CDW 2012 Annual Report Download - page 202

" Common Units " has the meaning given such term in the LLC Agreement.
" Disability
" shall mean Investor's inability, due to illness, accident, injury, physical or mental incapacity
or other disability, to carry out effectively his/her duties and obligations to the Company or any of its Subsidiaries as
determined in the reasonable judgment of the Board. A Disability shall be deemed to have occurred on the date that
either Investor (or Investor's personal representative) or the Company provides notice to the other party of the
satisfaction of each of the requirements for a Disability set forth above or on such other date as the parties shall mutually
agree.
" Fair Market Value
" of any Class A Common Unit, shall mean, as of any date, the fair market value of
such equity security, taking into account all relevant factors determinative of value (but without regard to any discounts
for the lack of liquidity of such securities and minority interests), as determined in accordance with the following
procedure. Initially, Fair Market Value shall be determined by the Board acting in good faith. Upon request, the
Company will provide to Investor strictly for use in determining whether to seek an appraisal its calculation of Fair
Market Value and a description of the methodology and metrics utilized by the Company in making such determination.
If Investor believes that the amount determined by the Board to be the Fair Market Value of a Class A Common Unit is
less than the amount that Investor believes to be the Fair Market Value of a Class A Common Unit and the aggregate
amount in dispute exceeds $50,000, Investor may elect to direct the Company to obtain an appraisal of the Fair Market
Value of a Class A Common Unit, which appraisal shall be prepared by a qualified independent appraiser, mutually
selected by the Company and Investor. If the Company and Investor are unable to agree on such appraiser, they shall
each select a qualified independent appraiser, and the two such appraisers shall select a third qualified independent
appraiser who has not provided any services to any of the Company, any Institutional Investor or Investor within
twenty1
four months preceding the engagement for such appraisal, which third appraiser shall prepare the determination
of Fair Market Value. Such election must be in writing and given to the Company within fifteen (15) days after Investor
receives the Board's determination of Fair Market Value. The determination of the appraiser shall be a final and binding
determination of Fair Market Value. If such appraiser determines Fair Market Value to be 105% or more of the Fair
Market Value determined by the Board, then the Company shall pay the cost of all such appraisers. If such appraiser
determines the Fair Market Value to be less than 105% of the Fair Market Value determined by the Board, then Investor
shall pay the cost of all such appraisers. Notwithstanding the foregoing, if the foregoing procedure has resulted in the
receipt of an appraisal of Class A Common Units from a qualified independent appraiser within 6 months prior to the
date on which the Fair Market Value determination is to be made by the Board hereunder and if the Board's good faith
determination of Fair Market Value is greater than or equal to the amount reflected in such prior appraisal, Investor shall
not have any right to seek an appraisal hereunder.
" Institutional Investors
" shall mean MDCP and PEP, in each case so long as such Person holds any
Class A Common Units of the Company.
" Investor " has the meaning set forth in the preamble.
" IPO " has the meaning given such term in the LLC Agreement.