Common use of Fair Value Clause in Contracts

Fair Value. If the parties fail to agree upon the per share purchase price of the Transferred Shares in accordance with Section 3.2(a) hereof, then the Company or the Rightholders, as the case may be, shall purchase the Transferred Shares at a per share purchase price equal to the Fair Value (as hereinafter defined) thereof. The Fair Value of the Transferred Shares shall be determined by a panel of three independent appraisers, which shall be nationally recognized investment banking firms or nationally recognized experts experienced in the valuation of corporations engaged in the business conducted by the Company. Within five (5) Business Days after the last day of the Price Negotiation Period or such earlier date as the applicable parties determine that they cannot agree as to the per share purchase price, the Involuntary Transferee and the Board of Directors (in the case of a purchase by the Company), or the purchasing Rightholders purchasing a majority of the Transferred Shares being purchased by the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), or the Board of Directors and such purchasing Rightholders jointly (in the case of a purchase by the Company and Rightholders), as the case may be, shall each designate one such appraiser that is willing and able to conduct such determination. If either the Involuntary Transferee or the Board of Directors or the purchasing Rightholders or both, as the case may be, fails to make such designation within such period, then the other party that has made the designation shall have the right to make the designation on its behalf. The two appraisers designated shall, within a period of five (5) Business Days after the designation of the second appraiser, designate a mutually acceptable third appraiser. The three appraisers shall conduct their determination as promptly as practicable, and the Fair Value of the Transferred Shares shall be the average of the determination of the two appraisers that are closer to each other than to the determination of the third appraiser, which third determination shall be discarded; provided, however, that if the determination of two appraisers are equally close to the determination of the third appraiser, then the Fair Value of the Transferred Shares shall be the average of the determination of all three appraisers. Such determination shall be final and binding on the Involuntary Transferee, the Company and the Rightholders. The Involuntary Transferee shall be responsible for the fees and expenses of the appraiser designated by or on behalf of it, and the Company or the purchasing Rightholders (if both the Company and the purchasing Rightholders), or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares) for the fees and expenses of the appraiser designated by or on behalf of the Board of Directors or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), as the case may be. The Involuntary Transferee and the Company or the purchasing Rightholders, as the case may be, shall each share half the fees and expenses of the appraiser designated by the appraisers. For purposes of this Section 3.2(b), the “Fair Value” of the Transferred Shares means the per share fair market value of such Transferred Shares determined in accordance with this Section 3.2(b) based upon all considerations that the appraisers determine to be relevant. All expenses to be shared by the Company and the purchasing Rightholders, or among the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), shall be shared in proportion to the number of Transferred Shares purchased.

Fair Value. If the parties fail to agree upon the per share purchase price (a) The fair value (“Fair Value”) of the Transferred Shares Properties or any other assets or liabilities of a Series shall be determined as set forth in accordance with this Section 3.2(a) hereof, then the Company or the Rightholders, as the case may be, shall purchase the Transferred Shares at a per share purchase price equal to the Fair Value (as hereinafter defined) thereof12.1. The Fair Value of the Transferred Shares Properties shall be determined by the Manager in accordance with GAAP in good faith, by seeking a panel of three valuation by a Qualified Appraiser at least annually and by updating such values using internal models (either with or without consulting the independent appraisers, which shall be nationally recognized investment banking firms or nationally recognized experts experienced in the valuation of corporations engaged in the business conducted by the Company. Within five (5appraiser) Business Days after the last day of the Price Negotiation Period or such earlier date as the applicable parties determine that they cannot agree as to the per share purchase price, the Involuntary Transferee and the Board of Directors (in the case of a purchase by the Company), or the purchasing Rightholders purchasing a majority of the Transferred Shares being purchased by the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), or the Board of Directors and such purchasing Rightholders jointly (in the case of a purchase by the Company and Rightholders), as the case may be, shall each designate one such appraiser that is willing and able to conduct such determination. If either the Involuntary Transferee or the Board of Directors or the purchasing Rightholders or both, as the case may be, fails to make such designation within such period, then the other party that has made the designation shall have the right to make the designation on its behalffor interim reporting periods. The two appraisers designated shall, within a period of five (5) Business Days after the designation of the second appraiser, designate a mutually acceptable third appraiserManager may obtain valuation services from third-party consultants when it deems such assistance necessary. The three appraisers shall conduct their determination as promptly as practicable, and the Fair Value of all other assets associated with a Series will be determined by the Transferred Shares Manager in its reasonable discretion, consistent with industry standards for valuing such assets. The Member Committee of Series One shall be the average of the determination of the two appraisers that are closer to each other than have direct access to the determination Qualified Appraiser at reasonable times and upon reasonable notice after completion of a draft appraisal. The Manager may participate in any communications or meetings between the third appraiser, which third determination shall be discardedMember Committee of Series One and the Qualified Appraiser; provided, however, that if the determination Member Committee may exclude the Manager from portions of two appraisers are equally close to its meetings with the determination Qualified Appraiser. (b) If the Member Committee of the third appraiser, then Series One disagrees in good faith with the Fair Value of the Transferred Shares Properties (or any portion thereof) as determined by the Manager in accordance with Section 12.1(a) above, the Member Committee of Series One (A) shall set forth in writing such Member Committee’s determination of Fair Value of the relevant Properties (or portion thereof) and (B) shall designate, by notice given to the Manager, a Qualified Appraiser for determination of Fair Value, whose cost shall be paid by Series One. If the value determined by the Qualified Appraiser retained by the Member Committee varies by five percent (5%) or less from the Manager’s determination, the Manager’s determination of Fair Value shall prevail. If the values vary by more than five percent (5%), then the Qualified Appraiser selected by the Manager and the Qualified Appraiser selected by the Member Committee of Series One shall consult with one another and shall each separately determine the Fair Value of the relevant Properties (or portion thereof), and the Fair Value shall be the average of such values. In connection with any valuation process, each Series will provide the determination of Qualified Appraisers full access during normal business hours to examine all three appraisers. Such determination shall be final pertinent books, records and binding on the Involuntary Transfereefiles, the Company agreements, leases and the Rightholders. The Involuntary Transferee shall be responsible for the fees and expenses of the appraiser designated by or on behalf of it, and the Company or the purchasing Rightholders (if both the Company and the purchasing Rightholders), or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares) for the fees and expenses of the appraiser designated by or on behalf of the Board of Directors or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), as the case may be. The Involuntary Transferee and the Company or the purchasing Rightholders, as the case may be, shall each share half the fees and expenses of the appraiser designated by the appraisers. For purposes of this Section 3.2(b), the “Fair Value” of the Transferred Shares means the per share fair market value of such Transferred Shares determined in accordance with this Section 3.2(b) based upon all considerations that the appraisers determine to be relevant. All expenses to be shared by the Company and the purchasing Rightholders, or among the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), shall be shared in proportion to the number of Transferred Shares purchasedother operating agreements.

Fair Value. If the parties fail to agree upon the per share purchase price of the Transferred Shares in accordance with Section 3.2(a) hereof, then the Company or the IT Rightholders, as the case may be, shall purchase the Transferred Shares at a per share purchase price equal to the Fair Value (as hereinafter defined) thereof. The Fair Value of the Transferred Shares shall be determined by a panel of three independent appraisers, which shall be nationally recognized investment banking firms firm or nationally recognized experts expert experienced in the valuation of corporations engaged in the business conducted by the Company. Within five (5) Business Days after the last day of the Price Negotiation Period or such earlier date as the applicable parties determine that they cannot agree as to the per share purchase price, the Involuntary Transferee and the Board of Directors (in the case of a purchase by the Company), or the purchasing IT Rightholders purchasing a majority of the Transferred Shares being purchased by the purchasing IT Rightholders (if the Company is not purchasing any Transferred Shares), or the Board of Directors and such purchasing IT Rightholders jointly (in the case of a purchase by the Company and IT Rightholders), as the case may be, shall each designate one such appraiser that is willing and able to conduct such determination. If either the Involuntary Transferee or the Board of Directors or the purchasing IT Rightholders or both, or all, as the case may be, fails to make such designation within such period, then the any other party that has made may apply to the designation shall have American Arbitration Association or a court of appropriate jurisdiction for the right to make the designation on its behalf. The two appraisers designated shall, within a period appointment of five (5) Business Days after the designation of the second appraiser, designate a mutually acceptable third such an appraiser. The three appraisers appraiser shall conduct their its determination as promptly as practicable, and the Fair Value of the Transferred Shares shall be the average of the determination of the two appraisers that are closer to each other than to the determination of the third determined by such appraiser, which third determination shall be discarded; provided, however, that if the determination of two appraisers are equally close to the determination of the third appraiser, then the Fair Value of the Transferred Shares shall be the average of the determination of all three appraisers. Such determination shall be final and binding on the Involuntary Transferee, the Company and the Rightholders. The Involuntary Transferee shall be responsible for one-half the fees and expenses of the appraiser designated by or on behalf of it, and the Company or and/or 108 15 the purchasing IT Rightholders (if both in proportion to the Company and the ratio in which they are purchasing Rightholders), or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares) Shares shall be responsible for one-half of the fees and expenses of the appraiser designated by or on behalf of the Board of Directors or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), as the case may be. The Involuntary Transferee and the Company or the purchasing Rightholders, as the case may be, shall each share half the fees and expenses of the appraiser designated by the appraisersappraiser. For purposes of this Section 3.2(b), the “"Fair Value” " of the Transferred Shares means the per share fair market value of such Transferred Shares determined in accordance with this Section 3.2(b) based upon all considerations that the appraisers appraiser determine to be relevant. All expenses to be shared by the Company and the purchasing Rightholders, or among the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), shall be shared in proportion to the number of Transferred Shares purchased.

Fair Value. If the parties fail to agree upon the per share purchase price of the Transferred Shares in accordance with Section 3.2(a) hereof, then the Company IT Rightholders or the RightholdersCompany, as the case may be, shall purchase the Transferred Shares at a per share purchase price equal to the Fair Value (as hereinafter defined) thereof. The Fair Value of the Transferred Shares shall be determined by a panel of three independent appraisers, which shall be nationally recognized investment banking firms firm or nationally recognized experts expert experienced in the valuation of corporations engaged in the business conducted by the Company. Within five (5) Business Days after the last day of the Price Negotiation Period or such earlier date as the applicable parties determine that they cannot agree as to the per share purchase price, the Involuntary Transferee and the Board of Directors (in the case of a purchase by the Company), or the purchasing IT Rightholders purchasing a majority of the Transferred Shares being purchased by the purchasing IT Rightholders (if the Company is not purchasing any Transferred Shares), or the Board of Directors and such purchasing IT Rightholders jointly (in the case of a purchase by the Company and IT Rightholders), as the case may be, shall each designate one such appraiser that is willing and able to conduct such determination. If either the Involuntary Transferee or the Board of Directors or the purchasing IT Rightholders or both, or all, as the case may be, fails to make such designation within such period, then the any other party that has made may apply to the designation shall have American Arbitration Association or a court of appropriate jurisdiction for the right to make the designation on its behalf. The two appraisers designated shall, within a period appointment of five (5) Business Days after the designation of the second appraiser, designate a mutually acceptable third such an appraiser. The three appraisers appraiser shall conduct their its determination as promptly as practicable, and the Fair Value of the Transferred Shares shall be the average of the determination of the two appraisers that are closer to each other than to the determination of the third determined by such appraiser, which third determination shall be discarded; provided, however, that if the determination of two appraisers are equally close to the determination of the third appraiser, then the Fair Value of the Transferred Shares shall be the average of the determination of all three appraisers. Such determination shall be final and binding on the Involuntary Transferee, the Company and the IT Rightholders. The Involuntary Transferee shall be responsible for one-half the fees and expenses of the appraiser designated by or on behalf of it, and the Company or and/or the purchasing IT Rightholders (if both in proportion to the Company and the ratio in which they are purchasing Rightholders), or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares) Shares shall be responsible for one-half of the fees and expenses of the appraiser designated by or on behalf of the Board of Directors or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), as the case may be. The Involuntary Transferee and the Company or the purchasing Rightholders, as the case may be, shall each share half the fees and expenses of the appraiser designated by the appraisersappraiser. For purposes of this Section 3.2(b), the “"Fair Value” " of the Transferred Shares means the per share fair market value of such Transferred Shares determined in accordance with this Section 3.2(b) based upon all considerations that the appraisers determine appraiser determines to be relevant. All expenses to be shared by the Company and the purchasing Rightholders, or among the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), shall be shared in proportion to the number of Transferred Shares purchased.

Fair Value. If the parties fail to agree upon the per share purchase price of the Transferred Shares in accordance with Section 3.2(a) hereof, then the Company or the Rightholders, as the case may be, shall purchase the Transferred Shares at a per share purchase price equal to the Fair Value (as hereinafter defined) thereof. The Fair Value of the Transferred Shares shall be determined by a panel of three independent appraisers, which shall be nationally internationally recognized investment banking firms or nationally internationally recognized experts experienced in the valuation of corporations engaged in the business conducted by the Company. Within five (5) Business Days after the last day of the Price Negotiation Period or such earlier date as the applicable parties determine that they cannot agree as to the per share purchase price, the Involuntary Transferee and the Board of Directors (in the case of a purchase by the Company), or the purchasing Rightholders purchasing a majority of the Transferred Shares being purchased by the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), or the Board of Directors and such purchasing Rightholders jointly (in the case of a purchase by the Company and Rightholders), as the case may be, shall each designate one such appraiser that is willing and able to conduct such determination. If either the Involuntary Transferee or the Board of Directors or the purchasing Rightholders or both, as the case may be, fails to make such designation within such period, then the other party that has made the designation shall have the right to make the designation on its behalf. The two appraisers designated shall, within a period of five (5) Business Days after the designation of the second appraiser, designate a mutually acceptable third appraiser. The three appraisers shall conduct their determination as promptly as practicable, and the Fair Value of the Transferred Shares shall be the average of the determination of the two appraisers that are closer to each other than to the determination of the third appraiser, which third determination shall be discarded; provided, however, that if the determination of two appraisers are equally close to the determination of the third appraiser, then the Fair Value of the Transferred Shares shall be the average of the determination of all three appraisers. Such determination shall be final and binding on the Involuntary Transferee, the Company and the Rightholders. The Involuntary Transferee shall be responsible for the fees and expenses of the appraiser designated by or on behalf of it, and the Company or the purchasing Rightholders (if both the Company and the purchasing Rightholders), or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares) for the fees and expenses of the appraiser designated by or on behalf of the Board of Directors or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), as the case may be. The Involuntary Transferee and the Company or the purchasing Rightholders, as the case may be, shall each share half the fees and expenses of the appraiser designated by the appraisers. For purposes of this Section 3.2(b), the “Fair Value” of the Transferred Shares means the per share fair market value of such Transferred Shares determined in accordance with this Section 3.2(b) based upon all considerations that the appraisers determine to be relevant. All expenses to be shared by the Company and the purchasing Rightholders, or among the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), shall be shared in proportion to the number of Transferred Shares purchased.

Fair Value. If the parties fail to agree upon the per share ---------- purchase price of the Transferred Shares in accordance with Section 3.2(a) 3.3.1 hereof, then the Company or and/or the Rightholders, as the case may be, Rightholders shall purchase the Transferred Shares at a per share purchase price equal to the Fair Value (as hereinafter defined) thereof. The Fair Value of the Transferred Shares shall be determined by a panel of three independent appraisers, which shall be nationally recognized investment banking firms or nationally recognized experts experienced in the valuation of corporations engaged in the business, or a business similar to the business, conducted by the Company. Within five (5) Business Days after the last day of the Price Negotiation Period or such earlier date as the applicable parties determine that they cannot agree as to the per share purchase price, the Involuntary Transferee Transferee, on the one hand, and the Board of Directors (in the case of a purchase by the Company), or and/or the purchasing Rightholders purchasing a majority of the Transferred Shares being purchased by the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), or the Board of Directors and such purchasing Rightholders jointly (in the case of a purchase by the Company and Rightholders), as the case may be, on the other hand, shall each designate one such appraiser that is willing and able to conduct such determination. If either the Involuntary Transferee Transferee, on the one hand, or the Board of Directors or and/or the purchasing Rightholders or bothRightholders, as the case may be, on the other hand, fails to make such designation within such period, then the other party that has made the designation shall have the right to make the designation on its behalf. The two appraisers designated shall, within a period of five (5) Business Days after the designation of the second appraiser, designate a mutually acceptable third appraiser. The three appraisers shall conduct their determination as promptly as practicable, and the Fair Value of the Transferred Shares shall be the average of the determination determinations of the two appraisers that are closer to each other than to the determination of the third appraiser, which third determination shall be discarded; provided, however, that if the determination -------- ------- determinations of two appraisers are equally close to the determination of the third appraiser, then the Fair Value of the Transferred Shares shall be the average of the determination determinations of all three appraisers. Such determination of the Fair Value of the Transferred Shares shall be final and binding on the Involuntary Transferee, the Company and the Rightholders. The Involuntary Transferee shall be responsible for the fees and expenses of the appraiser designated by or on behalf of it, and the Company or the purchasing Rightholders (if both the Company and and/or the purchasing Rightholders), or as the purchasing Rightholders (if the Company is not purchasing any Transferred Shares) case may be, shall be responsible for the fees and expenses of the appraiser designated by or on behalf of the Board of Directors or and/or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares)Rightholders, as the case may be. The Involuntary Transferee Transferee, on the one hand, and the Company or and/or the purchasing Rightholders, as the case may be, on the other hand, shall each share half the fees and expenses of the appraiser designated by the first two appraisers. For purposes of this Section 3.2(b)3.3.2, the “"Fair Value” " of the Transferred Shares means the per share fair market value of such Transferred Shares determined in accordance with this Section 3.2(b) 3.3.2 based upon all considerations that the appraisers determine to be relevant. All expenses to be shared by the Company and the purchasing Rightholders, or among the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), shall be shared in proportion to the number of Transferred Shares purchased.

Fair Value. If 9.1 Whenever the parties fail Fair Value of any Share, undertaking, company, interest, business, asset and/or the like is required to be determined in terms of this Agreement, such Fair Value shall mean the Fair Value of such Share, undertaking, company, interest, business, asset and/or the like, agreed between the relevant Shareholders in writing, or failing such agreement after a period of thirty days after which such agreement has been called for, the Fair Value determined by a valuation expert contemplated in 9.2. 9.2 Any failure to agree upon in writing on the per share purchase price Fair Value as contemplated in 9.1 shall be deemed for the purposes of this Agreement to be a dispute which shall be referred for determination to such valuation expert as the Shareholders may agree in writing to appoint or, if no such agreement is concluded within seven days after any Shareholder requests it, such independent and adequately experienced and qualified investment bank as may be appointed at the request of any Shareholder by the President for the time being of the Transferred Shares South African Institute of Chartered Accountants (who may determine in accordance with Section 3.2(a) hereofhis discretion whether such investment bank is independent and adequately experienced and qualified). Any such valuation expert shall be appointed on the basis that - 9.2.1 the valuation expert shall act as an expert and not as arbitrator, then but shall call for and consider any written submissions which any such forced sale party may wish to submit; 9.2.2 the Company or determination of the Rightholdersvaluation expert shall, in the absence of manifest error, be final and binding on the Shareholders; 9.2.3 the valuation expert shall give written reasons for his decision; 9.2.4 the valuation expert shall be requested to give his decision as soon as possible and in any event within twenty-one days after he is appointed; 9.2.5 the Fair Value in question, as the case may be, shall purchase the Transferred Shares at a per share purchase price equal to the Fair Value (as hereinafter defined) thereof. The Fair Value of the Transferred Shares shall be determined by a panel of three independent appraisers, which shall be nationally recognized investment banking firms or nationally recognized experts experienced in the valuation of corporations engaged in the business conducted expert by the Company. Within five (5) Business Days after the last day use of the Price Negotiation Period or such earlier date accepted valuation methodology as the applicable parties determine that they canvaluation expert may deem appropriate, but the valuation expert shall not agree as to the per share purchase price, the Involuntary Transferee and the Board of Directors (in the case of a purchase by the Company), or the purchasing Rightholders purchasing take into account whether any interest represents a majority of the Transferred Shares being purchased by the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), or the Board of Directors and such purchasing Rightholders jointly (in the case of a purchase by the Company and Rightholders)minority interest, as the case may be. 9.3 The valuation expert may determine which one or more of (and the proportions in which) the Shareholders shall bear the valuation expert’s costs and charges, but such costs and charges shall each designate one in the absence of such appraiser a determination be borne by the Shareholders in their Pro Rata Proportions; provided that is willing for purposes of a Deemed Offer in terms of 14, such costs and able charges shall be borne by the Deemed Offeror referred to conduct such determination. in 14.1. 9.4 If either the Involuntary Transferee or the Board of Directors or the purchasing Rightholders or both, as the case may be, fails any valuation expert’s charges and any other costs have to make such designation within such period, then the other party be paid before that expert has made his award in respect thereof, the designation Shareholders shall have the right to make the designation on its behalf. The two appraisers designated shallpay such charges and costs in their Pro Rata Proportions, within a period of five (5) Business Days after the designation of the second appraiser, designate a mutually acceptable third appraiser. The three appraisers shall conduct their pending any determination as promptly as practicableto liability therefor by that expert; provided that for purposes of a Deemed Offer in terms of 14, such costs and the Fair Value of the Transferred Shares charges shall be the average of the determination of the two appraisers that are closer to each other than to the determination of the third appraiser, which third determination shall be discarded; provided, however, that if the determination of two appraisers are equally close to the determination of the third appraiser, then the Fair Value of the Transferred Shares shall be the average of the determination of all three appraisers. Such determination shall be final and binding on the Involuntary Transferee, the Company and the Rightholders. The Involuntary Transferee shall be responsible for the fees and expenses of the appraiser designated by or on behalf of it, and the Company or the purchasing Rightholders (if both the Company and the purchasing Rightholders), or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares) for the fees and expenses of the appraiser designated by or on behalf of the Board of Directors or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), as the case may be. The Involuntary Transferee and the Company or the purchasing Rightholders, as the case may be, shall each share half the fees and expenses of the appraiser designated borne by the appraisersDeemed Offeror referred to in 14.1. For purposes of this Section 3.2(b), the “Fair Value” of the Transferred Shares means the per share fair market value of such Transferred Shares determined in accordance with this Section 3.2(b) based upon all considerations that the appraisers determine to be relevant. All expenses to be shared by the Company and the purchasing Rightholders, or among the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), shall be shared in proportion to the number of Transferred Shares purchased.10 RESTRICTION ON DISPOSAL AND ENCUMBRANCE OF THE SHARES

Fair Value. If the parties fail to agree upon the per share purchase price ---------- of the Transferred Shares in accordance with Section 3.2(a) hereof, then the Company IT Rightholders or the RightholdersCompany, as the case may be, shall purchase the Transferred Shares at a per share purchase price equal to the Fair Value (as hereinafter defined) thereof. The Fair Value of the Transferred Shares shall be determined by a panel of three independent appraisers, which shall be nationally recognized investment banking firms firm or nationally recognized experts expert experienced in the valuation of corporations engaged in the business conducted by the Company. Within five (5) Business Days after the last day of the Price Negotiation Period or such earlier date as the applicable parties determine that they cannot agree as to the per share purchase price, the Involuntary Transferee and the Board of Directors (in the case of a purchase by the Company), or the purchasing IT Rightholders purchasing a majority of the Transferred Shares being purchased by the purchasing IT Rightholders (if the Company is not purchasing any Transferred Shares), or the Board of Directors and such purchasing IT Rightholders jointly (in the case of a purchase by the Company and IT Rightholders), as the case may be, shall each designate one such appraiser that is willing and able to conduct such determination. If either the Involuntary Transferee or the Board of Directors or the purchasing IT Rightholders or both, or all, as the case may be, fails to make such designation within such period, then the any other party that has made may apply to the designation shall have American Arbitration Association or a court of appropriate jurisdiction for the right to make the designation on its behalf. The two appraisers designated shall, within a period appointment of five (5) Business Days after the designation of the second appraiser, designate a mutually acceptable third such an appraiser. The three appraisers appraiser shall conduct their its determination as promptly as practicable, and the Fair Value of the Transferred Shares shall be the average of the determination of the two appraisers that are closer to each other than to the determination of the third determined by such appraiser, which third determination shall be discarded; provided, however, that if the determination of two appraisers are equally close to the determination of the third appraiser, then the Fair Value of the Transferred Shares shall be the average of the determination of all three appraisers. Such determination shall be final and binding on the Involuntary Transferee, the Company and the IT Rightholders. The Involuntary Transferee shall be responsible for one-half the fees and expenses of the appraiser designated by or on behalf of it, and the Company or and/or the purchasing IT Rightholders (if both in proportion to the Company and the ratio in which they are purchasing Rightholders), or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares) Shares shall be responsible for one-half of the fees and expenses of the appraiser designated by or on behalf of the Board of Directors or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), as the case may be. The Involuntary Transferee and the Company or the purchasing Rightholders, as the case may be, shall each share half the fees and expenses of the appraiser designated by the appraisersappraiser. For purposes of this Section 3.2(b), the “"Fair ---- Value” " of the Transferred Shares means the per share fair market value of such Transferred ----- Shares determined in accordance with this Section 3.2(b) based upon all considerations that the appraisers determine appraiser determines to be relevant. All expenses to be shared by the Company and the purchasing Rightholders, or among the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), shall be shared in proportion to the number of Transferred Shares purchased.

Fair Value. If the parties fail to agree upon the per share purchase ---------- price of the Transferred Shares in accordance with Section 3.2(a) 3.2.1 hereof, then the Company or the Rightholders, as the case may be, shall purchase the Transferred Shares at a per share purchase price equal to the Fair Value (as hereinafter defined) thereof. The Fair Value of the Transferred Shares shall be determined by a panel of three independent appraisers, which shall be nationally recognized investment banking firms or nationally recognized experts experienced in the valuation of corporations engaged in the business conducted by the Companycorporations. Within five (5) Business Days after the last day notice to the Involuntary Transferee with respect to the exercise of the Price Negotiation Period or such earlier date as right to purchase the applicable parties determine that they cannot agree as to the per share purchase priceTransferred Shares, the Involuntary Transferee and the Board of Directors (in the case of a purchase by the Company), or the purchasing Rightholders purchasing a majority of the Transferred Shares being purchased by the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), or the Board of Directors and such purchasing Rightholders jointly (in the case of a purchase by the Company and Rightholders), as the case may be, shall each designate one such appraiser that is willing and able to conduct such determination. If either the Involuntary Transferee or the Board of Directors or the purchasing Rightholders or both, as the case may be, fails to make such designation within such period, then the other party that has made the designation shall have the right to make the designation on its behalf. The two appraisers designated shall, within a period of five (5) Business Days after the designation of the second appraiser, agree to designate a mutually acceptable third appraiser. The three appraisers shall conduct their determination as promptly as practicable, and the Fair Value of the Transferred Shares shall be the average of the determination of the two appraisers that are closer to each other than to the determination of the third appraiser, which third determination shall be discarded; provided, however, that if the determination of two appraisers are -------- ------- equally close to the determination of the third appraiser, then the Fair Value of the Transferred Shares shall be the average of the determination of all three appraisers. Such determination shall be final and binding on the Involuntary Transferee, the Company and the Rightholders. The Involuntary Transferee shall be responsible for the fees and expenses of the appraiser designated by or on behalf of it, and the Company or the purchasing Rightholders (if both the Company and the purchasing Rightholders), or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares) for the fees and expenses of the appraiser designated by or on behalf of the Board of Directors or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), as the case may beDirectors. The Involuntary Transferee and the Company or the purchasing Rightholders, as the case may be, shall each share half the fees and expenses of the appraiser designated by the appraisers. For purposes of this Section 3.2(b)3.2.2, the “"Fair Value” " of the Transferred Shares means the per share fair market value of such Transferred Shares determined in accordance with this Section 3.2(b) 3.2.2 based upon all considerations that the appraisers determine to be relevant. All expenses to be shared by the Company and the purchasing Rightholders, or among the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), shall be shared in proportion to the number of Transferred Shares purchased.

Fair Value. If it is necessary for any purpose of this agreement to determine the fair market value of the Holdco Shares held by a Holdco Shareholder (Sale Shares), the following provisions shall apply: (a) All Holdco Shareholders shall, for a period of 10 Business Days after one Holdco Shareholder gives notice to the Holdco Shareholders requiring them to do so, endeavour to agree on the fair market value of the Sale Shares. (b) If the parties fail to Holdco Shareholders do not agree upon on the per share purchase price fair market value of the Transferred Sale Shares within the period of 10 Business Days referred to in accordance with Section 3.2(a) hereofclause 10.17(a), then the Company or the Rightholders, as the case may be, shall purchase the Transferred Shares at a per share purchase price equal to the Fair Value (as hereinafter defined) thereof. The Fair Value of the Transferred Shares fair market value shall be determined by a panel of three an independent appraisers, which shall be nationally recognized investment banking firms or nationally recognized experts experienced in the valuation of corporations engaged in the business conducted valuer agreed upon by the Company. Within five (5) Holdco Shareholders, or failing agreement on the valuer within 5 Business Days after the last day end of that period, appointed on the application of any Holdco Shareholders by the president for the time being of the Price Negotiation Period Institute of Chartered Accountants of New Zealand or such earlier date his or her nominee. (c) The person appointed as valuer under clause 10.17(b) shall: (i) act as an expert and not as arbitrator; (ii) determine the fair market value of the Sale Shares as soon as possible, which valuation shall be conclusive. (d) In determining the fair market value of the Sale Shares, the valuer shall determine the fair market value of all of the Holdco Shares, and shall then determine the fair market value of the Sale Shares in question as the applicable parties determine appropriate percentage of the value of all Holdco Shares, so that they cannot agree no regard shall be had to the control of Holdco, or to any premium for control or discount for lack of control. (e) The Holdco Shareholders shall promptly and openly make available to the valuer all information in their possession or under their control relating to Holdco to enable the valuer to proceed with the valuation on an informed basis as to the per share purchase pricefinancial position, the Involuntary Transferee and the Board of Directors (in the case of a purchase by the Company)affairs, or the purchasing Rightholders purchasing a majority of the Transferred Shares being purchased by the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), or the Board of Directors and such purchasing Rightholders jointly (in the case of a purchase by the Company and Rightholders), as the case may be, shall each designate one such appraiser that is willing and able to conduct such determination. If either the Involuntary Transferee or the Board of Directors or the purchasing Rightholders or both, as the case may be, fails to make such designation within such period, then the other party that has made the designation shall have the right to make the designation on its behalf. The two appraisers designated shall, within a period of five (5) Business Days after the designation of the second appraiser, designate a mutually acceptable third appraiser. The three appraisers shall conduct their determination as promptly as practicableperformance, and prospects of Holdco. In these circumstances, RNZ shall provide the Fair Value of the Transferred Shares shall be the average of the determination of the two appraisers valuer with all relevant information in this respect that are closer to each other than it holds pursuant to the determination of the third appraiser, which third determination shall be discarded; provided, however, that if the determination of two appraisers are equally close to the determination of the third appraiser, then the Fair Value of the Transferred Shares shall be the average of the determination of all three appraisers. Such determination shall be final and binding on the Involuntary Transferee, the Company and the Rightholders. Management Agreement. (f) The Involuntary Transferee shall be responsible for the fees and expenses of the appraiser designated by or on behalf of it, and the Company or the purchasing Rightholders (if both the Company and the purchasing Rightholders), or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares) for the fees and expenses of the appraiser designated by or on behalf of the Board of Directors or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), as the case may be. The Involuntary Transferee and the Company or the purchasing Rightholders, as the case may be, valuer shall each share half the fees and expenses of the appraiser designated be paid by the appraisers. For purposes of this Section 3.2(b), the “Fair Value” of the Transferred Shares means the per share fair market value of such Transferred Shares determined in accordance with this Section 3.2(b) based upon all considerations that the appraisers determine to be relevant. All expenses to be shared by the Company and the purchasing Rightholders, or among the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), shall be shared Holdco Shareholders pro rata in proportion to their holdings of Holdco Shares, or in such other manner as the number of Transferred Shares purchasedvaluer may determine. (g) The valuer may require the parties to adhere to such adjustments to the time frames set out in clause 10 as may be appropriate to reflect the time taken to determine Fair Value.

Fair Value. For purposes of this Agreement, Fair Value for any Employee Unit Holder shall be determined at the sole discretion of the Board. For a Qualified Member, Fair Value should be determined in accordance with the procedures set forth below, in each case based on the per unit value of the Company as a whole as of the relevant date, without any discount for the sale of a minority interest and without considering lack of liquidity of such Offered Securities: (i) The Board shall determine the Fair Value of the Offered Securities in good faith, using commercially reasonable methods and at the Company’s sole expense, provided, that if the Qualified Member is a member of or non-voting observer on the Board, he shall recuse himself from all deliberations of the Board regarding such determination, and except as otherwise provided herein shall not be entitled to receive or be provided access to any minutes or other records of the Board with respect to such determination. The Board shall communicate the per unit valuation as so determined in writing to the Qualified Member within twenty (20) Business Days of the date that his employment with the Company is terminated or the Board takes cognizance of the need to determine the Fair Market Value of the Membership Units, and, upon his request, shall provide to him appropriate supporting documentation regarding the methods, assumptions and other bases used in arriving at such valuation. If acceptable to the Qualified Member, the fair market value of the Offered Securities shall be as so determined. (ii) If the parties fail Fair Value as determined under clause (i) is not acceptable to the Qualified Member, he shall determine the fair market value of the Offered Securities in good faith, using commercially reasonable methods and at the Qualified Member’s sole expense, and shall communicate the per unit valuation (the “Qualified Member’s Value”) as so determined in writing to the Board within twenty (20) Business Days following the Board’s communication to the Qualified Member of the per unit valuation pursuant to clause (A) above and, upon the Board’s request, shall provide to the Board appropriate supporting documentation regarding the methods, assumptions and other bases used in arriving at such valuation. If acceptable to the Board, the fair market value of the Offered Securities shall be as so determined. (iii) If the Fair Value as determined under clause (ii) is not acceptable to the Board, the Board and the Qualified Member shall then negotiate in good faith to agree upon the per share purchase price of the Transferred Shares in accordance with Section 3.2(a) hereof, then the Company or the Rightholders, as the case may be, shall purchase the Transferred Shares at a per share purchase price equal to the Fair Value (as hereinafter defined) thereof. The Fair Value of the Transferred Shares Offered Securities, based on the valuations under clause (i) and (ii) by the Board and Qualified Member above. (iv) If the Board and the Qualified Member shall be determined by a panel of three independent appraisers, which shall be nationally recognized investment banking firms or nationally recognized experts experienced in the valuation of corporations engaged in the business conducted unable by the Company. Within five foregoing means to agree upon the Fair Value of the Offered Securities within ten (510) Business Days after the last day Board has been advised of the Price Negotiation Period or such earlier date as Qualified Member’s Value, the applicable parties determine that they cannot agree as issue shall then be submitted to binding arbitration in Las Vegas, Nevada, according to the per share purchase price, rules and procedures of the Involuntary Transferee American Arbitration Association. The Company and the Board of Directors Qualified Member shall each submit to the Expert their valuations under clause (i) and (ii) above, together with all supporting documentation regarding the methods, assumptions and other bases used in the case of a purchase by the Company), or the purchasing Rightholders purchasing a majority arriving at such valuation. The Expert shall then be instructed to choose which of the Transferred Shares being purchased by the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), or the Board of Directors and such purchasing Rightholders jointly (in the case of a purchase by the Company and Rightholders), as the case may be, shall each designate one such appraiser that is willing and able to conduct such determination. If either the Involuntary Transferee or the Board of Directors or the purchasing Rightholders or both, as the case may be, fails to make such designation within such period, then the other party that has made the designation shall have the right to make the designation on its behalf. The two appraisers designated shall, within a period of five (5) Business Days after the designation of the second appraiser, designate a mutually acceptable third appraiser. The three appraisers shall conduct their determination as promptly as practicable, and valuations more closely reflects the Fair Value of the Transferred Shares Offered Securities, and shall be not have the average right to choose a third valuation as the appropriate fair market value of the determination of the two appraisers that are closer to each other than to the determination of the third appraiser, which third determination shall be discarded; provided, however, that if the determination of two appraisers are equally close to the determination of the third appraiser, then the Fair Value of the Transferred Shares shall be the average of the determination of all three appraisers. Such determination shall be final and binding on the Involuntary Transferee, the Company and the RightholdersOffered Securities. The Involuntary Transferee party whose valuation is not so chosen by the Expert shall be responsible for the fees pay any and all costs and expenses of the appraiser designated arbitration (but not the initial valuation by or on behalf of it, and the Company or the purchasing Rightholders (if both the Company and the purchasing Rightholders), or the purchasing Rightholders (if the Company is not purchasing any Transferred Sharesother party) for the including without limitation reasonable attorneys’ fees and expenses of the appraiser designated by or on behalf of the Board of Directors or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), as the case may be. The Involuntary Transferee and the Company or the purchasing Rightholders, as the case may be, shall each share half the other fees and expenses of the appraiser designated incurred by the appraisers. For purposes of this Section 3.2(b), the “Fair Value” of the Transferred Shares means the per share fair market value of prevailing party in such Transferred Shares determined in accordance with this Section 3.2(b) based upon all considerations that the appraisers determine to be relevant. All expenses to be shared by the Company and the purchasing Rightholders, or among the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), shall be shared in proportion to the number of Transferred Shares purchasedarbitration.

Fair Value. If the parties fail to agree upon the per share ---------- purchase price of the Transferred Shares in accordance with Section 3.2(a) 3.2.1 hereof, then the Company Company, the Virgin Stockholders or the RightholdersOther Stockholders, as the case may be, shall purchase the Transferred Shares at a per share purchase price equal to the Fair Value (as hereinafter defined) thereof. The Fair Value of the Transferred Shares shall be determined by a panel of three independent appraisers, which shall be nationally recognized investment banking firms or nationally recognized experts experienced in the valuation of corporations engaged in the business conducted by the Company. Within five (5) Business Days after the last day of the Price Negotiation Period or such earlier date as the applicable parties determine that they cannot agree as to the per share purchase price, the Involuntary Transferee and the Board of Directors (in the case of a purchase by the Company), the Virgin Stockholders or the purchasing Rightholders purchasing a majority of the Transferred Shares being purchased by the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), or the Board of Directors and such purchasing Rightholders jointly (in the case of a purchase by the Company and Rightholders)Other Stockholders, as the case may be, shall each designate one such appraiser that is willing and able to conduct such determination; provided, that if the -------- appraiser is to be designated by the Other Stockholders, it will be designated by Other Stockholders holding 60% of the outstanding Shares held by all Other Stockholders. If either the Involuntary Transferee or the Board of Directors Directors, the Virgin Stockholders or the purchasing Rightholders or bothOther Stockholders, as the case may be, fails to make such designation within such period, then the other party that has made the designation shall have the right to make the designation on its behalf. The two appraisers designated shall, within a period of five (5) Business Days after the designation of the second appraiser, agree to designate a mutually acceptable third appraiser. The three appraisers shall conduct their determination as promptly as practicable, and the Fair Value of the Transferred Shares shall be the average of the determination of the two appraisers that are closer to each other than to the determination of the third appraiser, which third determination shall be discarded; provided, however, that -------- ------- if the determination of two appraisers are equally close to the determination of the third appraiser, then the Fair Value of the Transferred Shares shall be the average of the determination of all three appraisers. Such determination shall be final and binding on the Involuntary Transferee, the Company Company, the Virgin Stockholders and the RightholdersOther Stockholders. The Involuntary Transferee shall be responsible for the fees and expenses of the appraiser designated by or on behalf of it, and the Company or the purchasing Rightholders (if both the Company and the purchasing Rightholders), or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares) for the fees and expenses of the appraiser designated by or on behalf of the Board of Directors or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), as the case may be. The Involuntary Transferee and the Company or the purchasing Rightholders, as the case may be, shall each share half the fees and expenses of the appraiser designated by the all appraisers. For purposes of this Section 3.2(b)3.2.2, the “"Fair Value” " of the Transferred Shares means the per share fair market ---------- value of such Transferred Shares determined in accordance with this Section 3.2(b) 3.2.2 based upon all considerations that the appraisers determine to be relevant. All expenses to be shared by the Company and the purchasing Rightholders, or among the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), shall be shared in proportion to the number of Transferred Shares purchased.

Fair Value. If the parties fail to agree upon the per share purchase price of the Transferred Shares in accordance with Section 3.2(a) hereof, then the Company or the Rightholders, as the case may be, shall purchase the Transferred Shares at a per share purchase price equal to the Fair Value (as hereinafter defined) thereof. The Fair Value of the Transferred Shares shall be determined by a panel of three independent appraisers, which shall be nationally recognized investment banking firms or nationally recognized experts experienced in the valuation of corporations engaged in the business conducted by the Company. Within five (5) Business Days after the last day of the Price Negotiation Period or such earlier date as the applicable parties determine that they cannot agree as to the per share purchase price, the Involuntary Transferee and the Board of Directors (in the case of a purchase by the Company), or the purchasing Rightholders purchasing a majority of the Transferred Shares being purchased by the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), or the Board of Directors and such purchasing Rightholders jointly (in the case of a purchase by the Company and Rightholders), as the case may be, shall each designate one such appraiser that is willing and able to conduct such determination. If either the Involuntary Transferee or the Board of Directors or the purchasing Rightholders or both, as the case may be, fails to make such designation within such period, then the other party that has made the designation shall have the right to make the designation on its behalf. The two appraisers designated shall, within a period of five (5) Business Days after the designation of the second appraiser, designate a mutually acceptable third appraiser. The three appraisers shall conduct their determination as promptly as practicable, and the Fair Value of the Transferred Shares shall be the average of the determination of the two appraisers that are closer to each other than to the determination of the third appraiser, which third determination shall be discarded; provided, however, that if the determination of two appraisers are equally close to the determination of the third appraiser, then the Fair Value of the Transferred Shares shall be the average of the determination of all three appraisers. Such determination shall be final and binding on the Involuntary Transferee, the Company and the Rightholders. The Involuntary Transferee shall be responsible for the fees and expenses of the appraiser designated by or on behalf of it, and the Company or the purchasing Rightholders (if both the Company and the purchasing Rightholders), or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares) for the fees and expenses of the appraiser designated by or on behalf of the Board of Directors or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), as the case may be. The Involuntary Transferee and the Company or the purchasing Rightholders, as the case may be, shall each share half the fees and expenses of the appraiser designated by the appraisers. For purposes of this Section 3.2(b), the “"Fair Value” " of the Transferred Shares means the per share fair market value of such Transferred Shares determined in accordance with this Section 3.2(b) based upon all considerations that the appraisers determine to be relevant. All expenses to be shared by the Company and the purchasing Rightholders, or among the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), shall be shared in proportion to the number of Transferred Shares purchased.

Fair Value. If the parties fail to agree upon the per share purchase price of the Transferred Shares in accordance with Section 3.2(a) hereof, then the Company or the Section 3.2 Rightholders, as the case may be, shall purchase the Transferred Shares at a per share purchase price equal to the Fair Value (as hereinafter defined) thereof. The Fair Value of the Transferred Shares shall be determined by a panel of three independent appraisers, which shall be nationally recognized investment banking firms or nationally recognized experts experienced in the valuation of corporations engaged in the business conducted by the Company. Within five (5) Business Days after the last day of the Price Negotiation Period or such earlier date as the applicable parties determine that they cannot agree as to the per share purchase price, the Involuntary Transferee and the Board of Directors (in the case of a purchase by the Company), or the purchasing Section 3.2 Rightholders purchasing a majority of the Transferred Shares being purchased by the purchasing Section 3.2 Rightholders (if the Company is not purchasing any Transferred Shares), or the Board of Directors and such purchasing Section 3.2 Rightholders jointly (in the case of a purchase by the Company and Section 3.2 Rightholders), as the case may be, shall each designate one such appraiser that is willing and able to conduct such determination. If either the Involuntary Transferee or the Board of Directors or the purchasing Section 3.2 Rightholders or both, as the case may be, fails to make such designation within such period, then the other party that has made the designation shall have the right to make the designation on its behalf. The two appraisers designated shall, within a period of five (5) Business Days after the designation of the second appraiser, designate a mutually acceptable third appraiser. The three appraisers shall conduct their determination as promptly as practicable, and the Fair Value of the Transferred Shares shall be the average of the determination of the two appraisers that are closer to each other than to the determination of the third appraiser, which third determination shall be discarded; provided, however, that if the determination of two appraisers are equally close to the determination of the third appraiser, then the Fair Value of the Transferred Shares shall be the average of the determination of all three appraisers. Such determination shall be final and binding on the Involuntary Transferee, the Company and the Rightholders. The Involuntary Transferee shall be responsible for the fees and expenses of the appraiser designated by or on behalf of it, and the Company or the purchasing Rightholders (if both the Company and the purchasing Rightholders), or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares) for the fees and expenses of the appraiser designated by or on behalf of the Board of Directors or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), as the case may be. The Involuntary Transferee and the Company or the purchasing Rightholders, as the case may be, shall each share half the fees and expenses of the appraiser designated by the appraisers. For purposes of this Section 3.2(b), the “Fair Value” of the Transferred Shares means the per share fair market value of such Transferred Shares determined in accordance with this Section 3.2(b) based upon all considerations that the appraisers determine to be relevant. All expenses to be shared by the Company and the purchasing Rightholders, or among the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), shall be shared in proportion to the number of Transferred Shares purchased.3.2

Fair Value. If the parties fail to agree upon the per share purchase price of the Transferred Shares in accordance with Section 3.2(a) hereof, then the Company or the Rightholders, as the case may be, Rightholders shall purchase the Transferred Shares at a per share purchase price equal to the Fair Value (as hereinafter defined) thereof. The Fair Value of the Transferred Shares shall be determined by a panel of three independent appraisers, which shall be nationally recognized investment banking firms or nationally recognized experts experienced in the valuation of corporations engaged in the business conducted by the Company. Within five (5) Business Days after the last day of the Price Negotiation Period or such earlier date as the applicable parties determine that they cannot agree as to the per share purchase price, the Involuntary Transferee and the Board of Directors (in the case of a purchase by the Company), or the purchasing Rightholders purchasing a majority of the Transferred Shares being purchased by the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), or the Board of Directors and such purchasing Rightholders jointly (in the case of a purchase by the Company and Rightholders), as the case may be, shall each designate one such appraiser that is willing and able to conduct such determination. If either the Involuntary Transferee or the Board of Directors or the purchasing Rightholders or both, as the case may be, fails to make such designation within such period, then the other party that has made the designation shall have the right to make the designation on its behalf. The two appraisers designated shall, within a period of five (5) Business Days after the designation of the second appraiser, designate a mutually acceptable third appraiser. The three appraisers shall conduct their determination as promptly as practicable, and the Fair Value of the Transferred Shares shall be the average of the determination of the two appraisers that are closer to each other than to the determination of the third appraiser, which third determination shall be discarded; providedPROVIDED, however, HOWEVER that if the determination of two appraisers are equally close to the determination of the third appraiser, then the Fair Value of the Transferred Shares shall be the average of the determination of all three appraisers. Such determination shall be final and binding on the Involuntary Transferee, the Company Transferee and the Rightholders. The Involuntary Transferee shall be responsible for the fees and expenses of the appraiser designated by or on behalf of it, and the Company or the purchasing Rightholders (if both the Company and the purchasing Rightholders), or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares) for the fees and expenses of the appraiser designated by or on behalf of the Board of Directors or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), as the case may beDirectors. The Involuntary Transferee and the Company or the purchasing Rightholders, as the case may be, Rightholders shall each share half the fees and expenses of the appraiser designated by the appraisers. For purposes of this Section 3.2(b), the “Fair Value” "FAIR VALUE" of the Transferred Shares means the per share fair market value of such Transferred Shares determined in accordance with this Section 3.2(b) based upon all considerations that the appraisers determine to be relevant. All expenses to be shared by the Company and the purchasing Rightholders, or among of the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), shall be shared in proportion to the number of Transferred Shares purchased.

Fair Value. If 9.1 Whenever the parties fail Fair Value of any Share, undertaking, company, interest, business, asset and/or the like is required to be determined in terms of this Agreement, such Fair Value shall mean the Fair Value of such Share, undertaking, company, interest, business, asset and/or the like, agreed between the relevant Shareholders in writing, or failing such agreement after a period of thirty days after which such agreement has been called for, the Fair Value determined by a valuation expert contemplated in 9.2. 9.2 Any failure to agree upon in writing on the per share purchase price Fair Value as contemplated in 9.1 shall be deemed for the purposes of this Agreement to be a dispute which shall be referred for determination to such valuation expert as the Shareholders may agree in writing to appoint or, if no such agreement is concluded within seven days after any Shareholder requests it, such independent and adequately experienced and qualified investment bank as may be appointed at the request of any Shareholder by the President for the time being of the Transferred Shares South African Institute of Chartered Accountants (who may determine in accordance with Section 3.2(a) hereofhis discretion whether such investment bank is independent and adequately experienced and qualified). Any such valuation expert shall be appointed on the basis that - 9.2.1 the valuation expert shall act as an expert and not as arbitrator, then but shall call for and consider any written submissions which any such forced sale party may wish to submit; 9.2.2 the Company or determination of the Rightholdersvaluation expert shall, in the absence of manifest error, be final and binding on the Shareholders; 9.2.3 the valuation expert shall give written reasons for his decision; 9.2.4 the valuation expert shall be requested to give his decision as soon as possible and in any event within twenty-one days after he is appointed; 9.2.5 the Fair Value in question, as the case may be, shall purchase the Transferred Shares at a per share purchase price equal to the Fair Value (as hereinafter defined) thereof. The Fair Value of the Transferred Shares shall be determined by a panel of three independent appraisers, which shall be nationally recognized investment banking firms or nationally recognized experts experienced in the valuation of corporations engaged in the business conducted expert by the Company. Within five (5) Business Days after the last day use of the Price Negotiation Period or such earlier date accepted valuation methodology as the applicable parties determine that they canvaluation expert may deem appropriate, but the valuation expert shall not agree as to the per share purchase price, the Involuntary Transferee and the Board of Directors (in the case of a purchase by the Company), or the purchasing Rightholders purchasing take into account whether any interest represents a majority of the Transferred Shares being purchased by the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), or the Board of Directors and such purchasing Rightholders jointly (in the case of a purchase by the Company and Rightholders)minority interest, as the case may be. 9.3 The valuation expert may determine which one or more of (and the proportions in which) the Shareholders shall bear the valuation expert’s costs and charges, but such costs and charges shall each designate one in the absence of such appraiser a determination be borne by the Shareholders in their Pro Rata Proportions; provided that is willing for purposes of a Deemed Offer in terms of 14, such costs and able charges shall be borne by the Deemed Offeror referred to conduct such determination. in 14.1. 9.4 If either the Involuntary Transferee or the Board of Directors or the purchasing Rightholders or both, as the case may be, fails any valuation expert’s charges and any other costs have to make such designation within such period, then the other party be paid before that expert has made his award in respect thereof, the designation Shareholders shall have the right to make the designation on its behalf. The two appraisers designated shallpay such charges and costs in their Pro Rata Proportions, within a period of five (5) Business Days after the designation of the second appraiser, designate a mutually acceptable third appraiser. The three appraisers shall conduct their pending any determination as promptly as practicableto liability therefor by that expert; provided that for purposes of a Deemed Offer in terms of 14, such costs and the Fair Value of the Transferred Shares charges shall be the average of the determination of the two appraisers that are closer to each other than to the determination of the third appraiser, which third determination shall be discarded; provided, however, that if the determination of two appraisers are equally close to the determination of the third appraiser, then the Fair Value of the Transferred Shares shall be the average of the determination of all three appraisers. Such determination shall be final and binding on the Involuntary Transferee, the Company and the Rightholders. The Involuntary Transferee shall be responsible for the fees and expenses of the appraiser designated by or on behalf of it, and the Company or the purchasing Rightholders (if both the Company and the purchasing Rightholders), or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares) for the fees and expenses of the appraiser designated by or on behalf of the Board of Directors or the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), as the case may be. The Involuntary Transferee and the Company or the purchasing Rightholders, as the case may be, shall each share half the fees and expenses of the appraiser designated borne by the appraisers. For purposes of this Section 3.2(b), the “Fair Value” of the Transferred Shares means the per share fair market value of such Transferred Shares determined Deemed Offeror referred to in accordance with this Section 3.2(b) based upon all considerations that the appraisers determine to be relevant. All expenses to be shared by the Company and the purchasing Rightholders, or among the purchasing Rightholders (if the Company is not purchasing any Transferred Shares), shall be shared in proportion to the number of Transferred Shares purchased14.1.