FAIR MARKET VALUE APPRAISAL

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1 FAIR MARKET VALUE APPRAISAL Subject Company: Sample Company Heating & Air Subject Interest: 100% ownership interest Date of Appraisal: November 30, 2016 Date of Report: December 8, 2016 Page 1 of 1

2 December 8, 2016 Anywhere Bank Attn: John Customer 123 Main St Anytown, USA RE: Calculation of Value for 100% interest in Sample Company Heating & Air Dear Mr. Customer: We were retained by your Company to perform limited business valuation services of a 100% interest in Sample Company Heating & Air ( The Company ) as of November 30, 2016, to be used as the basis for obtaining S.B.A. financing for an acquisition. These services fall under the National Association of Certified Valuation Analysts Professional Standards. This type of service is explained in this standard as follows: Calculation Engagement occurs when the client and member agree to specific valuation approaches, methods, and the extent of selected procedures and results in a Calculated Value. Pursuant to our retention, we have presented our findings in a Calculation Report. A calculation report will contain less information than would be included in a Detailed or Summary Report under a Valuation Engagement. Our standards do not permit a detailed report to be used for this type of engagement, and therefore, this report is only appropriate for the client s review. This limited report may be misunderstood by those who are not familiar with all of the facts surrounding this engagement. Unless otherwise noted in this agreement, this Calculation Engagement is expected to be performed by Green Country Business Valuations, LLC considering an income approach, a market approach, if sufficient relevant data can be located. An asset approach will be considered to the extent that it can be performed without fixed and intangible asset appraisals. We did not perform a site visit or formal management interview as part of this engagement. We also did not perform an Economic Analysis and Industry Profile as is required in a Detailed Report. As such, our estimate of value may differ from a conclusion of value had a valuation engagement been performed. Although the purpose of this Calculation Engagement is to determine the reasonable value of the subject Company, the client has requested only limited analyses to be performed. Green Country Business Valuations, LLC will perform limited analyses to estimate the negotiable price

3 that can be used by the client in lieu of the more definitive estimate of fair market value of the subject Company. Fair market value is defined to be a value at which a willing seller and willing buyer, both being informed of the relevant facts about the business, could reasonably conduct a transaction, neither party acting under any compulsion to do so. It is understood that as a result of this assignment, the report cannot be attached to any tax return and no expert testimony shall be provided. The following documents were used in the analysis: Form 1120, U.S. S Corporation Tax Returns 2014 through 2015 Internal Financials through November 30, 2016 Other items referenced throughout the report 1.0 FINANCIAL ANALYSIS The book value of the Company was $305,098 with assets totaling $344,454 as of November 30, The unadjusted income statement for the Company is as presented: This section continues on the following page.

4 Table 1 Unadjusted Income Statement Green Country Business Valuations, LLC 11/30/ /31/ /31/2014 SALES $ 775, % $ 781, % $ 569, % Cost of Goods Sold $ 324, % $ 427, % $ 331, % GROSS PROFIT $ 450, % $ 353, % $ 238, % OPERATING EXPENSES Officer's Compensation $ 0.0% $ 70, % $ 69, % Other Salaries & Wages $ 204, % $ 0.0% $ 0.0% Repairs & Maintenance $ % $ 1, % $ 3, % Bed Debts $ 0.0% $ 0.0% $ 0.0% Rents $ 24, % $ 24, % $ 24, % Taxes & License $ % $ 14, % $ 15, % Interest Expense $ 0.0% $ % $ 0.0% Depreciation $ 0.0% $ 16, % $ 2, % Advertising $ 5, % $ 9, % $ 12, % Employee Benefit Programs $ 0.0% $ 0.0% $ 0.0% Other Operating Expense $ 95, % $ 81, % $ 95, % Total Operating Expenses $ 331, % $ 220, % $ 222, % PRE TAX INCOME $ 119, % $ 133, % $ 16, % Since the valuation date (November 30, 2016) is eleven months into the Company s fiscal year, a short term forecast of the year end 12/31/16 income statement in order to evaluate and compare the historical performance year over year. The following table provides a summary of the one month forecast for the January 1, 2016 through December 31, 2016 time shown as a full year: This section continues on the following page.

5 Table 2 Income Statement Forecast 12/31/16 Green Country Business Valuations, LLC 11 Mos Ended 11/30/16 EST Y/E 12/31/16 NOTES SALES $ 775, % $ 845, % Cost of Goods Sold $ 324, % $ 514, % Note 1 GROSS PROFIT $ 450, % $ 330, % OPERATING EXPENSES Officer's Compensation $ 0.0% $ 62, % Note 1 Other Salaries & Wages $ 204, % $ 0.0% Repairs & Maintenance $ % $ % Bed Debts $ 0.0% $ 0.0% Rents $ 24, % $ 26, % Taxes & License $ % $ 16, % Note 2 Interest Expense $ 0.0% $ 0.0% Depreciation $ 0.0% $ 10, % Note 3 Advertising $ 5, % $ 6, % Employee Benefit Programs $ 0.0% $ 0.0% Other Operating Expense $ 95, % $ 104, % Total Operating Expenses $ 331, % $ 227, % OPERATING INCOME $ 119, % $ 103, % Note 1 The Company s tax returns accounts for Salaries and Wages under Cost of Goods Sold. The company s internal financials accounts for Salaries and Wages as a SGA expense. To keep things consistent, the analyst normalized the figure. Based on internal figures, Salaries & Wages is projected to be $223,516. The husband and wife owners pay themselves $700 per week and $500 per week respectively which annualizes to $62,400. The remaining balance of $161,116 was placed under Cost of Goods Sold as would be done on the Company s year end tax returns. Note 2 To account for payroll taxes, the analyst calculated a figure based off a percentage of revenue. Taxes and Licenses expense were 1.9% of revenue in The analyst used 2.0% of revenue for as the previous year. Note 3 The company is not showing any depreciation expense on their internal financials. Because there was Depreciation Expense in 2014 and 2015, the analyst assumes there will be Depreciation Expense in 2016 as well. In this case, the analyst used an average of the previous two years Depreciation Expense as a percentage of revenue which in this case is 1.3%

6 Business valuation procedures require that the analyst review the financial statements to determine if any adjustments are needed to better reflect the economic value of a valuation subject (in other words, normalizing the financial statements). Most adjustments are made due to the controlling interests choices regarding implementation of certain accounting treatments and tax planning strategies. One of their main focuses is on financial strategies that minimize taxable income which sometimes result in inconsistent operating performance. The objective of normalizing the financial statements is to convert the historical financial statements and performance statistics into amounts that may better reflect the real economics of the underlying business. In the case of Martin s Service, Inc, the analyst would normally believe that the Rent Expense is below industry averages for a business of this type and size. However, the prospective buyer will be entitled to the same Rent Expense as the current owner and determined that this did NOT need to be normalized. After careful analysis, the analyst determined that no items on the Income Statement or Balance Sheet required normalization. Revenues have been growing over the years analyzed Net Profit margin is projected to decrease but that could be attributable to an overestimation of Cost of Goods Sold and/or Taxes and Licenses. As stated above, the analyst had to parcel out the Payroll Expense from the company s internal financials and a slight overstatement is possible. The analyst chose to use a three year weighted average as being representative of the future. 2.0 Valuation Calculations MARKET APPROACH In order to determine the value of the Company, the analyst considered the market, income, and asset approaches to valuation. To determine the value under the market approach, we searched the Institute of Business Appraisers (IBA) Database. The market produced by the IBA database contained 241 transactions under SIC code 1711 which is defined as Plumbing, Heating, and Air Conditioning. The analyst eliminated all businesses that were Plumbing only, businesses not related to the Company, and businesses with greater than $5,000,000 and less than $200,000 in sales. The analyst took the additional step of eliminating any transactions with metrics that were far outside the norm. This left 172 transactions which is a very good sample size. The IBA data base generally provides the following information as reported to them:

7 Short description of the business type; Reported annual gross sales ($000 s) of the business sold; Reported annual discretionary earnings ($000 s); Reported sale price ($000 s); Sale price to gross sales ratio; Sale price to annual discretionary earnings; Geographic area; and Year and month of reported sale. Pricing multiples in the IBA database are calculated on a percentage of sales and a multiple of Seller s Discretionary Earnings. The formula for Seller s Discretionary Earnings is listed below: Table 3 Seller's Discretionary Earnings Defined Normalized Pre tax Income Plus: Interest Plus: Depreciation & Amortization Plus: Owner's Compensation Equals: Seller's Discretionary Earnings The average Sales Price to Revenues for the transactions analyzed was 0.34 and the median Sales Price to Earnings was To arrive at a final conclusion using this methodology, we must determine the Company s net retained assets. The IBA data base consists of asset sale transactions which generally include the operating assets (e.g., non perishable inventory, fixed assets), and intangible assets (primarily goodwill); therefore, after the pricing or valuation multiple is applied, the net assets retained by the seller must then be taken into account (i.e., added in the case of net assets or deducted in the case where retained liabilities exceed retained assets) to arrive at a complete operating equity value. Typically, retained assets include cash and accounts receivable offset by any liabilities that the Company has recorded (e.g., financing arrangements, accounts payable, accrued expenses) resulting in a net retained asset figure to be used with all IBA data base generated pricing multiple indicated values.

8 The following table calculates the value using the two metrics from the IBA database and then adds in the net retained assets: Table 4 Market Approach Calculation Sales Price as % of Revenue Sales Price as Multiple of SDE 3 Year Weighted Average Sales/Earnings $ 777,998 $ 176,581 Long Term Sustainable Growth 2.0% 2.0% Next Year's Valuation Base $ 793,558 $ 180,113 Valuation Multiples 34% 1.31 Indication of Business Value $ 269,438 $ 235,718 Net Retained Assets Plus: Cash $ 108,016 $ 108,016 Plus: Accounts Receivable $ 36,153 $ 36,153 Plus: Other Assets $ 127,187 $ 127,187 Less: Total Liabilities $ (39,354) $ (39,354) Add: Net Retained Assets $ 232,002 $ 232,002 Estimate of Operating Value, Control, Non Marketable $ 501,440 $ 467,720 Statistical Summary of Operating Value Calculations Average $ 484,580 Rounded $ 485,000 INCOME APPROACH The Income Approach is sometimes referred to as the investment value approach. This approach assumes that an investor could invest in a business enterprise or assets with similar investment characteristics, although not necessarily the same business or property. This method is predicated upon the principle of anticipation in that the value of a business enterprise and its assets is a function of future benefits and returns attributable to the business and its assets.

9 The computations used in the Income Approach generally determine that the value of the business is equal to the expected discounted future income (represented by net cash flow) at an appropriate rate of return (discount rate). The ultimate discount rate used in the valuation analyses is developed in such a way that it takes into account most of the underlying risks and uncertainties involved with the achievement of the forecasted net cash flow. The risk borne by the investor is two fold: (1) a return on the investment, and (2) a return of the investment; the return should represent the risk of achieving both, a fair return on and a full return of investment. This can be accomplished by capitalizing a single period income stream or by calculating the present value (discounting) of a multi period forecast. Under the income approach, the method used was a single income capitalization method. Three year weighted average of EBITDA was used as indicative of future earnings. The EBITDA calculation is displayed below: Table 5 EBITDA Calculation EST 12/31/16 12/31/ /31/2014 Weighting Year Weighted Average Normalized Net Income $ 103,062 $ 133,144 $ 16,371 $ 98,641 Add: Interest Expense $ $ 865 $ $ 288 Add: Taxes $ $ $ $ Add: Depreciation $ 10,991 $ 16,981 $ 2,124 $ 11,510 Add: Amortization $ $ $ $ EBITDA $ 114,053 $ 150,990 $ 18,495 $ 110,439 This figure was then increased by the long term sustainable growth rate of 2.0%. Applying a pre tax capitalization rate of 27.49% to the three year weighted average of pre tax income results in a calculation as follows:

10 Table 6 Capitalization of Three Year Weighted Average EBITDA 3 Year Weighted Average Pre tax Income $ 110,439 Long term Sustainable Growth Rate % "Next Year's" Cash Flow Available for Equity $ 112,648 Pre tax Capitalization Rate 27.49% Operating Indicated Value on Control, "As if freely traded" basis (Rounded) $ 410,000 Less: 15% Discount for Lack of Marketability $ (61,500) Non marketable Indication of Value $ 348,500 ROUNDED $ 349,000 ASSET APPROACH The Asset Based Approach may also be referred to as the cost approach and is based primarily on the fair market value of the balance sheet (including all assets and liabilities) of the company being valued. Each piece of the company is valued separately, and then added together to arrive at the total value of the company. The costs of duplicating or replacing the individual components of the business are determined item by item, using special appraisal professionals as needed. This method is generally only suitable for the appraisal of interests that have the benefit of control; i.e., the interest being appraised has the ability and authority to make decisions regarding the disposition or acquisition of assets and liabilities.

11 Table 7 Adjusted Book Value Green Country Business Valuations, LLC 11/30/2016 FMV Adjustment $ % Notes ASSETS Current Assets Cash $ 108,016 $ 108, % Accounts Receivable $ 36,153 $ 36, % Note 1 Inventory $ 35,003 $ 35, % Other Current Assets $ 127,187 $ 127, % TOTAL CURRENT ASSETS $ 306,359 $ 306, % FIXED ASSETS Property, Plant, & Equipment $ 258,615 $ (129,308) $ 129, % Note 2 Accumulated Depreciation $ (220,521) $ 220,521 $ 0.0% Land $ TOTAL FIXED ASSETS $ 38,094 $ 91,214 $ 129, % OTHER ASSETS Other Assets $ $ 0.0% TOTAL ASSETS $ 344,453 $ 91,214 $ 435, % CURRENT LIABILITIES Notes Payable (Short term) $ $ Accounts Payable $ 25,983 $ 25, % Other Current Liabilities $ 254 $ 254 TOTAL CURRENT LIABILITES $ 26,237 $ 26, % LONG TERM DEBT Notes Payable $ 10,953 $ 10, % Shareholder Loans $ 2,164 TOTAL LONG TERM DEBT $ 13,117 $ 13, % TOTAL LIABILITIES $ 39,354 $ 39,354 Capital Stock $ 500 $ 500 Distribution $ (420,200) $ (420,200) 96.4% Paid in Capital $ 40,341 $ 40, % Retained Earnings $ 564,728 $ 91,214 $ 655, % Note 3 Net Income $ 119,730 $ 119, % TOTAL EQUITY $ 305,099 $ 396, % TOTAL LIABILITIES & EQUITY $ 344,453 $ 91,214 $ 435, %

12 Note 1 The analyst was not provided with an Accounts Receivable aging report. It is highly unlikely that all of these receivables would be collected but without an aging report, the analyst chose not to reduce the total. Note 2 The analyst did not have access to an asset appraisal. The analyst chose to value the fixed assets at 50% of book value. Note 3 The net change in the value of the Assets is offset against Retained Earnings. 3.0 DETERMINATION OF DISCOUNT & CAPITALIZATION RATES The discount rate was calculated using the Build Up Method. This is accomplished by starting with a risk free rate of return on the date of the valuation, then adding an equity risk premium, a benchmark premium for size, and other risk factors associated with the Company. In order to determine the capitalization rate, a long term sustainable growth rate is deducted from the discount rate. The build up rate is displayed below: Table 8 Capitalization Build Up Rate RISK FACTOR SUMMARIZED RISK RATES Risk Free Rate % Equity Risk Premium % Size Risk Premium % Industry Risk Premium % Final Company Specific Risk Premium % Estimated Discount Rate 18.50% Long Term Sustainable Growth Rate 2.00% After tax Net Cash Flow Capitalization Rate for Next Yr % Tax Effect [1 Tax Rate (40%)] 60.00% Pretax Net Cash Flow Capitalization Rate for Next Yr % Because the analyst used a pre tax economic benefit stream, the after tax capitalization rate needed to be converted to a pre tax rate. This takes the inverse of the combined federal and state income tax rate. Had a complete analysis been performed, instead of a limited one, this rate may have been different.

13 4.0 DISCOUNTS & PREMIUMS The value estimates calculated by the Income Approach were based in large part on the development of a capitalization rate, which was in turn derived from public data regarding marketable (or as if freely traded ) securities and other financial products. This public data (primarily publicly traded stocks) has an element of liquidity that closely held shares do not have. Therefore, in this case, a DLOM adjustment is required in order to restate the estimate of value produced by the Income Approach on a non marketable basis. In essence, impairment of liquidity (converting an interest in a closely held Company to cash or a cash equivalent in three days) increases an investor s expected rate of return because it either increases the holding period of the investment, the cost to convert the investment to cash (or its equivalent) or both. As a result, the market clearing price of a non marketable security is discounted relative to the marketable value. The discount is generally expressed as a percent of a marketable value and also referred to as a discount for lack of marketability. There is no public market nor is there a secondary market for closely held companies or their related interests. The inability to readily sell an interest increases the owner s (or potential owner s) exposure to changing market conditions and increases their risk of ownership, or, said from another perspective, it decreases the value of their investment. Accordingly, a hypothetical buyer would typically demand a higher rate of return (through a lower price) in comparison to similar but publicly traded interests, causing the privately held interest to trade at values less (i.e., at a discount) than if they were publicly traded. The increase in return and corresponding reduction in value (i.e., a DLOM) to compensate for lack of marketability is based on the particular facts and circumstances that affect the interest being evaluated. The analyst chose a 15% discount for lack of marketability for the Company. The Market Approach reflects transactions in the IBA database that were used to calculate the valuation multiples for the Company. These transactions are based on private Company transactions (i.e., the acquired Company was a privately held Company). One of the characteristics of these private Company transactions is that the illiquidity aspect (i.e., the time it takes to find a buyer, agree on a price, and then complete the transaction) has already been factored into the results by the actuality of the real transactions contained in the data base used to determine an indicated value. The results in this case are therefore already stated and represent a non marketable value (i.e., accounting for a reasonable time to realize the estimated values). Therefore, a Discount for Lack of Marketability was not required for the estimate of value derived using the Market Approach.

14 5.0 RECONCILIATION OF VALUES The analyst was able to apply three methods across the two approaches to business valuation in determining the value of a 100% interest in the Company. The 100% interest was valued on a control, non marketable basis. The analyst chose to give a 50% weighting to the Market Approach valuation. Within that, the analyst chose to give equal weighting to the Sale Price as a percentage of Revenue and Sale Price as a Multiple of Seller s Discretionary Earnings. The analyst was comfortable with the amount of transactions available and with the relative consistency across the many transactions. The analyst chose to give 50% weighting to the Income Approach. The most theoretically correct method to determine the equity value is based on the income stream generated by the Company because the hypothetical investor is focused on the availability of future income, its predictability and the expected rate of growth. The analyst has reviewed the Company s performance and has a high level of confidence in the Company to continue to produce consistent results. The asset approach was not given any weighting in the final analysis. The lack of an asset appraisal and not having access to an Accounts Receivable aging schedule did not give the analyst comfort in valuing the balance sheet. As seen by the results found in the Market Approach, the value of this business easily surpasses the net asset value of the business.

15 Table 9 Reconciliation of Indicated Values VALUATION METHODOLOGY Market Approach Direct Market Data Method Price to Indicated Equity Value Green Country Business Valuations, LLC Valuator Weighting by Method Weighted Portion of Equity Value Revenue $ 501,000 25% $ 125,250 Direct Market Data Method Price to SDE $ 468,000 25% $ 117,000 Income Approach Single Period Capitalization Method $ 349,000 50% $ 174,500 Asset Approach Net Asset Value Method $ 396,000 0% Weighted Estimate of Fair Market Value 100% $ 416,750 ROUNDED $ 417, JUSTIFICATION FOR PURCHASE TEST In order to further substantiate the value estimate that was determined for the COMPANY, the analyst applied a justification for purchase test to simulate a transaction between a willing buyer and a willing seller to determine whether the value that was derived could allow a reasonable transaction to take place. In this instance, we assumed a 25% down payment with financing at two points above the prime rate over a seven year period. Based on an operating value of $417,000, this would indicate a down payment of $104,250 with financing of $312,750.

16 Sale Price $ 417,000 Down Payment $ 104,250 Financed Amount $ 312,750 Prime Rate Plus 2% 5.50% Loan Term (Years) 7 Growth Rate 2% Table 10 Justification for Purchase Test YEAR YEAR YEAR YEAR YEAR YEAR YEAR Annual Payments $55,033 $55,033 $55,033 $55,033 $55,033 $55,033 $55,033 Interest $17,201 $15,121 $12,925 $10,609 $8,166 $5,588 $2,869 Principal $37,832 $39,912 $42,108 $44,423 $46,867 $49,444 $52,164 Cash Flow Pre tax Income $105,123 $107,225 $109,370 $111,557 $113,789 $116,064 $118,386 Less: Interest Expense ($17,201) ($15,121) ($12,925) ($10,609) ($8,166) ($5,588) ($2,869) Taxable Income $87,922 $92,105 $96,445 $100,948 $105,622 $110,476 $115,517 Less: Principal Payments ($37,832) ($39,912) ($42,108) ($44,423) ($46,867) ($49,444) ($52,164) Cash Flow $50,090 $52,193 $54,337 $56,525 $58,756 $61,031 $63,353 Return on Down Payment 48% 50% 52% 54% 56% 59% 61% This supports the reasonableness of the price determined for the Company. The final calculation of value for the Company is $417,000. Thank you for allowing us to assist you in this matter. Should you have any questions, please do not hesitate to call us. Our limiting conditions are attached to this letter along with our representations and qualifications, and should all be considered an integral part of this report. Sincerely, Lance LeBlanc, C.V.A. Green Country Business Valuations, LLC

17 Statement of Assumptions and Limiting Conditions Green Country Business Valuations, LLC 1. The conclusion of value arrived at herein is valid only for the stated purpose as of the date of the valuation. 2. Financial statements and other related information provided by the subject entity or its representatives, in the course of this engagement, have been accepted without any verification as fully and correctly reflecting the enterprise's business conditions and operating results for the respective periods, except as specifically noted herein. Green Country Business Valuations, LLC, has not audited, reviewed, or compiled the financial information provided to us and, accordingly, we express no audit opinion or any other form of assurance on this information. 3. Public information and industry and statistical information, if obtained, has been derived from sources we believe to be reliable. However, Green Country Business Valuations, LLC, makes no representation as to the accuracy or completeness of such information and has performed no procedures to corroborate the information. 4. This report and the conclusion of value arrived at herein are for the exclusive use of Green Country Business Valuations, LLC s client for the sole and specific purpose as noted herein. It may not be used for any other purpose or by any other party for any purpose. Furthermore, the report and conclusion of value are not intended by the author and should not be construed by the reader to be investment advice in any manner whatsoever. The estimate of value represents the considered opinion of Green Country Business Valuations, LLC, based on information furnished to me by Happy State Bank and other sources. 5. Neither all nor any part of the contents of this report should be disseminated to the public without the prior written consent and approval of Certified Valuation Analysts. 6. No change of any item in this calculation report shall be made by anyone other than Certified Valuation Analysts, and we shall have no responsibility for any such unauthorized change. 7. Unless otherwise stated, no effort has been made to determine the possible effect, if any, on the subject business due to future Federal, state or local legislation. 8. Unless otherwise informed or determined independently by Certified Business Analysts, it is assumed that the underlying assets will not operate in violation of any applicable government regulations, codes, ordinances, or statutes. Green Country Business Valuations, LLC, also assumes that, unless otherwise informed or determined independently, the subject

18 business is in compliance with all federal, state and local laws and regulations, as well as up to date regarding filing and reporting requirements. 9. If prospective financial information approved by the Client and/or the Company has been used in our work, Green Country Business Valuations, LLC, has not audited, reviewed, or compiled the prospective financial information and therefore, does not express an audit opinion or any other form of assurance on the prospective financial information or the related assumptions. Events and circumstances frequently do not occur as expected and there will usually be differences between prospective financial information and actual results, and those differences may be material. Green Country Business Valuations, LLC, does not provide any assurance on the achievability of forecasts provided. Achievement of the forecasted results is dependent on actions, plans, and assumptions of management. 10. The conclusion of value is based on the stated definition of value. An actual transaction involving the business, the business ownership interest, the security, or the intangible asset may occur at a higher or lower value, depending on the circumstances surrounding the business, the business ownership interest, the security, or the intangible asset, and the motivations and knowledge of both the buyers and sellers at that time. Green Country Business Valuations, LLC, makes no guarantees about what values individual buyers and sellers may reach in an actual transaction. 11. The conclusion of value reflects facts and circumstances existing as of the valuation date. Except as noted, Green Country Business Valuations, LLC, has not considered subsequent events and we have no obligation to update our calculation for such events. 12. Green Country Business Valuations, LLC, assumes there are no other hidden or unexpected conditions of the entity that would adversely affect value, other than those indicated. 13. No opinion is intended to be expressed for matters that require legal or other specialized expertise, investigation, or knowledge beyond that customarily employed by valuation specialists valuing a business, a business ownership interest, security or tangible asset. 14. Green Country Business Valuations, LLC, has not knowingly withheld or omitted anything from our calculation that would affect the calculated value.

19 Valuation Analyst Representation Green Country Business Valuations, LLC 1. The statements of fact expressed herein are true and correct to the best of the analyst s knowledge and belief. 2. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and is the analyst s personal, impartial, unbiased professional analyses, opinions, and conclusions. 3. Neither the analyst nor any employee of Green Country Business Valuations, L.L.C. have any present or prospective interest in the business that is the subject of this report, nor any personal interest with respect to the parties, nor any other interest or bias which would impair a fair and unbiased appraisal. 4. Compensation paid to the analyst for this appraisal is independent of the value reported and is not contingent on the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of the appraisal. 5. The analyst has made a personal inspection of the subject business. 6. The valuation engagement was performed in accordance with the National Association of Certified Valuation Analyst's Professional Standards. 7. No person except the undersigned participated materially in the preparation of this report. PROFESSIONAL QUALIFICATIONS OF ANALYST Lance LeBlanc is a Certified Valuation Analyst accredited by the National Association of Certified Analysts and Analysts (NACVA). He is currently the president of Green Country Business Valuations, COMPANY. His specialties include valuations as well as mergers & acquisitions. Previous, Mr. LeBlanc has worked for a boutique investment banking firm, a regional bank, a Fortune 500 Company, and a construction material supplier. Mr. LeBlanc graduated from the University of Oklahoma in Norman in 1993 earning a Bachelor of Business Administration degree in Finance.