Common use of Valuation of Units Clause in Contracts

Valuation of Units. (a) If the Members seek to determine the Fair Market Value of any Units (prior to a Qualified IPO) pursuant to the provisions of this Agreement referencing this Section 9.05, then Echo (provided, that H&F shall have the right to negotiate Fair Market Value on behalf of Echo in the event that (i) the Sponsor Shareholders are not participating in a Transfer giving rise to such Fair Market Value determination or (ii) H&F shall have the right to receive all cash or marketable securities as consideration in the Transfer giving rise to such Fair Market Value determination) and the MCK Members shall negotiate in good faith for fifteen (15) days to determine the Fair Market Value of such Units, as applicable. If Echo and the MCK Members are not able to agree on the applicable Fair Market Value prior to such 15th day, each shall select an Appraiser within five (5) Business Days thereafter. Within thirty (30) days after the selection of such Appraisers, each Appraiser so selected shall independently determine the Fair Market Value of such Units as of the date of notice of any sale or issuance requiring such determination of Fair Market Value (each, an “Initial Appraised Value”). If the two Initial Appraised Values differ from each other by 10% or less (based on the lower Initial Appraised Value), then the Fair Market Value of such Units shall be deemed to be the average of such Initial Appraised Values. If the two Initial Appraised Values differ from each other by more than 10% (based on the lower Initial Appraised Value), then the two initial Appraisers shall, within five (5) Business Days following such calculation, jointly select a third Appraiser. Within twenty one (21) days after the selection of such third Appraiser, such third Appraiser shall determine the Fair Market Value of such Units as of the date of notice of any sale or issuance requiring such determination of Fair Market Value, as applicable (the “Subsequent Appraised Value”), which Subsequent Appraised Value shall not be more than the greater of the two Initial Appraised Values nor less than the lower of the two Initial Appraised Values. If a third Appraiser is selected pursuant to this Section 9.05, the Fair Market Value of such Units shall be deemed to be the Subsequent Appraised Value. (b) The Company shall provide each of the Appraisers with: (i) a copy of the pertinent sections of this Agreement, (ii) the Company’s most recent consolidated financial statements; (iii) financial forecasts (including documentation of the key assumptions used in such forecasts) for the Company and its Subsidiaries on a consolidated basis; and (iv) such other information as such Appraiser may reasonably request in connection with its appraisal. The Company shall provide each Appraiser with reasonable access to the Company’s management to discuss the financial information described in the preceding sub-clauses (ii) and (iii). In the event that the Company fails to comply with the obligations set forth in this Section 9.05(b) during the first fifteen (15) days of any applicable determination in this Section 9.05(b), such period shall be tolled until the Company complies with the obligations set forth in this Section 9.05(b). (c) If the Members seek to determine the Fair Market Value of any Units following a Qualified IPO, then the Fair Market Value of such Units shall be determined by the Board based on the Echo Ratio and the arithmetic average of the VWAP of the Echo Shares over a thirty (30) consecutive trading day period immediately prior to the relevant determination date (or such shorter period of Trading Days following the date of determination and the occurrence of a Qualified IPO). “VWAP” means, for each of the thirty (30) consecutive trading days during the 30-day averaging period, the per share volume-weighted average price of the Echo Shares as displayed by Bloomberg (or its equivalent successor) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such trading day (or if such volume-weighted average price is unavailable, the market value of one share of the Echo Shares on such trading day determined, using a volume weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Board). The volume weighted average price used for purposes of the VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

Valuation of Units. (a) If the Members seek to determine the Fair Market Value of any Units (prior to a Qualified IPO) pursuant to the provisions of this Agreement referencing this Section 9.05, then Echo (provided, that H&F shall have the right to negotiate Fair Market Value on behalf of Echo in the event that (i) the Sponsor Shareholders are not participating in a Transfer giving rise to such Fair Market Value determination or (ii) H&F shall have the right to receive all cash or marketable securities as consideration in the Transfer giving rise to such Fair Market Value determination) and the MCK Members shall negotiate in good faith for fifteen (15) days to determine the Fair Market Value of such Units, as applicable. If Echo and the MCK Members are not able to agree on the applicable Fair Market Value prior to such 15th day, each shall select an Appraiser within five (5) Business Days thereafter. Within thirty (30) days after the selection of such Appraisers, each Appraiser so selected shall independently determine the Fair Market Value of such Units as of the date of notice of any sale or issuance requiring such determination of Fair Market Value (each, an “Initial Appraised Value”). If the two Initial Appraised Values differ from each other by 10% or less (based on the lower Initial Appraised Value), then the Fair Market Value of such Units shall be deemed to be the average of such Initial Appraised Values. If the two Initial Appraised Values differ from each other by more than 10% (based on the lower Initial Appraised Value), then the two initial Appraisers shall, within five (5) Business Days following such calculation, jointly select a third Appraiser. Within twenty one (21) days after the selection of such third Appraiser, such third Appraiser shall determine the Fair Market Value of such Units as of the date of notice of any sale or issuance requiring such determination of Fair Market Value, as applicable (the “Subsequent Appraised Value”), which Subsequent Appraised Value shall not be more than the greater of the two Initial Appraised Values nor less than the lower of the two Initial Appraised Values. If a third Appraiser is selected pursuant to this Section 9.05, the Fair Market Value of such Units shall be deemed to be the Subsequent Appraised Value. (b) The Company shall provide each of the Appraisers with: (i) a copy of the pertinent sections of this Agreement, (ii) the Company’s most recent consolidated financial statements; (iii) financial forecasts (including documentation of the key assumptions used in such forecasts) for the Company and its Subsidiaries on a consolidated basis; and (iv) such other information as such Appraiser may reasonably request in connection with its appraisal. The Company shall provide each Appraiser with reasonable access to the Company’s management to discuss the financial information described in the preceding sub-clauses (ii) and (iii). In the event that the Company fails to comply with the obligations set forth in this Section 9.05(b) during the first fifteen (15) days of any applicable determination in this Section 9.05(b), such period shall be tolled until the Company complies with the obligations set forth in this Section 9.05(b). (c) If the Members seek to determine the Fair Market Value of any Units following a Qualified IPO, then the Fair Market Value of such Units shall be determined by the Board based on the Echo Ratio and the arithmetic average of the VWAP of the Echo Shares over a thirty (30) consecutive trading day period immediately prior to the relevant determination date (or such shorter period of Trading Days following the date of determination and the occurrence of a Qualified IPO). “VWAP” means, for each of the thirty (30) consecutive trading days during the 30-day averaging period, the per share volume-weighted average price of the Echo Shares as displayed by Bloomberg (or its equivalent successor) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such trading day (or if such volume-weighted average price is unavailable, the market value of one share of the Echo Shares on such trading day determined, using a volume weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Board). The volume weighted average price used for purposes of the VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.the

Valuation of Units. (a) If the Members seek to determine the Fair Market Value of any Units (prior to a Qualified IPO) pursuant to the provisions of this Agreement referencing this Section 9.05, then Echo (provided, that H&F shall have the right to negotiate Fair Market Value on behalf of Echo in the event that (i) the Sponsor Shareholders are Shareholder is not participating in a Transfer giving rise to such Fair Market Value determination or (ii) H&F shall have the right to receive all cash or marketable securities as consideration in the Transfer giving rise to such Fair Market Value determination) and the MCK Members shall negotiate in good faith for fifteen (15) days to determine the Fair Market Value of such Units, as applicable. If Echo and the MCK Members are not able to agree on the applicable Fair Market Value prior to such 15th day, each shall select an Appraiser within five (5) Business Days thereafter. Within thirty (30) days after the selection of such Appraisers, each Appraiser so selected shall independently determine the Fair Market Value of such Units as of the date of notice of any sale or issuance requiring such determination of Fair Market Value (each, an “Initial Appraised Value”). If the two Initial Appraised Values differ from each other by 10% or less (based on the lower Initial Appraised Value), then the Fair Market Value of such Units shall be deemed to be the average of such Initial Appraised Values. If the two Initial Appraised Values differ from each other by more than 10% (based on the lower Initial Appraised Value), then the two initial Appraisers shall, within five (5) Business Days following such calculation, jointly select a third Appraiser. Within twenty one (21) days after the selection of such third Appraiser, such third Appraiser shall determine the Fair Market Value of such Units as of the date of notice of any sale or issuance requiring such determination of Fair Market Value, as applicable (the “Subsequent Appraised Value”), which Subsequent Appraised Value shall not be more than the greater of the two Initial Appraised Values nor less than the lower of the two Initial Appraised Values. If a third Appraiser is selected pursuant to this Section 9.05, the Fair Market Value of such Units shall be deemed to be the Subsequent Appraised Value. (b) The Company shall provide each of the Appraisers with: (i) a copy of the pertinent sections of this Agreement, (ii) the Company’s most recent consolidated financial statements; (iii) financial forecasts (including documentation of the key assumptions used in such forecasts) for the Company and its Subsidiaries on a consolidated basis; and (iv) such other information as such Appraiser may reasonably request in connection with its appraisal. The Company shall provide each Appraiser with reasonable access to the Company’s management to discuss the financial information described in the preceding sub-clauses (ii) and (iii). In the event that the Company fails to comply with the obligations set forth in this Section 9.05(b) during the first fifteen (15) days of any applicable determination in this Section 9.05(b), such period shall be tolled until the Company complies with the obligations set forth in this Section 9.05(b). (c) If the Members seek to determine the Fair Market Value of any Units following a Qualified IPO, then the Fair Market Value of such Units shall be determined by the Board based on the Echo Ratio and the arithmetic average of the VWAP of the Echo Shares over a thirty (30) consecutive trading day period immediately prior to the relevant determination date (or such shorter period of Trading Days following the date of determination and the occurrence Table of a Qualified IPO). “VWAP” means, for each of the thirty (30) consecutive trading days during the 30-day averaging period, the per share volume-weighted average price of the Echo Shares as displayed by Bloomberg (or its equivalent successor) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such trading day (or if such volume-weighted average price is unavailable, the market value of one share of the Echo Shares on such trading day determined, using a volume weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Board). The volume weighted average price used for purposes of the VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.Contents