Common use of Fair Market Value Determination Clause in Contracts

Fair Market Value Determination. Where this Agreement specifies that a Party will have the option to purchase any Transmission Equipment for its fair market value, this Section 17.4 will govern such determination. The Party selling such Transmission Equipment will provide the other Party with notice of its determination of fair market value of the equipment to be purchased pursuant to the relevant Section of this Agreement. The Parties will negotiate in good faith for a period of 10 days following such notice of the determination of fair market value of such equipment. If the Parties are unable to reach agreement as to fair market value of such within such 10 day period, then the fair market value will be conclusively determined by two qualified independent appraisers with experience and expertise in valuation of assets such as the equipment in question, one retained and paid by each of the Parties. The Parties will promptly notify each other of their respective selections; provided, however, if either Party fails to deliver notice to the other of its selection of an appraiser within 15 business days after notice by the other Party that it has selected an appraiser (which notice will identify such appraiser), the determination will be rendered by the single appraiser so selected (whose fees, in such case, will be borne equally by the Parties). The appraisers selected in accordance with the foregoing procedure will each determine the fair market value of the equipment (each of which value will be an amount that, on the basis of market and other conditions prevailing at such time could reasonably be expected to be paid for such equipment by a third party in an arm's length transaction, assuming that the buyer and seller are under no compulsion to buy or sell) and submit their determinations of such value to the Parties within 15 business days of their selection. The fair market value will be the amount equal to the sum of such fair market values SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 72 for the equipment determined by each appraiser divided by two, except that if there is more than a [***] difference between such values and the higher of such two values exceeds the sum of [***] a third independent appraiser with recognized experience and expertise in valuation of assets such as the equipment, selected by the first two appraisers within 10 business days of such appraiser's determination of fair market value (and, if the first two appraisers are unable to select the third within such time frame, then the parties will, within 5 business days of such inability, request the ranking executive officer of the American Arbitration Association's Regional Office in Kansas City, Missouri, or his or her designee to select the third appraiser and the parties will direct that such selection be made within 15 business days of such request), and such third appraiser will determine such fair market value (which in no event will be outside the range created by the values determined by the first two appraisers). The cost of such third appraiser will be borne one-half by each Party.

Fair Market Value Determination. Where this Agreement specifies that (a) Upon Optionor's receipt of an Exercise Notice, the parties shall attempt in good faith to agree on the Fair Market Value. If the parties are unable to agree on the Fair Market Value within ten (10) days after the Acquisition Escrow is opened, then the Optionor shall deliver to the Operating Partnership a Party will have written notice of Optionor's determination (the option "Optionor's Notice") of Fair Market Value within twenty (20) days following the expiration of such ten (10) day period. If the Operating Partnership disputes the amount of Fair Market Value set forth in Optionor's Notice, then, within five (5) days after the date of Optionor's Notice, the Operating Partnership shall send Optionor a written notice ("OP Dispute Notice") which disputes the Fair Market Value set forth in Optionor's Notice and demands arbitration pursuant to purchase any Transmission Equipment for its fair market value, this Section 17.4 3.3, states the name and address of the person who shall act as arbitrator on the Operating Partnership's behalf (provided such arbitrator meets the requirements set forth below), and acknowledges that the Operating Partnership will govern such determination. The Party selling such Transmission Equipment will provide be bound by the other Party with notice results of its the arbitration regardless of the amount of the determination of Fair Market Value. (b) The arbitration shall be conducted in Los Angeles, California in accordance with the then prevailing rules of the American Arbitration Association (or its successor) for the arbitration of commercial disputes, except that the procedures mandated by such rules shall be modified as required by this Section 3.3. (c) Within five (5) business days after receipt of the OP Dispute Notice, Optionor shall notify the Operating Partnership of the name and address of the person designated by Optionor to act as arbitrator on Optionor's behalf. Each arbitrator must be a board certified Member of the Appraisal Institute of real estate appraisers with at least five (5) years of full-time commercial appraisal experience who is familiar with the fair market value of commercial properties located in the equipment to be purchased pursuant to the relevant Section of this Agreement. The Parties will negotiate in good faith for a period of 10 days following such notice vicinity of the determination Property. (d) The two arbitrators chosen shall determine the Fair Market Value in accordance with the following procedures. Optionor's arbitrator and the Operating Partnership's arbitrator shall confer and attempt to mutually determine the Fair Market Value within twenty-five (25) days after delivery of fair market value of such equipmentthe OP Dispute Notice. If the Parties two arbitrators are unable to reach agreement as to fair market value of such agree upon the Fair Market Value within such 10 twenty-five (25) day period, then they shall immediately appoint a third arbitrator possessing the fair market value will be conclusively determined qualifications set forth above. The three arbitrators shall decide the dispute, if it has not been previously resolved, by two qualified independent appraisers with experience following the procedures set forth below. Each party shall pay the fees and expertise in valuation expenses of assets such as its respective arbitrator and both shall share the equipment in question, one retained fees and paid by each expenses of the Partiesthird arbitrator. Each party shall pay its own attorneys' fees and costs of witnesses. (e) The three arbitrators shall determine the Fair Market Value in accordance with the following procedures. Each shall state, in writing, his or her determination of the Fair Market Value (the "Proposed Valuation"), supported by the reasons therefor, and shall each make counterpart copies for the other arbitrators. All of the arbitrators shall arrange for a simultaneous exchange of their Proposed Valuations within twenty-five (25) days after appointment of the third arbitrator. The Parties will promptly notify each other Fair Market Value shall be the arithmetic average of their respective selectionsthe three Proposed Valuations; provided, however, if either Party any of the Proposed Valuations are more than ten percent (10%) higher or lower than the "Medium Valuation" (as hereinafter defined), then such Proposed Valuations shall be disregarded and the Fair Market Value shall be the arithmetic average of the remaining Proposed Valuations or, in the event two of the Proposed Valuations are disregarded pursuant to this sentence, then the Fair Market Value shall be deemed to be the Medium Valuation. The determination of Fair Market Value pursuant to this Section 3.3 shall be final and binding upon the parties, without any right of appeal. If any arbitrator fails to deliver notice to submit a Proposed Valuation, the other arithmetic average of its selection of an appraiser within 15 business days after notice the Proposed Valuations submitted by the other Party that it has selected an appraiser (which notice will identify such appraiser), arbitrators shall be the determination will be rendered by the single appraiser so selected (whose fees, in such case, will be borne equally by the Parties)Fair Market Value. The appraisers selected in accordance with term "Medium Valuation" shall mean the foregoing procedure will each determine the fair market Proposed Valuation which sets forth a proposed value of the equipment (each Property between that of the other two Proposed Valuations and which value will be an amount that, on is neither the basis of market and other conditions prevailing at such time could reasonably be expected to be paid for such equipment by a third party in an arm's length transaction, assuming that highest nor the buyer and seller are under no compulsion to buy or sell) and submit their determinations of such value to the Parties within 15 business days of their selection. The fair market value will be the amount equal to the sum of such fair market values SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 72 for the equipment determined by each appraiser divided by two, except that if there is more than a [***] difference between such values and the higher of such two values exceeds the sum of [***] a third independent appraiser with recognized experience and expertise in lowest valuation of assets such as the equipment, selected submitted by the first two appraisers within 10 business days of such appraiser's determination of fair market value (and, if the first two appraisers are unable to select the third within such time frame, then the parties will, within 5 business days of such inability, request the ranking executive officer of the American Arbitration Association's Regional Office in Kansas City, Missouri, or his or her designee to select the third appraiser and the parties will direct that such selection be made within 15 business days of such request), and such third appraiser will determine such fair market value (which in no event will be outside the range created by the values determined by the first two appraisers). The cost of such third appraiser will be borne one-half by each Partyarbitrators.

Fair Market Value Determination. Where this Agreement specifies that a Party will have Following the option to purchase any Transmission Equipment for its fair market value, this Section 17.4 will govern such determination. The Party selling such Transmission Equipment will provide the other Party with notice of its determination of fair market value delivery of the equipment to be purchased pursuant to the relevant Section of this Agreement. The Parties will Purchase Notice, Sentio and SLR shall negotiate in good faith for a period of 10 up to fifteen (15) days following such notice (the “Outside Agreement Date”) to determine the Fair Market Value of all of the determination Company Assets as of fair market value the effective date of such equipmentPurchase Notice. If Sentio and SLR reach an agreement with respect to such Fair Market Value on or before the Parties Outside Agreement Date, then the same shall be confirmed in writing and the amount so agreed upon shall be used by the parties to determine the Purchase Price in accordance with the definition thereof. If Sentio and SLR are unable to reach agreement mutually agree upon such Fair Market Value for the Company Assets on or before the Outside Agreement Date, then the determination thereof shall be submitted to appraisal arbitration as follows: 5.1. SLR and Sentio shall each by notice to fair market value the other appoint one appraiser who shall by profession be an independent MAI certified appraiser who shall have been active over the five (5) year period ending on the date of such appointment in the appraisal of similar properties to the Communities (herein, a “Qualified Appraiser”). Each such Qualified Appraiser shall be appointed within fifteen (15) days after the Outside Agreement Date. 5.2. Each such Qualified Appraiser shall determine the Fair Market Value of the Company Assets as of the effective date of the Purchase Notice and consistent with the definition thereof set forth in this Agreement and, to the extent consistent with sound appraisal practice as then existing at the time of any such appraisal, take into account and shall give appropriate consideration to all three customary methods of appraisal (i.e., the cost approach, the sales comparison approach and the income approach), and no one method or approach shall be deemed conclusive simply by reason of the nature of the Company’s or its Subsidiaries’ businesses or because such approach may have been used for purposes of determining the Fair Market Value at the time of acquisition thereof by the Company or its Subsidiaries. Each such Qualified Appraiser’s determination shall be made within sixty (60) days after the Outside Agreement Date, and shall be set forth in a written report delivered to each of Sentio and SLR on or before such date; provided, however, that if either Sentio or SLR fails to appoint its Qualified Appraiser within the time permitted, or if two (2) Qualified Appraisers shall have been so appointed but only one such Qualified Appraiser shall have made such determination and delivered its written report within such 10 sixty (60) day period, then the fair market value will determination of such sole Qualified Appraiser shall be conclusively final and binding upon Sentio and SLR. 5.3. If the two (2) Qualified Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined by two qualified independent appraisers with experience and expertise in valuation of assets such as the equipment in question, one retained and paid by each shall not exceed five percent (5%) of the Parties. The Parties will promptly notify each other lesser of their respective selections; provided, however, if either Party fails to deliver notice to such amounts then the other of its selection of an appraiser within 15 business days after notice by the other Party that it has selected an appraiser (which notice will identify such appraiser), the determination will be rendered by the single appraiser so selected (whose fees, in such case, will be borne equally by the Parties). The appraisers selected in accordance with the foregoing procedure will each determine the fair market value Fair Market Value of the equipment (each of which value will Company Assets shall be an amount that, on the basis of market and other conditions prevailing at such time could reasonably be expected to be paid for such equipment by a third party in an arm's length transaction, assuming that the buyer and seller are under no compulsion to buy or sell) and submit their determinations of such value to the Parties within 15 business days of their selection. The fair market value will be the amount equal to fifty percent (50%) of the sum of such fair market values SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 72 for the equipment determined by each appraiser divided by two, except that if there is more than a [***] amounts so determined. If the difference between such values and the higher amounts so determined shall exceed five percent (5%) of the lesser of such two values exceeds amounts, then Sentio and SLR shall again negotiate in good faith for a period of up to fifteen (15) days to determine the sum of [***] a third independent appraiser with recognized experience Fair Market Value and expertise in valuation of assets such as the equipment, selected by the first two appraisers within 10 business days of such appraiser's determination of fair market value (and, if the first two appraisers they are unable to agree upon a Fair Market Value within such time period (the “Second Outside Agreement Date”), then they shall jointly select a third (3rd) Qualified Appraiser meeting the above requirements within ten (10) days of the Second Outside Agreement Date. In the event Sentio and SLR fail to agree upon Fair Market Value by the Second Outside Agreement Date and to appoint a third (3rd) Qualified Appraiser within ten (10) days of the Second Outside Approval Date, the two (2) Qualified Appraisers initially appointed by the parties shall mutually select the third within such time frame, then the parties will, within 5 business days of such inability, request the ranking executive officer of the American Arbitration Association's Regional Office in Kansas City, Missouri, or his or her designee to select the third appraiser and the parties will direct that such selection be made within 15 business days of such request(3rd), and such third appraiser will determine such fair market value (which in no event will be outside the range created by the values determined by the first two appraisers). The cost of such third appraiser will be borne one-half by each Party.

Fair Market Value Determination. Where this Agreement specifies that a Party will have Following the option to purchase any Transmission Equipment for its fair market value, this Section 17.4 will govern such determination. The Party selling such Transmission Equipment will provide the other Party with notice of its determination of fair market value delivery of the equipment to be purchased pursuant to the relevant Section of this Agreement. The Parties will Purchase Notice, Sentio and SLR shall negotiate in good faith for a period of 10 up to fifteen (15) days following such notice (the “Outside Agreement Date”) to determine the Fair Market Value of all of the determination Company Assets as of fair market value the effective date of such equipmentPurchase Notice. If Sentio and SLR reach an agreement with respect to such Fair Market Value on or before the Parties Outside Agreement Date, then the same shall be confirmed in writing and the amount so agreed upon shall be used by the parties to determine the Purchase Price in accordance with the definition thereof. If Sentio and SLR are unable to reach agreement mutually agree upon such Fair Market Value for the Company Assets on or before the Outside Agreement Date, then the determination thereof shall be submitted to appraisal arbitration as follows: 5.1. SLR and Sentio shall each by notice to fair market value the other appoint one appraiser who shall by profession be an independent MAI certified appraiser who shall have been active over the five (5) year period ending on the date of such appointment in the appraisal of similar properties to the Communities (herein, a “Qualified Appraiser”). Each such Qualified Appraiser shall be appointed within fifteen (15) days after the Outside Agreement Date. 5.2. Each such Qualified Appraiser shall determine the Fair Market Value of the Company Assets as of the effective date of the Purchase Notice and consistent with the definition thereof set forth in this Agreement and, to the extent consistent with sound appraisal practice as then existing at the time of any such appraisal, take into account and shall give appropriate consideration to all three customary methods of appraisal (i.e., the cost approach, the sales comparison approach and the income approach), and no one method or approach shall be deemed conclusive simply by reason of the nature of the Company’s or its Subsidiaries’ businesses or because such approach may have been used for purposes of determining the Fair Market Value at the time of acquisition thereof by the Company or its Subsidiaries. Each such Qualified Appraiser’s determination shall be made within sixty (60) days after the Outside Agreement Date, and shall be set forth in a written report delivered to each of Sentio and SLR on or before such date; provided, however, that if either Sentio or SLR fails to appoint its Qualified Appraiser within the time permitted, or if two (2) Qualified Appraisers shall have been so appointed but only one such Qualified Appraiser shall have made such determination and delivered its written report within such 10 sixty (60) day period, then the fair market value will determination of such sole Qualified Appraiser shall be conclusively final and binding upon Sentio and SLR. 5.3. If the two (2) Qualified Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined by two qualified independent appraisers with experience and expertise in valuation of assets such as the equipment in question, one retained and paid by each shall not exceed five percent (5%) of the Parties. The Parties will promptly notify each other lesser of their respective selections; provided, however, if either Party fails to deliver notice to such amounts then the other of its selection of an appraiser within 15 business days after notice by the other Party that it has selected an appraiser (which notice will identify such appraiser), the determination will be rendered by the single appraiser so selected (whose fees, in such case, will be borne equally by the Parties). The appraisers selected in accordance with the foregoing procedure will each determine the fair market value Fair Market Value of the equipment (each of which value will Company Assets shall be an amount that, on the basis of market and other conditions prevailing at such time could reasonably be expected to be paid for such equipment by a third party in an arm's length transaction, assuming that the buyer and seller are under no compulsion to buy or sell) and submit their determinations of such value to the Parties within 15 business days of their selection. The fair market value will be the amount equal to fifty percent (50%) of the sum of such fair market values SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 72 for the equipment determined by each appraiser divided by two, except that if there is more than a [***] amounts so determined. If the difference between such values and the higher amounts so determined shall exceed five percent (5%) of the lesser of such two values exceeds amounts, then Sentio and SLR shall again negotiate in good faith for a period of up to fifteen (15) days to determine the sum of [***] a third independent appraiser with recognized experience Fair Market Value and expertise in valuation of assets such as the equipment, selected by the first two appraisers within 10 business days of such appraiser's determination of fair market value (and, if the first two appraisers they are unable to agree upon a Fair Market Value within such time period (the “Second Outside Agreement Date”), then they shall jointly select a third (3rd) Qualified Appraiser meeting the above requirements within ten (10) days of the Second Outside Agreement Date. In the event Sentio and SLR fail to agree upon Fair Market Value by the Second Outside Agreement Date and to appoint a third (3rd) Qualified Appraiser within ten (10) days of the Second Outside Approval Date, the two (2) Qualified Appraisers initially appointed by the parties shall mutually select the third within such time frame(3rd) Qualified Appraiser. 5.4. Any third (3rd) Qualified Appraiser appointed by the two (2) initial Qualified Appraisers or by mutual agreement of Sentio and SLR, then as applicable, shall be instructed to determine the parties will, within 5 business days of such inability, request the ranking executive officer Fair Market Value of the American Arbitration Association's Regional Office in Kansas City, Missouri, or his or her designee to select the third appraiser and the parties will direct that such selection be made Company Assets within 15 business thirty (30) days of such request), and such third appraiser will determine such fair market value (which in no event will be outside the range created by the values determined by the first two appraisers). The cost after appointment of such third appraiser will be borne one-half by each Party(3rd) Qualified Appraiser and consistent with the provisions of Section 5.2 of this Exhibit F above applicable to the two (2) initial Qualified Appraisers.

Fair Market Value Determination. Where this Agreement specifies that a Party will have For purposes of clause (iv) of Section 2(e), the option to purchase any Transmission Equipment for its fair market value, amount set forth in paragraph (i) of the definition of Fair Market Value of the Company (the "COMPANY'S VALUE") as of the Valuation Date shall be determined in accordance with this Section 17.4 will govern such determination2(f). The Party selling such Transmission Equipment will provide the other Party with notice of its determination of fair market value Upon receipt of the equipment to be purchased pursuant to Option Exercise Notice, each of Holder and the relevant Section of this Agreement. The Parties will Company shall negotiate in good faith for regarding the Company's Value as of the Valuation Date. If the parties agree upon the Company's Value as of the Valuation Date, such agreed value shall be the Company's Value. If the parties are unable to agree on the Company's Value by the date that is ten (10) Business Days after receipt by the Company of the Option Exercise Notice, the Company and Holder shall each appoint an internationally recognized investment banking firm (a "QUALIFIED APPRAISER") within ten (10) Business Days after such date. If either Holder or the Company fails to comply with its obligation to so appoint a Qualified Appraiser and notice thereof is given to the non-complying party by the other party hereunder, the non-complying party shall have a period of 10 days following such notice of the determination of fair market value of such equipmentten (10) Business Days to appoint a Qualified Appraiser. If the Parties non-complying party fails to appoint a Qualified Appraiser within such ten (10) Business Day period, the Company's Value shall be determined by the single Qualified Appraiser properly appointed by the other party hereunder. If two Qualified Appraisers are unable so appointed, they shall be instructed to reach agreement select within ten (10) Business Days and to notify the Company and Holder promptly thereafter of their selection of a third Qualified Appraiser to be engaged by the Company if the lower determination of the Company's Value is less than 90% of the higher determination as specified below. Upon reasonable notice, the Company will afford each such Qualified Appraiser and its representatives full access during normal business hours to fair market value the properties, books and records of the Company and its subsidiaries and will cause its officers and employees and the officers and employees of its subsidiaries to provide additional financial and operating data and other information as the Qualified Appraisers and their representatives may reasonably request. Each of the two Qualified Appraisers shall be instructed to deliver to Holder and the Company its written determination of the Company's Value as of the Valuation Date within 30 days after its retention. If the lower determination is not less than 90% of the higher determination, the Company's Value will be the average of such within such 10 day periodtwo determinations. If the lower determination is less than 90% of the higher determination, then the fair market value third Qualified Appraiser selected by the two Qualified Appraisers shall be retained by the Company and such third Qualified Appraiser will be conclusively determined by two qualified independent appraisers with experience and expertise in valuation of assets such determine the Company's Value as the equipment in question, one retained and paid by each of the Parties. The Parties will promptly notify each other of their respective selections; providedValuation Date, however, if either Party fails to deliver notice to taking into consideration as it deems reasonably appropriate the other of its selection of an appraiser within 15 business days after notice determinations by the other Party that it has selected an appraiser (which notice will identify such appraiser), two Qualified Appraisers. Such third Qualified Appraiser shall be instructed to deliver to Holder and the Company its written determination will be rendered by the single appraiser so selected (whose fees, in such case, will be borne equally by the Parties). The appraisers selected in accordance with the foregoing procedure will each determine the fair market value of the equipment (each Company's Value as of which value will be an amount that, on the basis of market Valuation Date within 30 days after its retention and other conditions prevailing at such time could reasonably be expected to be paid for such equipment by a third party in an armthe actual Company's length transaction, assuming that the buyer and seller are under no compulsion to buy or sell) and submit their determinations of such value to the Parties within 15 business days of their selection. The fair market value Value will be the amount equal to average of the sum of such fair market values SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 72 for the equipment determined by each appraiser divided by twotwo closest determinations or, except that if there is more than a [***] difference between such values are not two closest determinations, the average of all three determinations. The fees and expenses of the Qualified Appraiser appointed by Holder shall be paid by Holder, the fees and expenses of the Qualified Appraiser appointed by the Company shall be paid by the Company and the higher fees and expenses of such two values exceeds the sum of [***] a third independent appraiser with recognized experience and expertise in valuation of assets such as the equipment, selected Qualified Appraiser shall be paid by the first two appraisers within 10 business days Company unless the Option Exercise Notice is revoked by Holder under clause (i)(C) of such appraiser's determination of fair market value (and, if the first two appraisers are unable to select the third within such time frame, then the parties will, within 5 business days of such inability, request the ranking executive officer of the American Arbitration Association's Regional Office in Kansas City, Missouri, or his or her designee to select the third appraiser and the parties will direct that such selection be made within 15 business days of such requestSection 2(h), in which case the fees and such third appraiser will determine such fair market value (which in no event will expenses of all Qualified Appraisers shall be outside the range created paid by the values determined by the first two appraisers). The cost of such third appraiser will be borne one-half by each PartyHolder.

Fair Market Value Determination. Where this Agreement specifies that a Party will have the option to purchase any Transmission Equipment for its fair market value, this Section 17.4 will govern such determination. The Party selling such Transmission Equipment will provide the other Party with notice of its determination of current fair market value of Stock shall mean with respect to each share of Stock: (i) if the equipment exercise is in connection with an Initial Public Offering, and if the Company’s registration statement relating to be purchased pursuant to such Initial Public Offering has been declared effective by the relevant Section of this Agreement. The Parties will negotiate in good faith for a period of 10 days following such notice of the determination of fair market value of such equipment. If the Parties are unable to reach agreement as to fair market value of such within such 10 day periodSEC, then the fair market value will per share shall be conclusively (A) in the event that the Warrant represents the right to purchase preferred stock of the Company, the product of (x) the initial “Price to Public” of the Common Stock specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock into which each share of Stock is convertible at the time of such exercise and (B) in the event that the Warrant represents the right to purchase Common Stock of the Company, the initial “Price to Public” of the Common Stock specified in the final prospectus with respect to the offering; (ii) if the exercise is after, and not in connection with an Initial Public Offering, and: (A) if the Common Stock is traded on a securities exchange or the Nasdaq Global Market, the fair market value shall be deemed to be (A) in the event that the Warrant represents the right to purchase preferred stock of the Company, the product of (x) the average of the closing prices over a five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Stock is convertible at the time of such exercise and (B) in the event that the Warrant represents the right to purchase Common Stock of the Company, the average of the closing prices over a five (5) day period ending three days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be (A) in the event that the Warrant represents the right to purchase preferred stock of the Company, the product of (x) the average of the closing bid and asked prices quoted over the five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Stock is convertible at the time of such exercise and (B) in the event that the Warrant represents the right to purchase Common Stock of the Company, the average of the closing bid and asked prices quoted over the five (5) day period ending three days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock is not listed on any securities exchange or NASDAQ Global Market or quoted in the over-the-counter market, the current fair market value of Stock shall be (A) in the event that the Warrant represents the right to purchase preferred stock of the Company, the product of (x) the fair market value of Common Stock as determined in good faith by the Company’s Board of Directors (provided, that if Warrantholder disagrees with the fair market value determined by two qualified independent appraisers with experience and expertise in valuation the Company’s Board of assets such as the equipment in questionDirectors Warrantholder may solicit, one retained and paid by each of the Parties. The Parties will promptly notify each other of their respective selections; provided, however, if either Party fails to deliver notice from an appraiser reasonably acceptable to the other Company, an independent appraisal of its selection of an appraiser within 15 business days after notice by the other Party that it has selected an appraiser (which notice will identify such appraiser), the determination will be rendered by the single appraiser so selected (whose fees, in such case, will be borne equally by the Parties). The appraisers selected in accordance with the foregoing procedure will each determine the fair market value of the equipment (each Common Stock and, if such valuation is higher, Warrantholder may substitute the Board of which value will be an amount that, on the basis of market and other conditions prevailing at such time could reasonably be expected to be paid for such equipment by a third party in an arm's length transaction, assuming that the buyer and seller are under no compulsion to buy or sell) and submit their determinations of such value to the Parties within 15 business days of their selection. The Director’s fair market value will be determination with that of the amount equal to independent appraiser) and (y) the sum number of shares of Common Stock into which each share of Stock is convertible at the time of such fair market values SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 72 for exercise and (B) in the equipment determined by each appraiser divided by twoevent that the Warrant represents the right to purchase preferred stock of the Company, except that if there is more than a [***] difference between such values and the higher of such two values exceeds the sum of [***] a third independent appraiser with recognized experience and expertise in valuation of assets such as the equipment, selected by the first two appraisers within 10 business days of such appraiser's determination of fair market value of Common Stock as determined in good faith by the Company’s Board of Directors (provided, that if Warrantholder disagrees with the fair market value determined by the Company’s Board of Directors Warrantholder may solicit, from an appraiser reasonably acceptable to the Company, an independent appraisal of the fair market value of the Common Stock and, if such valuation is higher, Warrantholder may substitute the first two appraisers are unable to select the third within such time frame, then the parties will, within 5 business days Board of such inability, request the ranking executive officer of the American Arbitration Association's Regional Office in Kansas City, Missouri, or his or her designee to select the third appraiser and the parties will direct that such selection be made within 15 business days of such request), and such third appraiser will determine such Director’s fair market value (determination with that of the independent appraiser), unless the Company shall consummate a Merger Event pursuant to which the Company is not the surviving party, in no event will which case the fair market value of Stock shall be outside deemed to be the range created per share value received by the values determined by holders of the first two appraisers). The cost of Company’s Stock on a Common Stock-equivalent basis pursuant to such third appraiser will be borne one-half by each PartyMerger Event.

Fair Market Value Determination. Where this Agreement specifies that a Party will have the option to purchase any Transmission Equipment for its fair market value, this Section 17.4 will govern such determination. The Party selling such Transmission Equipment will provide the other Party with notice of its determination of fair market value of the equipment to be purchased pursuant to the relevant Section of this Agreement. The Parties will negotiate in good faith for a period of 10 days following such notice of the determination of fair market value of such equipment. If the Parties are unable to reach agreement as to fair market value of such within such 10 day period, then the fair market value will be conclusively determined by two qualified independent appraisers with experience and expertise in valuation of assets such as the equipment in question, one retained and paid by each of the Parties. The Parties will promptly notify each other of their respective selections; provided, however, if either Party fails to Buyers timely deliver written notice to the other of its selection of an appraiser within 15 business days after notice by the other Party that it has selected an appraiser (which notice will identify such appraiserSeller electing to exercise their right under Section 8.11(a)(i), the determination will be rendered by the single appraiser so selected (whose fees, in such case, will be borne equally by the Parties). The appraisers selected in accordance with the foregoing procedure will each determine Buyers and Seller shall attempt to agree upon the fair market value of the equipment Remaining Buyer Assets as of the first day of the month immediately following the occurrence of the Change of Control (each the “Fair Market Value”). To the extent Buyers and Seller are unable to agree upon the Fair Market Value (or any part thereof) within fifteen (15) Business Days following Seller’s receipt of which value will be an amount thatBuyers’ notice pursuant to Section 8.11(a)(i), on then either Seller or Buyers may engage Rxxxx Xxxxx (the basis of market “Sale Appraiser”) to determine the Fair Market Value. Buyers and other conditions prevailing at such time could Seller agree to cooperate fully with the Sale Appraiser and to provide the Sale Appraiser with access to all facilities, books, records, documents, information and personnel to the extent reasonably be expected necessary for the Sale Appraiser to be paid for such equipment by make a third party fully-informed decision regarding the Fair Market Value in an arm's length transaction, assuming that the buyer and seller are under no compulsion expeditious manner. The Sale Appraiser shall be instructed to buy or sell) and submit their determinations of such value deliver to the Parties within 15 business a written determination of the any disputed aspects of the Fair Market Value on or before a date that is sixty (60) days after the date of their selectionits appointment. The fair market value will be Parties agree to accept the amount equal Sale Appraiser’s determinations as to the sum disputed aspects of the Fair Market Value. The Sale Appraiser may determine the issues in dispute following such fair market values SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 72 procedures, consistent with the provisions of this Agreement, as it reasonably deems appropriate in the circumstances and with reference to the amounts disputed. The Parties do not intend to impose any particular procedures upon the Sale Appraiser, it being the desire and direction of the Parties that any such dispute shall be resolved as expeditiously and inexpensively as reasonably practicable. The Sale Appraiser shall act as an expert for the equipment determined limited purpose of determining the specific disputed aspects of the Fair Market Value submitted by each appraiser divided by twoany Party and may not award damages, except that if there is more than interest, or penalties to any Party with respect to any matter. Before issuing its final decision, the Sale Appraiser shall issue a [***] difference between such values draft appraisal and allow Buyers and Seller to comment on it. The Sale Appraiser’s decision shall be final and binding on Buyers and Seller, without right of appeal. The fees and expenses of the higher of such two values exceeds Sale Appraiser in making the sum of [***] a third independent appraiser with recognized experience and expertise in valuation of assets such as the equipment, selected by the first two appraisers within 10 business days of such appraiser's determination of fair market value the Fair Market Value shall be shared fifty percent (and, if the first two appraisers are unable to select the third within such time frame, then the parties will, within 5 business days of such inability, request the ranking executive officer of the American Arbitration Association's Regional Office in Kansas City, Missouri, or his or her designee to select the third appraiser 50%) by Buyers and the parties will direct that such selection be made within 15 business days of such request), and such third appraiser will determine such fair market value fifty percent (which in no event will be outside the range created 50%) by the values determined by the first two appraisers). The cost of such third appraiser will be borne one-half by each PartySeller.

Fair Market Value Determination. Where For the purposes of this Agreement specifies that a Party will have Section 5, the option to purchase any Transmission Equipment for its term "fair market value, this Section 17.4 will govern such determination. The Party selling such Transmission Equipment will provide the other Party with notice of its determination of fair market value " of the equipment to Property shall be purchased pursuant to the relevant Section of this Agreement. The Parties will negotiate in good faith for a period of 10 days following such notice of the determination of fair market value of such equipment. If the Parties are unable to reach agreement determined as to fair market value of such within such 10 day period, then the fair market value will be conclusively determined by two qualified independent appraisers with experience follows: Lender and expertise in valuation of assets such as the equipment in question, one retained and paid by each of the Parties. The Parties will promptly notify each other of their respective selections; provided, however, if either Party fails to deliver notice to the other of its selection of an appraiser within 15 business days after notice by the other Party that it has selected an appraiser (which notice will identify such appraiser), the determination will be rendered by the single appraiser so selected (whose fees, in such case, will be borne equally by the Parties). The appraisers selected in accordance with the foregoing procedure will each determine Borrower may agree upon the fair market value of the equipment (each of which value will be an amount that, Property. If Lender and Borrower are unwilling or unable to agree on the basis of market and other conditions prevailing at such time could reasonably be expected to be paid for such equipment by a third party in an arm's length transaction, assuming that the buyer and seller are under no compulsion to buy or sell) and submit their determinations of such value to the Parties within 15 business days of their selection. The fair market value will be of the amount equal Property within ten (10) days after (i) all principal and interest shall become due and payable under the Note, or (ii) Borrower shall have submitted a written request for Lender to agree upon the fair market value of the Property or consent to a sale transaction, Lender and Borrower shall submit such dispute to the sum following independent appraisal process, which process shall be performed by appraisers in accordance with the procedures hereinafter described. Lender and Borrower shall, within ten (10) days after the expiration of the earlier of such fair market values SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 72 for ten (10) day period or the equipment determined by each date Lender or Borrower shall determine that the dispute shall be submitted to this appraisal process, attempt to select an appraiser divided by two, except that if there is more than a [***] difference between such values mutually acceptable to Lender and the higher of such two values exceeds the sum of [***] a third independent appraiser with recognized experience and expertise in valuation of assets such as the equipment, selected by the first two appraisers within 10 business days of such appraiser's Borrower whose determination of fair market value shall be final and binding. If Lender and Borrower are unable xx xxtually agree upon an acceptable appraiser within said ten (and10) day period, if Lender and Borrower shall within ten (10) days after the first expiration of such ten (10) day period, each select an appraiser. The two appraisers are unable shall within thirty (30) days thereafter submit their written appraisals of the fair market value of the Property to select each other and attempt to reach an agreement within five (5) days thereafter if there is any discrepancy with respect to the third within such time framefair market value of the Property. If the appraisers reach an agreement as to the fair market value, then the parties will, within 5 business days of such inability, request the ranking executive officer of the American Arbitration Association's Regional Office in Kansas City, Missouri, or his or her designee to select the third appraiser and the parties will direct that such selection be made within 15 business days of such request), and such third appraiser will determine such fair market value shall be final and binding. If no agreement can be reached, then the appraisers shall select a third appraiser within five (which in no event will be outside 5) days who shall within thirty (30) days thereafter select either one or the range created by the values determined by other of the first two appraisers' determinations of fair market value (it being agreed that the third appraiser shall not have the right to independently determine fair market value of the item in question, it shall instead select the fair market value as determined by one of the two appraisers). If the appraisers fail or are unable to agree upon a third appraiser, either party may seek appointment of such third appraiser by any court of competent jurisdiction. Notwithstanding anything contained herein to the contrary, Borrower shall have the right to request Lender's agreement on the fair xxxxxt value of the Property at any tune by providing Lender with written notice. Once the fair market value of the Property is determined pursuant to this subparagraph 5.4, such valuation shall be binding upon the parties hereto for a period of ninety (90) days after the date of determination. If a sale transaction as contemplated by subparagraph 5.1 hereof shall not be completed, including without limitation, the payment to Lender of all amounts payable under the Note as amended hereby within ninety (90) days of such determination, such determination of fair market value shall be null and void and of no force or effect for the purposes of this Third Amendment. Each appraiser shall be an MAI appraiser with at least ten (10) years experience appraising similar properties as the Property in the area where the Property is located. The appraisers shall be entitled to be paid reasonable compensation for their services; such compensation shall be paid by Borrower. Both Lender and Borrower agree that xxx xetermxxxxxxx of exact fair market value of any item is not subject to mathematical certainty and agree that the appraisal mechanism provided herein is a reasonable method of estimating such values. In the event that either party fails to timely select an appraiser, then the party timely selecting an appraiser may go forward with the appraisal process. In such event, the amount determined by the sole appraiser shall be final and binding upon the parties. The final appraised fair market value shall be utilized by Lender and Borrower in determining the Net Sale Proceeds, and Lender's participation therein. Xxx failure or refusal by Borrower to repay the amount so determined when due, in addition to all sums due under the Note, shall constitute a default under the Note. At any time during the appraisal process, Lender and Borrower may mutualxx xxxee upon the fair market value of the Property. The cost of such third appraiser will any appraisal obtained by Lender or Borrower pursuant to this subparagraph 5.4 shall be borne one-half by each Partya closing cost for the purposes of calculating Net Sale Proceeds.

Fair Market Value Determination. Where this Agreement specifies that a Party will have If the option to purchase any Transmission Equipment for its fair market valueCorporation's Common Stock is publicly traded at the Redemption Date, this Section 17.4 will govern such determination. The Party selling such Transmission Equipment will provide the other Party with notice Fair Market Value of its determination each share of fair market value Convertible Preferred Stock shall equal the product of the equipment to be purchased pursuant to the relevant Section number of this Agreement. The Parties will negotiate in good faith for a period shares of 10 days following such notice Common Stock into which each share of the determination of fair market value of such equipmentConvertible Preferred Stock may then be converted multiplied by the average closing price for the Corporation's Common Stock for the thirty (30) trading days immediately preceding the Redemption Date. If the Parties are unable to reach agreement as to fair market value of such within such 10 day period, then Corporation's Common Stock is not publicly traded on the fair market value will be conclusively determined by two qualified independent appraisers with experience and expertise in valuation of assets such as the equipment in question, one retained and paid by each of the Parties. The Parties will promptly notify each other of their respective selections; provided, however, if either Party fails to deliver notice to the other of its selection of an appraiser within 15 business days after notice by the other Party that it has selected an appraiser (which notice will identify such appraiser)Redemption Date, the determination will Fair Market Value shall be rendered by the single appraiser so selected (whose fees, in such case, will be borne equally by the Parties). The appraisers selected determined in accordance with the foregoing procedure will each determine following provisions. If the fair market value holders of a majority in interest of the equipment Convertible Preferred Stock do not object in writing to the Corporation's estimate of the Fair Market Value of the Convertible Preferred Stock within fifteen (15) days after receipt of the Corporation's written notice of redemption, such estimate shall be the Fair Market Value for purposes of determining the Redemption Price of the Convertible Preferred Stock. If the holders of a majority in interest of the Convertible Preferred Stock do timely object to the Corporation's estimate of Fair Market Value, the Corporation and such holders shall seek for a ten (10) day period thereafter to negotiate the Fair Market Value in good faith. If the Corporation and the holders of a majority in interest of the Convertible Preferred Stock are unable to agree upon such Fair Market Value by the end of such period, each of the Corporation and the holders (acting by a majority in interest) shall, within ten (10) days thereafter, select an unaffiliated investment banking firm of nationally recognized standing in the telecommunications equipment industry to appraise the Fair Market Value of the Convertible Preferred Stock. Each such firm will deliver its appraisal of the Fair Market Value within fifteen (15) days thereafter, and if the lower appraisal is at least 90% of the higher appraisal, the arithmetic mean of the two shall be the Fair Market Value. If the two appraisals vary by more than 10%, the two firms shall promptly select a third investment banking firm of nationally recognized standing in the telecommunications equipment industry. Such third firm shall, within ten (10) days thereafter, deliver its appraisal of the Fair Market Value of the Convertible Preferred Stock, the two appraisals which are closest together in value will shall be an averaged and such amount that, shall be the Fair Market Value for purposes of determining the Redemption Price. The Fair Market Value of the Convertible Preferred Stock shall be determined: (i) without regard to the illiquid nature of such stock or for any discount attributable to the minority interest represented by such stock; (ii) with the Corporation valued as a going concern (including all net working capital); and (iii) on the basis of market and other conditions prevailing at such time could reasonably be expected what a willing buyer would pay to be paid for such equipment by a third party in an arm's length transaction, assuming that the buyer and seller are under no compulsion compunction to buy or sell) and submit their determinations . All costs of such value to the Parties within 15 business days of their selection. The fair market value will appraisals hereunder shall be the amount equal to the sum of such fair market values SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 72 for the equipment determined by each appraiser divided by two, except that if there is more than a [***] difference between such values and the higher of such two values exceeds the sum of [***] a third independent appraiser with recognized experience and expertise in valuation of assets such as the equipment, selected borne by the first two appraisers within 10 business days of such appraiser's determination of fair market value (and, if the first two appraisers are unable to select the third within such time frame, then the parties will, within 5 business days of such inability, request the ranking executive officer of the American Arbitration Association's Regional Office in Kansas City, Missouri, or his or her designee to select the third appraiser and the parties will direct that such selection be made within 15 business days of such request), and such third appraiser will determine such fair market value (which in no event will be outside the range created by the values determined by the first two appraisers). The cost of such third appraiser will be borne one-half by each PartyCorporation.