Common use of Deadlock Resolution Clause in Contracts

Deadlock Resolution. (a) In the event a matter requiring Supermajority Board Approval pursuant to Section 2.08 of this Agreement fails to obtain a Supermajority Board Approval but obtains a Majority Board Approval, the Board may, upon the affirmative vote of at least four Directors, elect to reconsider the matter at a second meeting of the Board to be called specifically for such purpose (the “Second Meeting”). The Second Meeting shall occur no less than 30 days following the Board meeting at which such matter was initially considered. (b) In the event a Second Meeting is called to reconsider a matter as set forth in Section 2.14(a) of this Agreement, and such matter again fails to obtain a Supermajority Board Approval, then, upon the affirmative vote of at least four Directors, the Board shall call for a period of 45 days for all Directors to reconsider such matter (a “Reconsideration Period”); provided that in the event such matter relates to an Urgent Matter, a Reconsideration Period shall not apply. (c) Following the Reconsideration Period, any Director nominated by NewCo or MDZ may call for a third meeting of the Board for the purpose of reconsidering such matter (the “Third Meeting”). The Third Meeting shall occur no less than 15 days following the end of the Reconsideration Period. (d) In the event either (i) a Third Meeting is called to reconsider such matter, and such matter again fails to obtain a Supermajority Board Approval, or (ii) if such matter relates to an Urgent Matter, such matter fails to obtain a Supermajority Board Approval at the Second Meeting, then a deadlock shall be deemed to have occurred. The Board shall notify NewCo and MDZ in writing of such deadlock no later than five days following the occurrence of such deadlock (a “Deadlock Notification”). (e) Following a Deadlock Notification, each of NewCo and MDZ may, in its sole discretion, submit a written offer to the Board and to such other Shareholder, within 30 days of receipt of the Deadlock Notification, to purchase all, but not less than all, of the Shares held by such other Shareholder immediately after the Closing Date (to the extent such Shareholder continues to hold such Shares). Such written offer shall state the cash price proposed by NewCo or MDZ, as applicable, for the other’s Shares, which cash price shall not be less than the greater of (i) the daily weighted average price per Share for the Company’s Shares for the 90-day period ending on the day prior to the date of such written offer, and (ii) a price per Share equal to the Per Share Purchase Price (as defined in the Investment Agreement), adjusted to reflect a proportional annual compounded rate of 15% accruing per Share since the Closing Date. In the event both NewCo and MDZ intend to submit such a written offer, they shall coordinate with each other and the Independent Director to submit such written offers simultaneously; provided that such coordination does not prevent NewCo or MDZ from being able to submit any such written offer by the 30-day deadline provided in this Section 2.14(e). (f) If both of NewCo and MDZ submit a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, the offer representing the higher price per share will be deemed accepted, and the other offer will be deemed rejected. If only one of NewCo and MDZ submits a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, such offer will be deemed accepted. The closing of the sale of Shares pursuant to any accepted offer shall occur no later than 20 Business Days following the end of the 30-day period set forth in Section 2.14(e) of this Agreement (which 20-Business Day period shall be extended if such sale is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 60 days following the end of such 20-Business Day period). No later than five Business Days prior to such closing, the selling Shareholder shall deliver to the other wire transfer instructions for payment of the consideration to be received in connection with such purchase and sale of Shares. At such closing, the selling Shareholder shall deliver to the other such Shares, including all certificates representing such Shares, together with duly executed stock powers, free and clear of any Liens, against delivery to it of the consideration therefor. (g) If (i) neither NewCo nor MDZ submits a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, or (ii) all regulatory approvals required in connection with a sale of the Shares have not been obtained within the 60-day period set forth in Section 2.14(f) of this Agreement, the matter causing the deadlock shall be decided by Majority Board Approval.

Deadlock Resolution. In the event the Shareholders or the Board of Directors as the case may be, cannot agree on, including but not limited to a Major Matter (as provided in Section 6.1(b)) or if any of the parties breach any provision of the Distribution, Sublicense and Non-competition provisions set forth in section 6.2 above or any such agreements or provisions are terminated; or fail, after requirement of a Shareholder or the Board of Directors, as the case may be, to take action on a Major Matter or any such agreement or provision (each such situation being herein referred to as a “Deadlock”), then any Shareholder or the Board of Directors, as the case may be, shall have the right to invoke the following procedures: (a) In the event a matter requiring Supermajority Board Approval pursuant to Section 2.08 of this Agreement fails to obtain a Supermajority Board Approval but obtains a Majority Board Approval, the Board any Shareholder may, upon by notice to the affirmative vote of at least four Directorsother Shareholders, elect request that the Deadlock be resolved, and the Shareholders shall negotiate in good faith to reconsider the matter at a second meeting of the Board to be called specifically for resolve such purpose (the “Second Meeting”). The Second Meeting shall occur no less than 30 days following the Board meeting at which such matter was initially consideredDeadlock. (b) In if the event a Second Meeting is called Shareholders shall not have resolved such Deadlock within thirty (30) days after the notice referred to reconsider a matter as set forth in Section 2.14(a) of this Agreement, and such matter again fails to obtain a Supermajority Board Approval6.3(a), then, upon the affirmative vote of at least four Directors, the Board shall call for a period of 45 days for all Directors to reconsider such matter (a “Reconsideration Period”); provided that in the event such matter relates to an Urgent Matter, a Reconsideration Period shall not apply. (ci) Following the Reconsideration Period, any Director nominated by NewCo or MDZ may call for a third meeting of the Board for the purpose of reconsidering such matter Any Shareholder (the “Third MeetingInitiating Shareholder”). The Third Meeting ) shall occur no have the right to initiate the procedure described in this Section 6.3(b) by delivering to the other Shareholder (the “Responding Shareholder”) a notice (the “Purchase and Sale Notice”) designating the per-share price at which such Initiating Shareholder would be willing to sell all, but not less than 15 days following the end all, of the Reconsideration Period. (d) In the event either (i) a Third Meeting is called its Shares or to reconsider such matter, and such matter again fails to obtain a Supermajority Board Approval, or (ii) if such matter relates to an Urgent Matter, such matter fails to obtain a Supermajority Board Approval at the Second Meeting, then a deadlock shall be deemed to have occurred. The Board shall notify NewCo and MDZ in writing of such deadlock no later than five days following the occurrence of such deadlock (a “Deadlock Notification”). (e) Following a Deadlock Notification, each of NewCo and MDZ may, in its sole discretion, submit a written offer to the Board and to such other Shareholder, within 30 days of receipt of the Deadlock Notification, to purchase buy all, but not less than all, of the Shares held by such other Shareholder immediately after the Closing Date (to the extent such Shareholder continues to hold such Shares). Such written offer shall state the cash price proposed by NewCo or MDZ, as applicable, for the otherResponding Shareholder’s Shares, which cash price shall not be less than the greater of (i) the daily weighted average price per Share for the Company’s Shares for the 90-day period ending on the day prior to the date of such written offer, and . (ii) a price per Share equal The Responding Shareholder shall, by delivery of notice (the “Second Notice”) given to the Per Share Initiating Shareholder within forty-five (45) Days after the giving of the Purchase Price (as defined in the Investment Agreement)and Sale Notice, adjusted elect to reflect buy all, but not a proportional annual compounded rate part, of 15% accruing per Share since the Closing Date. In the event both NewCo and MDZ intend to submit such a written offer, they shall coordinate with each other and the Independent Director to submit such written offers simultaneously; provided that such coordination does not prevent NewCo or MDZ from being able to submit any such written offer by the 30-day deadline provided in this Section 2.14(e). (f) If both of NewCo and MDZ submit a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) Initiating Shareholder or sell all, but not a part, of this Agreement, the offer representing the higher price per share will be deemed accepted, and the other offer will be deemed rejected. If only one of NewCo and MDZ submits a written offer to purchase the Shares of the other within Responding Shareholder, for the 30designated per-day period pursuant share price. If the Responding Shareholder fails to Section 2.14(e) of this Agreement, such offer will be deemed accepted. The closing of deliver the sale of Shares pursuant Second Notice prior to any accepted offer shall occur no later than 20 Business Days following the end of the 30-day period set forth in Section 2.14(e) of this Agreement (which 20-Business Day period shall be extended if such sale is subject to regulatory approval until the expiration of five Business Days after all such approvals fifteen (45) Day period, the Responding Shareholder shall be deemed to have been receivedelected to sell all, but not a part, of the Shares of the Responding Shareholder, for the designated per-share price. (iii) On the purchase date (which date shall be selected by the purchasing party but in no event later than 60 ninety (90) days following after the end of such 20-Purchase and Sale Notice or, if later, the fifth (5th) Business Day periodafter the receipt of all applicable regulatory and governmental approvals to the purchase, if any) at the offices of Xxxxxx Xxxxxxxx & Co., LLP, in Dallas, Texas (or such other location or date as may be agreed upon by the selling Shareholder and the purchasing Shareholder). No later than five Business Days prior to such closing, the selling Shareholder shall sell, and the purchasing Shareholder shall purchase, the selling Shareholder’s Shares for the designated price, which shall be payable in cash. On the purchase date (A) the selling Shareholder shall execute and deliver to the other wire transfer instructions for payment purchasing Shareholder and if applicable the purchaser Shareholder assignee (i) an assignment of the consideration Shares by endorsement thereof, in form and substance reasonably acceptable to be received in connection with such purchase the purchasing Shareholder and sale of Shares. At such closing(ii) any other installments reasonably requested by the purchasing Shareholder to give effect to the purchase, and (B) the selling purchasing Shareholder shall deliver to the other such Sharesselling Shareholder the purchase price specified in the Purchase and Sale Notice in immediately available funds, including all certificates representing such Shares, together with duly executed stock powers, free and clear of any Liens, against delivery subject to it of the consideration thereforoffset referenced to in Section 6.3(b)(vii). (giv) The purchasing and selling Shareholders shall cooperate with each other with respect to any purchase and sale pursuant to this Section 6.3, and shall act in a manner so as to effect an efficient continuation of the business and affairs of the Company. (v) The purchasing Shareholder may assign to one of its Affiliates the right to purchase all or part of the Shares being sold pursuant to this Section 6.3. (vi) If the purchasing party shall fail to complete its acquisition of the applicable Shares pursuant to this Section 6.3 for any reason other than the breach by the selling Shareholder of any of its obligations hereunder, the selling Shareholder may elect (iA) neither NewCo nor MDZ submits a written offer to purchase the purchasing Shareholder’s Shares for a purchase price equal to 90% of the designated purchase price, with the closing of the purchase and sale of such Shares to take place within fifteen (15) Days after notice is given by the selling Shareholder to the purchasing Shareholder of its election to apply this provision, which notice must be given within ten (10) Days of such failure by the purchasing Shareholder or (B) to cancel the Purchase and Sale Notice or the Second Notice, as the case may be, or (C) notify the other within Shareholder of the 30-day period selling Shareholders decision to liquidate the Company pursuant to the provisions of Section 11.1(a)(iii). (vii) If the selling Shareholder is ADS Worldwide (or its successor), the Company and the purchasing Shareholder and, if applicable, its assignee, shall negotiate and enter into a royalty licensing agreement with ADS Worldwide for the use of all ADS Intellectual Property necessary to fulfill any written agreements contracted by the Company in the ordinary course of business existing as of the effective date of ADS Worldwide sale of its interest in the Company and if there were any excess inventory after giving effect to the foregoing provision, ADS Worldwide (or its successor) shall immediately purchase from the Company and the Company shall sell to ADS Worldwide all pipe containing any marks constituting ADS Intellectual Property, at a cash price equal to the Company’s cost (less book depreciation) to be offset at the closing referred to above against any amount payable to ADS Worldwide (or its successor) under Section 6.3(b)(iii), and the name of the Company, if authorized to include the word ADS, shall be changed effective as of the date of the sale of ADS Worldwide interest in the Company pursuant to Section 2.14(e) of this Agreement, 6.3 to eliminate any direct or (ii) all regulatory approvals required in connection with a sale of the Shares have not been obtained within the 60-day period set forth in Section 2.14(f) of this Agreement, the matter causing the deadlock shall be decided by Majority Board Approvalindirect reference to “ADS” or “Advanced Drainage Systems”.

Deadlock Resolution. (aA) In For the event a matter requiring Supermajority Board Approval pursuant to Section 2.08 purposes of this Agreement fails to obtain a Supermajority Board Approval but obtains a Majority Board Approvalclause 5, the Board may, upon the affirmative vote of at least four Directors, elect to reconsider the matter at a second meeting of the Board to be called specifically for such purpose (the “Second Meeting”). The Second Meeting shall occur no less than 30 days following the Board meeting at which such matter was initially considered. (b) In the event a Second Meeting is called to reconsider a matter as set forth in Section 2.14(a) of this Agreement, and such matter again fails to obtain a Supermajority Board Approval, then, upon the affirmative vote of at least four Directors, the Board shall call for a period of 45 days for all Directors to reconsider such matter (a “Reconsideration Period”); provided that in the event such matter relates to an Urgent Matter, a Reconsideration Period shall not apply. (c) Following the Reconsideration Period, any Director nominated by NewCo or MDZ may call for a third meeting of the Board for the purpose of reconsidering such matter (the “Third Meeting”). The Third Meeting shall occur no less than 15 days following the end of the Reconsideration Period. (d) In the event either (i) a Third Meeting is called to reconsider such matter, and such matter again fails to obtain a Supermajority Board Approval, or (ii) if such matter relates to an Urgent Matter, such matter fails to obtain a Supermajority Board Approval at the Second Meeting, then a deadlock Deadlock” shall be deemed to have occurred. The occurred if: (i) a proposal is made in respect of any matter contemplated by clause 4 (Reserved Matters) but is not approved in accordance with that clause at two consecutive duly convened meetings of the Supervisory Board shall notify NewCo and MDZ (or following the circulation of the relevant resolution in writing on two separate occasions); or (ii) a quorum is not present at two consecutive duly convened meetings of such deadlock no later than five days following the occurrence Supervisory Board by reason of such deadlock (a “Deadlock Notification”)the absence of the Supervisory Directors nominated and appointed upon request of the same Shareholder. (eB) Following In the event of a Deadlock Notification, each either of NewCo and MDZ the Vodafone Shareholder or the Liberty Global Shareholder may, in its sole discretion, submit a written offer to the Board and to such other Shareholder, within 30 days of receipt of the Deadlock Notification, to purchase all, but not less than all, of the Shares held by such other Shareholder immediately after the Closing Date (to the extent such Shareholder continues to hold such Shares). Such written offer shall state the cash price proposed by NewCo or MDZ, as applicable, for the other’s Shares, which cash price shall not be less than the greater of (i) the daily weighted average price per Share for the Company’s Shares for the 90-day period ending on the day at any time prior to the date falling 20 Business Days after the Deadlock occurs, give written notice to the other and to the Company that it regards a Deadlock as having occurred (“Deadlock Notice”) (only one Deadlock Notice may be served in respect of such written offerany one proposal or series of related proposals): (i) upon receipt of a Deadlock Notice, the Shareholders shall meet and seek to resolve the Deadlock within a reasonable period of time; (ii) if there is no resolution within 20 Business Days of receipt of a price per Share equal Deadlock Notice, the matter shall be referred to the Per Share Purchase Price chief executive officer of each Shareholder’s Ultimate Parent and those executives shall meet as soon as reasonably practicable (as defined but in the Investment Agreement), adjusted to reflect a proportional annual compounded rate of 15% accruing per Share since the Closing Date. In the any event both NewCo and MDZ intend to submit such a written offer, they shall coordinate with each other and the Independent Director to submit such written offers simultaneously; provided that such coordination does not prevent NewCo or MDZ from being able to submit any such written offer by the 30-day deadline provided in this Section 2.14(e). (f) If both of NewCo and MDZ submit a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, the offer representing the higher price per share will be deemed accepted, and the other offer will be deemed rejected. If only one of NewCo and MDZ submits a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, such offer will be deemed accepted. The closing of the sale of Shares pursuant to any accepted offer shall occur no later than 10 Business Days after the expiry of the 20 Business Day period) and use reasonable endeavours to resolve the issue; (iii) if there is no resolution at the meeting referred to in clause 5(B)(ii) (or following any further agreed period), a Shareholder can refer the matter to non-binding mediation within 10 Business Days following from the date of the relevant meeting (or the end of any such further agreed period) by giving notice in writing (the 30-day period set forth in Section 2.14(e“ADR Notice”) of this Agreement (which 20-Business Day period shall be extended if such sale is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 60 days following the end of such 20-Business Day period). No later than five Business Days prior to such closing, the selling Shareholder shall deliver to the other wire transfer instructions Shareholder, requesting a mediation. Unless otherwise agreed by the Shareholders, the mediation will be conducted in accordance with the Centre for payment Effective Dispute Resolution (“CEDR”) Model Mediation Procedure and the mediator will be nominated by the CEDR; a copy of the consideration ADR Notice should also be sent to be received the CEDR; and (iv) if a Deadlock relating to any proposal made in connection with such purchase and sale respect of Shares. At such closingone of the matters referred to in clause 4 (Reserved Matters) is not resolved after applying the above procedure, the selling Shareholder proposal shall deliver to not proceed and may not be proposed again until at least six months after the other such Shares, including all certificates representing such Shares, together with duly executed stock powers, free and clear of any Liens, against delivery to it of the consideration thereforabove procedure has expired unless both Shareholders agree otherwise. (g) If (i) neither NewCo nor MDZ submits a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, or (ii) all regulatory approvals required in connection with a sale of the Shares have not been obtained within the 60-day period set forth in Section 2.14(f) of this Agreement, the matter causing the deadlock shall be decided by Majority Board Approval.

Deadlock Resolution. In the event the Management Committee has voted on a matter covered by Section 6.1(b)(ii) and a Majority Vote has been obtained but the required per capita vote of the Representatives is deadlocked with three Representatives voting for such matter and three Representatives voting against such matter (such situation being herein referred to as a "Deadlock"), any Management Member shall have the right to invoke the following buy-sell procedures: (a) In any Management Member may, by notice to the event a matter requiring Supermajority Board Approval pursuant other Management Members, request that the Deadlock be resolved, and the Management Members shall negotiate in good faith for 30 Days to Section 2.08 resolve such Deadlock or disagreement (it being agreed that if such Deadlock is not resolved by the Management Members on or before the 20th day of this Agreement fails to obtain a Supermajority Board Approval but obtains a Majority Board Approvalsuch 30-Day period, the Board may, upon Management Members shall refer such Deadlock to the affirmative vote appropriate senior management of at least four Directors, elect to reconsider the matter at a second meeting of the Board to be called specifically such Management Members for such purpose (the “Second Meeting”resolution). The Second Meeting shall occur no less than 30 days following the Board meeting at which such matter was initially considered.; and (b) In if the event a Second Meeting is called to reconsider a matter as set forth in Section 2.14(a) of this Agreement, and Management Members shall not have resolved such matter again fails to obtain a Supermajority Board ApprovalDeadlock within such 30-Day period, then, upon the affirmative vote of at least four Directors, the Board shall call for a period of 45 days for all Directors to reconsider such matter (a “Reconsideration Period”); provided that in the event such matter relates to an Urgent Matter, a Reconsideration Period shall not apply. (c) Following the Reconsideration Period, any Director nominated by NewCo or MDZ may call for a third meeting of the Board for the purpose of reconsidering such matter (the “Third Meeting”). The Third Meeting shall occur no less than 15 days following the end of the Reconsideration Period. (d) In the event either (i) a Third Meeting is called Any Management Member (the "Initiating Member") shall have the right to reconsider such matter, and such matter again fails to obtain a Supermajority Board Approval, or (iiinitiate the buy/sell procedure described in this Section 6.4(b) if such matter relates to an Urgent Matter, such matter fails to obtain a Supermajority Board Approval at the Second Meeting, then a deadlock shall be deemed to have occurred. The Board shall notify NewCo and MDZ in writing of such deadlock no later than five days following the occurrence of such deadlock (a “Deadlock Notification”). (e) Following a Deadlock Notification, each of NewCo and MDZ may, in its sole discretion, submit a written offer by delivering to the Board and other Management Members a notice (the "Buy/Sell Notice") designating the price per Unit at which such Initiating Member would be willing to such other Shareholdersell all, within 30 days but not less than all, of receipt of the Deadlock Notification, to purchase its Company Interest or buy all, but not less than all, of the Shares held by such other Shareholder immediately after the Closing Date (to the extent such Shareholder continues to hold such Shares). Such written offer shall state the cash price proposed by NewCo or MDZ, as applicable, for the other’s Shares, which cash price shall not be less than the greater Company Interest of (i) the daily weighted average price per Share for the Company’s Shares for the 90-day period ending on the day prior to the date of such written offer, and (ii) a price per Share equal to the Per Share Purchase Price (as defined in the Investment Agreement), adjusted to reflect a proportional annual compounded rate of 15% accruing per Share since the Closing Date. In the event both NewCo and MDZ intend to submit such a written offer, they shall coordinate with each other and the Independent Director to submit such written offers simultaneously; provided that such coordination does not prevent NewCo or MDZ from being able to submit any such written offer by the 30-day deadline provided in this Section 2.14(e). (f) If both of NewCo and MDZ submit a written offer to purchase the Shares one of the other within Management Members; it being agreed that (A) a Buy/Sell Notice may not be given with respect to a Deadlock for which a Buy/Sell Notice has already been given and (B) the 30-day period pursuant Initiating Member must designate which other Management Member such sale or purchase would apply to Section 2.14(e) of this Agreement, the offer representing the higher price per share will be deemed accepted, and the other offer will Management Member designated must be deemed rejected. If only one of NewCo and MDZ submits a written offer to purchase the Shares Management Member whose Company Interest, if voted by such Member's Representative in favor of the Initiating Member's position on the issue that created the Deadlock, would eliminate the Deadlock (such other within Management Member being herein referred to as the 30-day period pursuant to Section 2.14(e) of this Agreement, such offer will be deemed accepted. The closing of the sale of Shares pursuant to any accepted offer shall occur no later than 20 Business Days following the end of the 30-day period set forth in Section 2.14(e) of this Agreement (which 20-Business Day period shall be extended if such sale is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 60 days following the end of such 20-Business Day period"Responding Member"). No later than five Business Days prior to such closing, the selling Shareholder shall deliver to the other wire transfer instructions for payment of the consideration to be received in connection with such purchase and sale of Shares. At such closing, the selling Shareholder shall deliver to the other such Shares, including all certificates representing such Shares, together with duly executed stock powers, free and clear of any Liens, against delivery to it of the consideration therefor. (g) If (i) neither NewCo nor MDZ submits a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, or (ii) all regulatory approvals required in connection with a sale of the Shares have not been obtained within the 60-day period set forth in Section 2.14(f) of this Agreement, the matter causing the deadlock shall be decided by Majority Board Approval.

Deadlock Resolution. (a) In If the event Broad Street Managers and the Olympus Managers are unable to agree on five (5) or more of the matters set forth in Section 4.02(a) (as evidenced by failure to reach agreement on such matters at a matter requiring Supermajority series of meetings of the Board Approval of Managers and following motions or requests for approval in accordance with the terms of this Agreement, or as evidenced by the Board of Managers’ failure to obtain a quorum for a duly-called meeting because of a failure to attend such meeting by a Broad Street Manager or Olympus Manager) and such disagreements cannot be resolved by the Majority Investors through good faith negotiation upon the earlier of (i) a period of eighteen (18) consecutive months and (ii) the fifth anniversary of the date hereof, then either Majority Investor shall have the right, but not the obligation, to provide a written notice (a “Forced Sale or FMV Purchase Notice”) to the Company and the other Majority Investor (the Majority Investor initiating such process and sending such notice, the “Initiating Investor” and the other Majority Investor, the “Responding Investor”) that it intends to cause a Forced Sale or FMV Purchase, and within thirty (30) days of receipt thereof, the Responding Investor shall elect by written notice to the Initiating Investor to either (x) commence the procedure set forth in this Section 4.11 to allow the Responding Investor to purchase (or cause to be purchased by a third party) all of the Initiating Investor’s Interests at the FMV Determination Price (a “FMV Purchase” and such notice, the “FMV Purchase Notice”) or (y) require the Board of Managers and the Company to commence proceedings to enter into a Sale of the Company for cash consideration (a “Forced Sale” and such notice the “Forced Sale Notice”) and pursuant to Section 2.08 4.11(c), the Company and the Responding Investor shall use their reasonable best efforts to consummate such Forced Sale within one (1) year following the Initiating Investor’s receipt of this Agreement the Forced Sale Notice. If the Responding Investor fails to obtain a Supermajority Board Approval but obtains a Majority Board Approvalmake an election within such thirty (30) day period, the Board may, upon Responding Investor shall be deemed to have made an election for a Forced Sale at the affirmative vote end of at least four Directors, elect such thirty (30) day period. No Majority Investor shall be entitled to reconsider the matter at deliver a second meeting of the Board to be called specifically for such purpose Forced Sale or FMV Purchase Notice more than once in any twelve (the “Second Meeting”). The Second Meeting shall occur no less than 30 days following the Board meeting at which such matter was initially considered12) month period. (b) If the Responding Investor elects a FMV Purchase, the Initiating Investor shall engage an unaffiliated nationally recognized investment bank (the “Investment Bank”) within ten (10) days following receipt of the FMV Purchase Notice and cause such Investment Bank to determine the fair market value of the Initiating Investor’s Interests in accordance with the procedures and assumptions set forth below in Section 4.11(b)(iii) (as so determined, the “FMV Determination Price”) within forty-five (45) days following the selection of such Investment Bank. (i) The Responding Investor shall have the option to purchase (or cause one or more third parties to purchase) all of the Initiating Investor’s Interests at the FMV Determination Price by delivering written notice to Initiating Investor no later than sixty (60) days following the date of the FMV Determination Price. If the Responding Investor so elects to make such a purchase (or to cause to be purchased) the Initiating Investor’s Interests the closing of the purchase and sale pursuant to this Section 4.11(b)(i) shall take place at the offices of the Company no later than ninety (90) days following the Initiating Investor’s receipt of such notice (or at such other place or on such other date as the applicable parties may agree or such later date as may be reasonably necessary to obtain any required regulatory approvals). In connection with such purchase and sale, each party shall, as applicable, execute and deliver all agreements, certificates and other documentation reasonably requested by, and in form and substance reasonably satisfactory to, the event other party to effect the purchase of such Interests hereunder, including, but not limited to, a Second Meeting purchase agreement providing a mutual release of claims and representations and warranties regarding such matters as are customary and usual for such a transaction, including (w) that the Interests to be transferred by the Initiating Investor shall be free and clear of any liens (other than restrictions imposed by this Agreement and pursuant to applicable securities laws), (x) that the Initiating Investor is called the record and beneficial owner of such Interests, (y) that each party has all necessary power and authorization to reconsider a matter as consummate the transfer and (z) that each party has obtained or made all necessary consents, approvals, filings and notices from governmental authorities or third parties to consummate the transfer. (ii) If the Responding Investor elects not to purchase (or cause to be purchased) the Initiating Investor’s Interests or fails to respond within the sixty (60) day response period set forth in Section 2.14(a4.11(b)(i) above, then the Initiating Investor may proceed with a Forced Sale pursuant to Section 4.11(c). (iii) Each of this Agreementthe Majority Investors shall cause the Company to, and each Member shall, cooperate with the Investment Bank in connection with its determination of fair market value and provide (or cause the Company to provide) such matter again fails information reasonably necessary to obtain determine the fair market value of the Initiating Investor’s Interest in the Company. In determining the fair market value of the Initiating Investors’ Interests, such Investment Bank shall assume that (x) the sale of the entire equity interest of the Company and its Subsidiaries shall be to an independent willing buyer in an arm’s-length transaction (i.e., neither seller nor buyer is under any compulsion to buy or sell), (y) the Company and its Subsidiaries shall be sold as a Supermajority Board Approvalgoing concern that will carry on their respective businesses, thenand (z) in any such transaction, upon each Majority Investor shall receive the affirmative vote of at least four Directorssame per Interest consideration applicable to the Interests within such class, and the Board Investment Bank shall call not apply any discount for a period minority interest or illiquidity of 45 days for all Directors the Initiating Investor’s Interests nor any control premium. The fair market value shall be deemed to reconsider be the midpoint of the valuation range determined by such matter Investment Bank. (iv) The reasonable costs and expenses of any Investment Bank incurred in connection with a “Reconsideration Period”); provided that in FMV Purchase shall be borne by the event such matter relates to an Urgent Matter, a Reconsideration Period shall not applyCompany. (c) Following If the Reconsideration PeriodResponding Investor elects a Forced Sale or does not purchase (or cause to be purchased) the Initiating Investor’s Interests pursuant to Section 4.11(b), any Director nominated by NewCo or MDZ may call for the Board of Managers shall pursue a third meeting Forced Sale and in connection therewith reasonably determine (i) the form and manner in which the Sale of the Board for the purpose of reconsidering Company is to be accomplished, with a view to accomplishing such matter (the “Third Meeting”). The Third Meeting shall occur no less than 15 days following the end Sale of the Reconsideration PeriodCompany as soon as is reasonably practicable (but in any event prior to the one (1) year anniversary of the delivery of the Forced Sale or FMV Purchase Notice), (ii) whether the Sale of the Company should be pursuant to a merger, sale of Units, sale of assets or otherwise, (iii) whether to conduct a public auction or privately negotiated sale, and (iv) whether to employ one or more professional firms to assist the Board of Managers in accomplishing the Sale of the Company (it being understood that the hiring of such professional firm shall require the consent of at least one Broad Street Manager and one Olympus Manager). (di) In connection with a Forced Sale, each Member shall, and shall cause their respective Affiliates and each of their respective managers, directors, officers, employees, agents and representatives to (x) provide all cooperation reasonably requested by the Board of Managers or the Company in connection with the implementation and consummation of any Sale of the Company, and (y) take such action as is reasonably necessary in order to cause the Board of Managers and the Company to effect the Sale of the Company, and reasonably requested by the Board of Managers in order to facilitate the Sale of the Company, in each case with a view to consummating such Sale of the Company as expeditiously as possible (but in any event prior to the one (1) year anniversary of the delivery of the Forced Sale or FMV Purchase Notice). (ii) In connection with a Forced Sale, each Member agrees to consent to and raise no objections to the Forced Sale. If the Forced Sale is structured as a merger or consolidation, each of the Members agrees to waive any dissenter rights, appraisal rights or similar rights in connection with such merger or consolidation. If the Forced Sale is structured as a sale of Interests (whether by merger, consolidation, reorganization or otherwise), each Member agrees to sell all of its Interests on the terms and conditions approved by the Board of Managers; provided, that the terms of any Forced Sale shall be terms that (w) are identical for all Members (except for FS, who shall in no event be required to be bound by any non-competition, non-solicitation or similar covenant or agreement) and the price per Unit to be received by each Member will be determined as if the Company had been sold for the valuation implied by such Forced Sale (by extrapolating such valuation to a sale of all of the Units to the extent that such Forced Sale is not a sale of all of the Units) and the proceeds of such sale had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 5.02, (x) impose any escrow, holdback, indemnity or other similar obligations entered into in connection with such Forced Sale as if such escrow, holdback, indemnity or similar obligation reduced the aggregate proceeds available to all Members (i.e., reverse waterfall) and which such liability shall expressly be stated to be several and proportionate but not joint (except with respect to breaches of representations that relate solely to a specific Member, which such representations shall relate to ownership of Interests by such Member, authority, power and right to enter into such Forced Sale, and the absence of conflicts relating to such Investor), (y) provide any indemnity obligations of a Member shall not exceed the aggregate proceeds received by a Member with respect to its Equity Securities, and (z) do not provide for any control premium or other additional consideration to be paid to any Member or its Affiliates that is not shared by all other Members assuming such amount increased the aggregate purchase price paid for all Interests being sold. If the Forced Sale is structured as a sale of assets, each of the Investors will take all actions necessary to cause a liquidation of the Company following the consummation of such Forced Sale on the terms and conditions approved by the Board of Managers. (iii) In the event either of a sale or exchange by the Members of all or substantially all of the issued and outstanding Interests (i) a Third Meeting is called to reconsider whether by sale, merger, recapitalization, reorganization, consolidation, combination or otherwise), each Member shall receive the consideration for the Interests held by such matter, and Member in the same proportion of the aggregate consideration from such matter again fails to obtain a Supermajority Board Approval, sale or (ii) exchange that such Member would have received if such matter relates aggregate consideration had been distributed by the Company in complete liquidation pursuant to an Urgent Matter, such matter fails to obtain a Supermajority Board Approval at the Second Meeting, then a deadlock shall be deemed to have occurred. The Board shall notify NewCo rights and MDZ preferences set forth in writing of such deadlock no later than five days following the occurrence of such deadlock (a “Deadlock Notification”)this Agreement. (eiv) Following a Deadlock Notification, each of NewCo and MDZ may, in its sole discretion, submit a written offer to The Company or the Board and to such other Shareholder, within 30 days of receipt of the Deadlock Notification, to purchase all, but not less than all, of the Shares held by such other Shareholder immediately after the Closing Date (to the extent such Shareholder continues to hold such Shares). Such written offer shall state the cash price proposed by NewCo or MDZacquiring party, as applicablethe case may be, for shall pay the other’s Shares, which cash price shall not be less than the greater reasonable out-of-pocket costs and expenses of (i) the daily weighted average price per Share for the Company’s Shares for the 90-day period ending on the day prior to the date any sale of such written offer, and (ii) a price per Share equal to the Per Share Purchase Price (as defined in the Investment Agreement), adjusted to reflect a proportional annual compounded rate of 15% accruing per Share since the Closing Date. In the event both NewCo and MDZ intend to submit such a written offer, they shall coordinate with each other and the Independent Director to submit such written offers simultaneously; provided that such coordination does not prevent NewCo or MDZ from being able to submit any such written offer by the 30-day deadline provided in this Section 2.14(e). (f) If both of NewCo and MDZ submit a written offer to purchase the Shares of the other within the 30-day period Interests pursuant to Section 2.14(e) of this Agreement, the offer representing the higher price per share will be deemed accepted, and the other offer will be deemed rejected. If only one of NewCo and MDZ submits a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, such offer will be deemed accepted. The closing of the sale of Shares pursuant to any accepted offer shall occur no later than 20 Business Days following the end of the 30-day period set forth in Section 2.14(e) of this Agreement (which 20-Business Day period shall be extended if such sale is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 60 days following the end of such 20-Business Day period). No later than five Business Days prior to such closing, the selling Shareholder shall deliver to the other wire transfer instructions for payment of the consideration to be received in connection with such purchase and sale of Shares. At such closing, the selling Shareholder shall deliver to the other such Shares, including all certificates representing such Shares, together with duly executed stock powers, free and clear of any Liens, against delivery to it of the consideration thereforForced Sale. (g) If (i) neither NewCo nor MDZ submits a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, or (ii) all regulatory approvals required in connection with a sale of the Shares have not been obtained within the 60-day period set forth in Section 2.14(f) of this Agreement, the matter causing the deadlock shall be decided by Majority Board Approval.

Deadlock Resolution. (aA) In For the event a matter requiring Supermajority Board Approval pursuant to Section 2.08 purposes of this Agreement fails to obtain a Supermajority Board Approval but obtains a Majority Board Approvalclause 5, the Board may, upon the affirmative vote of at least four Directors, elect to reconsider the matter at a second meeting of the Board to be called specifically for such purpose (the “Second Meeting”). The Second Meeting shall occur no less than 30 days following the Board meeting at which such matter was initially considered. (b) In the event a Second Meeting is called to reconsider a matter as set forth in Section 2.14(a) of this Agreement, and such matter again fails to obtain a Supermajority Board Approval, then, upon the affirmative vote of at least four Directors, the Board shall call for a period of 45 days for all Directors to reconsider such matter (a “Reconsideration Period”); provided that in the event such matter relates to an Urgent Matter, a Reconsideration Period shall not apply. (c) Following the Reconsideration Period, any Director nominated by NewCo or MDZ may call for a third meeting of the Board for the purpose of reconsidering such matter (the “Third Meeting”). The Third Meeting shall occur no less than 15 days following the end of the Reconsideration Period. (d) In the event either (i) a Third Meeting is called to reconsider such matter, and such matter again fails to obtain a Supermajority Board Approval, or (ii) if such matter relates to an Urgent Matter, such matter fails to obtain a Supermajority Board Approval at the Second Meeting, then a deadlock Deadlock” shall be deemed to have occurred. The occurred if: (i) a proposal or a series of related proposals is made in respect of any matter contemplated by clause 4 (Reserved Matters) but is not approved in accordance with that clause at two consecutive duly convened meetings of the Board shall notify NewCo and MDZ (or following the circulation of the relevant resolution in writing on two separate occasions); (ii) a quorum is not present at two consecutive duly convened meetings of the Board by reason of the absence of the Directors nominated and appointed upon request of the same Shareholder; (iii) a proposal or a series of related proposals is made in respect of any matter contemplated by clause 4 (Reserved Matters) and any Shareholder exercises its right to step in in accordance with clause 4.5, and such deadlock no later than five days proposal is not approved at two consecutive duly convened general meetings (or following the occurrence circulation of such deadlock the relevant resolution in writing to the Shareholders on two separate occasions); or (iv) a “Deadlock Notification”)quorum is not present at two consecutive duly convened general meetings by reason of the absence of the same Shareholder. (eB) Following In the event of a Deadlock Notification, each either of NewCo and MDZ the Liberty Global Shareholder or the Telefónica Shareholder may, in its sole discretion, submit a written offer to the Board and to such other Shareholder, within 30 days of receipt of the Deadlock Notification, to purchase all, but not less than all, of the Shares held by such other Shareholder immediately after the Closing Date (to the extent such Shareholder continues to hold such Shares). Such written offer shall state the cash price proposed by NewCo or MDZ, as applicable, for the other’s Shares, which cash price shall not be less than the greater of (i) the daily weighted average price per Share for the Company’s Shares for the 90-day period ending on the day at any time prior to the date falling 20 Business Days after the Deadlock occurs, give written notice to the other and to the Company that it regards a Deadlock as having occurred (“Deadlock Notice”) and: (i) upon receipt of such written offera Deadlock Notice, the Shareholders shall meet and seek to resolve the Deadlock within a reasonable period of time; (ii) if there is no resolution within 20 Business Days of receipt of a price per Share equal Deadlock Notice, the matter shall be referred to the Per Share Purchase Price chief executive officer of each Shareholder's Ultimate Parent and those executives shall meet as soon as reasonably practicable (as defined but in the Investment Agreement), adjusted to reflect a proportional annual compounded rate of 15% accruing per Share since the Closing Date. In the any event both NewCo and MDZ intend to submit such a written offer, they shall coordinate with each other and the Independent Director to submit such written offers simultaneously; provided that such coordination does not prevent NewCo or MDZ from being able to submit any such written offer by the 30-day deadline provided in this Section 2.14(e). (f) If both of NewCo and MDZ submit a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, the offer representing the higher price per share will be deemed accepted, and the other offer will be deemed rejected. If only one of NewCo and MDZ submits a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, such offer will be deemed accepted. The closing of the sale of Shares pursuant to any accepted offer shall occur no later than 20 Business Days following the end of the 30-day period set forth in Section 2.14(e) of this Agreement (which 20-Business Day period shall be extended if such sale is subject to regulatory approval until the expiration of five 10 Business Days after all such approvals have been received, but in no event later than 60 days following the end expiry of such 20-the 20 Business Day period). No later than five Business Days prior ) and use reasonable endeavours to such closingresolve the Deadlock; and (iii) if a Deadlock relating to any proposal made in respect of one of the matters referred to in clause 4 (Reserved Matters) is not resolved after applying the above procedure, the selling Shareholder proposal shall deliver to not proceed and may not be proposed again, in each case, until at least six months after the other wire transfer instructions for payment of the consideration to be received in connection with such purchase and sale of Shares. At such closing, the selling Shareholder shall deliver to the other such Shares, including all certificates representing such Shares, together with duly executed stock powers, free and clear of any Liens, against delivery to it of the consideration thereforabove procedure has expired unless both Shareholders agree otherwise. (g) If (i) neither NewCo nor MDZ submits a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, or (ii) all regulatory approvals required in connection with a sale of the Shares have not been obtained within the 60-day period set forth in Section 2.14(f) of this Agreement, the matter causing the deadlock shall be decided by Majority Board Approval.

Deadlock Resolution. (a) In the event If a matter requiring Supermajority Board Approval pursuant contemplated under subclause 7.2(f)(i) (Anti-Bribery Laws, Sanction Laws, AML/CTF Laws, human rights and other business conduct matters, HSEC Performance), 7.2(f)(ii) (Rights Relinquishment), 7.2(f)(iii) (Work Program and Budget) (only after exhausting the steps set out in subclause 5.3(c)) or 7.2(f)(iv) (Related Party Transactions) is submitted for approval to Section 2.08 the Alliance Management Committee and the representatives of this Agreement fails Ixxxxxx and BHP cannot come to obtain a Supermajority Board Approval but obtains a Majority Board Approvalunanimous decision, the Board may, upon the affirmative vote of at least four Directors, elect to reconsider then the matter at a second meeting may be raised by either Party to the other Party for further discussion and resolution. If the Parties fail to agree as to the disposition of the Board matter within a period of sixty (60) days after a non-unanimous vote, then a deadlock will be deemed to be called specifically for such purpose have occurred in relation to that matter (the a “Second MeetingDeadlock”). The Second Meeting shall occur no less than 30 days following the Board meeting at which such matter was initially considered. (b) In A Deadlock (other than a Deadlock referenced in subclause 7.3(c)) shall be considered by successively higher levels of the event Parties’ management up to and including the President and CEO of Ivanhoe and Vice President Metals Exploration of BHP for resolution, and if the Deadlock has not been resolved within a Second Meeting is called further period of sixty (60) days after a Deadlock has been deemed to reconsider have occurred under subclause 7.3(a) then: (i) if the Deadlock relates to a matter under subclauses 7.2(f)(ii) (Rights Relinquishment) or 7.2(f)(iv) (Related Party Transactions) each Party will prepare an alternate proposal in writing to dispose of or resolve such Deadlock and each proposal shall be submitted to an Independent Expert within twenty (20) Business Days after the 60-day period and the Independent Expert shall chose, within a further twenty (20) Business Days after the last received proposal, one of the proposals as set forth in Section 2.14(athe determinative resolution which will be binding on the Parties taking into consideration complying with the highest standards of HSEC Performance, anti-corruption, human rights and other business conduct matters; and (ii) of this Agreement, and such matter again fails to obtain a Supermajority Board Approval, then, upon if the affirmative vote of at least four Directors, the Board shall call for a period of 45 days for all Directors to reconsider such matter (a “Reconsideration Period”); provided that in the event such matter Deadlock relates to an Urgent Mattera matter under subclause 7.2(f)(iii) (Work Program and Budget) the Parties shall implement a Deadlock Sustaining Budget and shall continue to seek to resolve the Deadlock within a further sixty (60) days and if the Deadlock is not resolved by the end of such 60-day period, a Reconsideration Period each Party shall have the right, but not applyobligation, to terminate this Agreement by sending written notice to the other Party. (c) Following the Reconsideration PeriodA Deadlock which comprises or includes a matter referred to in subclause 7.2(f)(i) (Anti-Bribery Laws, any Director nominated by NewCo or MDZ may call for a third meeting of the Board for the purpose of reconsidering such matter (the “Third Meeting”). The Third Meeting shall occur no less than 15 days following the end of the Reconsideration Period. (dSanction Laws, AML/CTF Laws, human rights and other business conduct matters, HSEC Performance) In the event either (i) a Third Meeting is called to reconsider such matter, and such matter again fails to obtain a Supermajority Board Approval, or (ii) if such matter relates to an Urgent Matter, such matter fails to obtain a Supermajority Board Approval at the Second Meeting, then a deadlock shall be considered by the President and CEO of Ivanhoe and Vice President Metals Exploration of BHP for resolution and if the Deadlock has not been resolved within a further period of six (6) months after a Deadlock has been deemed to have occurred. The Board occurred under subclause 7.3(a) then each Party shall notify NewCo and MDZ in writing of such deadlock no later than five days following have the occurrence of such deadlock (a “Deadlock Notification”). (e) Following a Deadlock Notification, each of NewCo and MDZ may, in its sole discretion, submit a written offer to the Board and to such other Shareholder, within 30 days of receipt of the Deadlock Notification, to purchase allright, but not less than allobligation, of the Shares held by such other Shareholder immediately after the Closing Date (to the extent such Shareholder continues to hold such Shares). Such written offer shall state the cash price proposed by NewCo or MDZ, as applicable, for the other’s Shares, which cash price shall not be less than the greater of (i) the daily weighted average price per Share for the Company’s Shares for the 90-day period ending on the day prior to the date of such written offer, and (ii) a price per Share equal to the Per Share Purchase Price (as defined in the Investment Agreement), adjusted to reflect a proportional annual compounded rate of 15% accruing per Share since the Closing Date. In the event both NewCo and MDZ intend to submit such a written offer, they shall coordinate with each other and the Independent Director to submit such written offers simultaneously; provided that such coordination does not prevent NewCo or MDZ from being able to submit any such written offer by the 30-day deadline provided in this Section 2.14(e). (f) If both of NewCo and MDZ submit a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, the offer representing the higher price per share will be deemed accepted, and the other offer will be deemed rejected. If only one of NewCo and MDZ submits a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, such offer will be deemed accepted. The closing of the sale of Shares pursuant to any accepted offer shall occur no later than 20 Business Days following the end of the 30-day period set forth in Section 2.14(e) of terminate this Agreement (which 20-Business Day period shall be extended if such sale is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 60 days following the end of such 20-Business Day period). No later than five Business Days prior to such closing, the selling Shareholder shall deliver by sending written notice to the other wire transfer instructions for payment of the consideration to be received in connection with such purchase and sale of Shares. At such closing, the selling Shareholder shall deliver to the other such Shares, including all certificates representing such Shares, together with duly executed stock powers, free and clear of any Liens, against delivery to it of the consideration thereforParty. (g) If (i) neither NewCo nor MDZ submits a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, or (ii) all regulatory approvals required in connection with a sale of the Shares have not been obtained within the 60-day period set forth in Section 2.14(f) of this Agreement, the matter causing the deadlock shall be decided by Majority Board Approval.

Deadlock Resolution. (a) In the event a matter requiring Supermajority Board Approval pursuant the Shareholders are deadlocked and are unable to Section 2.08 of this Agreement fails to obtain a Supermajority Board Approval but obtains a Majority Board Approval, agree unanimously on any decision that requires the Board may, upon the affirmative vote of at least four Directors, elect to reconsider the matter at a second meeting unanimous consent of the Board to be called specifically for such purpose (the “Second Meeting”). The Second Meeting shall occur no less than 30 days following the Board meeting at which such matter was initially considered. (b) In the event a Second Meeting is called to reconsider a matter as set forth in Section 2.14(a) of this AgreementShareholders, and the Shareholders are unable through good faith and the exercise of their reasonable efforts to break such matter again fails to obtain a Supermajority Board Approval, then, upon the affirmative vote of at least four Directors, the Board shall call deadlock for a period of 45 sixty (60) days for following notice from one Shareholder to the other Shareholder that a deadlock exists with regard to such a decision, the deadlock may be broken by the invocation of the provisions of this Section; provided, however, this Section may be invoked if and only if such deadlock occurs after the date which is twelve (12) months from the date hereof. Either Shareholder may initiate the buy/sell procedure by providing a written notice (the "Value Notice") to the other Shareholder. The Shareholder which initiates the buy/sell procedure, is referred to herein as the "Offeror." The Shareholder who receives the Value Notice is referred to herein as the "Offeree." The Value Notice shall include an offer by the Offeror to purchase all Directors to reconsider such matter (a “Reconsideration Period”); provided that and not less than all) of the shares in the event such matter relates Company owned by the Offeree and an offer by the Offeror to an Urgent Matter, a Reconsideration Period shall sell all (and not apply. (cless than all) Following the Reconsideration Period, any Director nominated by NewCo or MDZ may call for a third meeting of the Board shares in the Company owned by the Offeror to the Offeree. The Value Notice shall specify an amount (the "Stated Amount") that shall be the purchase price per share of the Shares of the Company, which shall, after multiplied by the number of the Shares issued and outstanding be not less than the aggregate of all indebtedness owed at that time by the Company, and which shall be used in the calculations of the total purchase price for the purpose Shares transferred pursuant to this Section. The Offeree shall have ten (10) days from its receipt of reconsidering such matter the Value Notice to provide a written notice (the “Third Meeting”). The Third Meeting shall occur no "Election Notice") to the Offeror stating either that the Offeree will sell all (and not less than 15 days following all) its Shares in the end of Company to the Reconsideration Period. Offeror or that the Offeree will purchase all (dand not less than all) In the event either (i) a Third Meeting is called to reconsider such matter, and such matter again Offeror's Shares in the Company at the per Share purchase price referenced in the Value Notice. If the Offeree fails to obtain give a Supermajority Board Approvaltimely Election Notice, or (ii) if such matter relates to an Urgent Matter, such matter fails to obtain a Supermajority Board Approval at the Second Meeting, then a deadlock Offeree shall be deemed to have occurred. The Board shall notify NewCo elected to sell all (and MDZ in writing of such deadlock no later than five days following the occurrence of such deadlock (a “Deadlock Notification”). (e) Following a Deadlock Notification, each of NewCo and MDZ may, in its sole discretion, submit a written offer to the Board and to such other Shareholder, within 30 days of receipt of the Deadlock Notification, to purchase all, but not less than all) its Shares to the Offeror. The Election Notice shall specify the date of closing (the "Buy-Sell Closing Date"), which date shall be at least sixty (60) days after the giving of the Shares Election Notice, but in any event not later than the ninetieth (90th) day after such notice. If the Offeree fails to provide an Election Notice, the Buy-Sell Closing Date shall be held by such other Shareholder immediately on the first business day which is at least ninety (90) days after the Closing Date (giving of the Value Notice. As of the effective date of any transfer of a Shares pursuant to this Section, the buyer shall assume all obligations of the seller with respect to the extent Shares so transferred, including any liability of the seller with respect to any Company liabilities. Upon such transfer, the seller's rights and obligations under this Agreement shall terminate with respect to such transferred Shares, except as to indemnity rights of such Shareholder continues under this Agreement attributable to hold such Shares). Such written offer shall state the cash price proposed by NewCo acts or MDZ, as applicable, for the other’s Shares, which cash price shall not be less than the greater of (i) the daily weighted average price per Share for the Company’s Shares for the 90-day period ending on the day events occurring prior to the effective date of such written offer, and (ii) a price per Share equal to the Per Share Purchase Price (as defined in the Investment Agreement), adjusted to reflect a proportional annual compounded rate of 15% accruing per Share since the Closing Date. In the event both NewCo and MDZ intend to submit such a written offer, they shall coordinate with each other and the Independent Director to submit such written offers simultaneously; provided that such coordination does not prevent NewCo or MDZ from being able to submit any such written offer by the 30-day deadline provided in this Section 2.14(e)transfer. (f) If both of NewCo and MDZ submit a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, the offer representing the higher price per share will be deemed accepted, and the other offer will be deemed rejected. If only one of NewCo and MDZ submits a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, such offer will be deemed accepted. The closing of the sale of Shares pursuant to any accepted offer shall occur no later than 20 Business Days following the end of the 30-day period set forth in Section 2.14(e) of this Agreement (which 20-Business Day period shall be extended if such sale is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 60 days following the end of such 20-Business Day period). No later than five Business Days prior to such closing, the selling Shareholder shall deliver to the other wire transfer instructions for payment of the consideration to be received in connection with such purchase and sale of Shares. At such closing, the selling Shareholder shall deliver to the other such Shares, including all certificates representing such Shares, together with duly executed stock powers, free and clear of any Liens, against delivery to it of the consideration therefor. (g) If (i) neither NewCo nor MDZ submits a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, or (ii) all regulatory approvals required in connection with a sale of the Shares have not been obtained within the 60-day period set forth in Section 2.14(f) of this Agreement, the matter causing the deadlock shall be decided by Majority Board Approval.

Deadlock Resolution. (a) In the event a matter requiring Supermajority Board Approval pursuant to Section 2.08 of this Agreement fails to obtain a Supermajority Board Approval but obtains a Majority Board Approval, If the Board may, upon is unable to make a determination on any matter material to the affirmative vote operation of at least four Directors, elect the Company (provided that the continued failure or inability to reconsider resolve or otherwise determine any such matter shall be of such a nature as could materially adversely affect the financial condition or business operations of the Company) after due consideration of such matter at a second meeting two or more meetings of the Board held within a period of not less than forty-five (45) days nor more than sixty (60) days (hereinafter a “Deadlock”), either Party may declare the occurrence of a Deadlock, by written notice thereof to the other Party setting out its position on the matter in dispute and its reasons for adopting such position. Each such notice shall be called specifically considered by the CEO of each of the Parties, who shall communicate with each other and shall each use reasonable good faith efforts to resolve such Deadlock within sixty (60) days or within any mutually agreed extension of such period. 12.5.1 If the Parties cannot reach agreement on the Deadlock and the issue has not been submitted for such purpose resolution pursuant to Article 26 hereof, either of the Parties (the “Second MeetingPricing Party”) shall have the right, exercisable for thirty (30) Business Days thereafter to indicate its intention to sell the equity interest it holds in the Company to the other Party (the “Deciding Party”) in writing in the form of a notice (the “Deadlock Notice”). The Second Meeting Deadlock Notice shall occur no specify the price at which the Pricing Party is willing, able and prepared to sell all (but not part) of the interest it owns in the Company (the “Sale Interest”) to the Deciding Party (the “Deadlock Price”) and may not be conditional on any term other than the receipt of the Deadlock Price. 12.5.2 The Deadlock Notice shall be deemed to: (i) constitute an irrevocable offer by the Pricing Party, open for acceptance by the Deciding Party for thirty (30) Business Days from the date of service of the Deadlock Notice (the “Purchase Period”), to sell all (but not less than 30 days following all) of the Board meeting Sale Interest owned by it to the Deciding Party at which such matter was initially consideredthe Deadlock Price; and (ii) constitute an alternative irrevocable offer by the Pricing Party to purchase all (but not less than all) of the Sale Interest owned by the Deciding Party within the Purchase Period at the same Deadlock Price. (b) In 12.5.3 The Deciding Party may at any time before the event a Second Meeting is called to reconsider a matter as set forth expiry of the Purchase Period serve notice in Section 2.14(a) of this Agreement, and such matter again fails to obtain a Supermajority Board Approval, then, writing upon the affirmative vote Pricing Party of at least four Directors, its desire to purchase the Board shall call for a period Sale Interest of 45 days for all Directors to reconsider such matter the Pricing Party on the terms set out in this Article 12.5 (a “Reconsideration PeriodPurchase Notice”) which may not be expressed to be subject to fulfillment of any condition whatsoever (other than those conditions required by the applicable Law); provided that in . Upon service of a Purchase Notice on the event such matter relates Pricing Party, the Pricing Party shall be bound to an Urgent Mattersell (upon payment of the Deadlock Price), and the Deciding Party who has served a Reconsideration Period Purchase Notice shall not applybe bound to purchase (at the Deadlock Price), all of the Sale Interest owned by the Pricing Party, which the Pricing Party shall transfer, free from all claims, liens and encumbrances, together with all rights attached thereto at the date of service of the Deadlock Notice. (c) Following 12.5.4 If the Reconsideration Pricing Party has not received a Purchase Notice before the expiry of the Purchase Period, any Director nominated by NewCo or MDZ may call for a third meeting of the Board for the purpose of reconsidering such matter (the “Third Meeting”). The Third Meeting shall occur no less than 15 days following the end of the Reconsideration Period. (d) In the event either (i) a Third Meeting is called to reconsider such matter, and such matter again fails to obtain a Supermajority Board Approval, or (ii) if such matter relates to an Urgent Matter, such matter fails to obtain a Supermajority Board Approval at the Second Meeting, then a deadlock Deciding Party shall be deemed to have occurred. The Board declined the offer by the Pricing Party to sell referred to in this Article 12.5.2(i) and the Deciding Party shall notify NewCo and MDZ in writing of such deadlock no later than five days following the occurrence of such deadlock be bound to sell (a “Deadlock Notification”). (e) Following a Deadlock Notification, each of NewCo and MDZ may, in its sole discretion, submit a written offer to the Board and to such other Shareholder, within 30 days of receipt upon payment of the Deadlock NotificationPrice), and the Pricing Party shall be bound to purchase all(at the same Deadlock Price), but not less than all, all of the Shares held Sale Interest owned by such other Shareholder immediately after the Closing Date (to the extent such Shareholder continues to hold such Shares). Such written offer shall state the cash price proposed by NewCo or MDZ, as applicable, for the other’s SharesDeciding Party, which cash price the Deciding Party shall not be less than the greater of (i) the daily weighted average price per Share for the Company’s Shares for the 90-day period ending on the day prior to transfer, free from all claims, liens and encumbrances, together with all rights attached thereto at the date of service of the Deadlock Notice. 12.5.5 Either the Pricing Party or the Deciding Party, which is to purchase all of the Sale Interest pursuant to this Article 12.5, shall have the right to designate a third party who may, either alone or together with such written offerparty, and (ii) a price per Share equal to purchase the Per Share Purchase Price (as defined Sale Interest in the Investment Agreement)Company pursuant to this Article 12.5. 12.5.6 The sale and purchase of the Sale Interest shall comply with applicable law. Unless otherwise agreed between the Parties, adjusted to reflect a proportional annual compounded rate the sale and purchase of 15% accruing per Share since the Closing Date. In Sale Interest shall be completed within fourteen (14) Business Days, when all of the event both NewCo and MDZ intend to submit such a written offer, they shall coordinate with each other relevant government approvals are received and the Independent Director to submit registration of the transfer of such written offers simultaneously; provided that such coordination does not prevent NewCo or MDZ from being able to submit any such written offer by the 30-day deadline provided in this Section 2.14(e)Sale Interest is completed. (f) If both 12.5.7 For the purposes of NewCo and MDZ submit a written offer this Article 12.5, the Deciding Party shall be deemed to purchase have authorized the Shares Company to take all actions necessary on behalf of the other within the 30-day period pursuant Deciding Party to Section 2.14(e) of this Agreement, the offer representing the higher price per share will be deemed accepted, and the other offer will be deemed rejected. If only one of NewCo and MDZ submits a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, such offer will be deemed accepted. The closing of effectuate the sale of Shares pursuant to the Deciding Party’s Sale Interest if the Deciding Party does not timely serve a Purchase Notice. Time is of the essence and the receipt by the Pricing Party of any accepted offer shall occur no later than 20 Business Days following Purchase Notice after the end of the 30-day period set forth Purchase Period shall have no binding force and effect. 12.5.8 Until such time as the sale or purchase of the Sale Interest of one Party in Section 2.14(e) of this Agreement (which 20-Business Day period shall be extended if such sale is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 60 days following the end of such 20-Business Day period). No later than five Business Days prior to such closing, the selling Shareholder shall deliver Company to the other wire transfer instructions for payment of the consideration to be received in connection with such purchase and sale of Shares. At such closingParty is completed, the selling Shareholder shall deliver Company will, to the other such Sharesfullest extent possible, including all certificates representing such Shares, together with duly executed stock powers, free maintain the conduct of its Business in the ordinary course and clear neither Party shall hinder the Company from the conduct of any Liens, against delivery to it of the consideration thereforits Business. (g) If (i) neither NewCo nor MDZ submits a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, or (ii) all regulatory approvals required in connection with a sale of the Shares have not been obtained within the 60-day period set forth in Section 2.14(f) of this Agreement, the matter causing the deadlock shall be decided by Majority Board Approval.

Deadlock Resolution. 12.1. If the Board does not agree on any Reserved Matter (aother than (i) In the event a matter requiring Supermajority Board Approval Section 9.1(c), which shall be resolved pursuant to Section 2.08 of this Agreement fails to obtain a Supermajority Board Approval but obtains a Majority Board Approval12.8, the Board may, upon the affirmative vote of at least four Directors, elect to reconsider the matter at a second meeting (ii) appointment of the Board CEO pursuant to Section 9.1(g), which shall be called specifically for such purpose resolved in accordance with Section 7.2(e), or (iii) whether a Director has unreasonably withheld or delayed approval of the “Second Meeting”compensation of the CEO pursuant to Section 9.1(g). The Second Meeting , which shall occur no less than 30 days following be resolved in accordance with Section 29), within twenty (20) Business Days of the Board meeting at which the Board considers the matter, the matter may be referred for a decision to the SABMiller CEO and Molson Coors CEO. 12.2. The SABMiller CEO and Molson Coors CEO shall attempt in good faith to resolve any matter referred to them under Section 12.1 after taking into account, where appropriate, the views of external counsel, financial advisers and other appropriate experts. 12.3. If the matter which has been referred under Section 12.1 is not resolved by the SABMiller CEO and the Molson Coors CEO within twenty (20) Business Days following such referral, either of them may propose to the other in writing that structured negotiations be entered into with the assistance of a neutral adviser or mediator ("Neutral Adviser"). 12.4. If the SABMiller CEO and the Molson Coors CEO are unable to agree on a Neutral Adviser within ten (10) Business Days of the written notice proposing structured negotiations or if the Neutral Adviser agreed upon is unable or unwilling to act thereafter, either of the SABMiller CEO or the Molson Coors CEO shall within ten (10) Business Days of written notice to the other stating that they are unable to agree on a Neutral Adviser, or that the Neutral Adviser agreed upon is unable or unwilling to act, apply to the LCIA to appoint a Neutral Adviser. 12.5. The SABMiller CEO and the Molson Coors CEO shall within ten (10) Business Days of the appointment of the Neutral Adviser meet him or her in order to agree on a procedure for the exchange of any relevant information and the structure to be adopted for the negotiation, to be held in New York. 12.6. The SABMiller CEO and the Molson Coors CEO shall not be obligated to accept the Neutral Adviser's recommendations, but if they do so, or otherwise reach agreement on the resolution of the matter, such agreement shall be reduced to writing and, once it is duly executed by SABMiller and Molson Coors, the Shareholders shall cause the CBC Directors and the Xxxxxx Directors, respectively, to vote accordingly at the meeting of the Board at which the matter was initially consideredis next discussed. 12.7. If the SABMiller CEO and the Molson Coors CEO do not accept the Neutral Adviser's recommendation and do not otherwise reach agreement on resolution of the matter, then the matter shall be deemed not approved by the Board. 12.8. In the event of a deadlock on the Reserved Matter in Section 9.1(c), the matter shall be referred by either Shareholder, with notice in writing to the other Shareholder, to an independent expert for a decision in accordance with the following procedure: (a) The independent expert shall be a retired business person with significant experience in the United States beverage industry (the "Beverage Expert"). If the Shareholders are unable to agree on a Beverage Expert within ten (10) Business Days of the written notice to refer the matter to a Beverage Expert or if the Beverage Expert agreed upon is unable or unwilling to act thereafter, any Shareholder may, within ten (10) Business Days of notice to the Shareholders stating that they are unable to agree on a Beverage Expert or that the Beverage Expert agreed upon is unable or unwilling to act, request that the National Beer Wholesalers Association appoint a Beverage Expert. (b) In The Shareholders shall within ten (10) Business Days of the event appointment of the Beverage Expert meet him or her in order to agree on a Second Meeting is called procedure for the exchange of any relevant information and the structure to reconsider a matter be adopted for the expert determination, to be held in New York or elsewhere as set forth in Section 2.14(a) of this Agreement, and such matter again fails to obtain a Supermajority Board Approval, then, upon the affirmative vote of at least four Directors, the Board shall call for a period of 45 days for all Directors to reconsider such matter (a “Reconsideration Period”); provided that in the event such matter relates to an Urgent Matter, a Reconsideration Period shall not applyagreed. (c) Following The Shareholders shall instruct the Reconsideration PeriodBeverage Expert to determine the issue which is the subject of deadlock on the basis of what is reasonable, any Director nominated by NewCo or MDZ may call for a third meeting having regard to the respective interests of the Board for Parties in North America and without regard to the purpose of reconsidering such matter (the “Third Meeting”). The Third Meeting shall occur no less than 15 days following the end wider interests of the Reconsideration PeriodParties or of any entity which may have acquired Control of either Party. (d) In The Beverage Expert shall be instructed to issue a decision on the event either (i) a Third Meeting is called to reconsider such matter, based on his expert judgment and such matter again fails to obtain a Supermajority Board Approval, or (ii) if such matter relates to an Urgent Matter, such matter fails to obtain a Supermajority Board Approval at the Second Meeting, then a deadlock information presented by the Parties. The decision of the Beverage Expert shall be deemed to have occurred. The Board final and binding on the Parties, and shall notify NewCo and MDZ in writing of such deadlock no later than five days following be enforceable under the occurrence of such deadlock (a “Deadlock Notification”)Federal Arbitration Act, Title 9 United States Code. (e) Following a Deadlock Notification, each of NewCo and MDZ may, in its sole discretion, submit a written offer to the Board and to such other Shareholder, within 30 days of receipt of the Deadlock Notification, to purchase all, but not less than all, of the Shares held by such other Shareholder immediately after the Closing Date (to the extent such Shareholder continues to hold such Shares). Such written offer shall state the cash price proposed by NewCo or MDZ, as applicable, for the other’s Shares, which cash price shall not be less than the greater of (i) the daily weighted average price per Share for the Company’s Shares for the 90-day period ending on the day prior to the date of such written offer, and (ii) a price per Share equal to the Per Share Purchase Price (as defined in the Investment Agreement), adjusted to reflect a proportional annual compounded rate of 15% accruing per Share since the Closing Date12.9. In the event both NewCo and MDZ intend of a failure to submit such a written offeragree on the Annual Operating Plan in any year, they the previous year's Annual Operating Plan shall coordinate apply, with each other and of the Independent Director figures in the Annual Operating Plan increased by an amount equal to submit such written offers simultaneously; provided that such coordination does not prevent NewCo or MDZ from being able to submit any such written offer the relevant figure multiplied by the 30-day deadline provided Inflation Rate for the period from the month preceding the commencement of the prior year to the month preceding the commencement of the current year, until the date on which the Board has approved a revised Annual Operating Plan in this accordance with Section 2.14(e9.1(b). (f) If both of NewCo and MDZ submit a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, the offer representing the higher price per share will be deemed accepted, and the other offer will be deemed rejected. If only one of NewCo and MDZ submits a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, such offer will be deemed accepted. The closing of the sale of Shares pursuant to any accepted offer shall occur no later than 20 Business Days following the end of the 30-day period set forth in Section 2.14(e) of this Agreement (which 20-Business Day period shall be extended if such sale is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 60 days following the end of such 20-Business Day period). No later than five Business Days prior to such closing, the selling Shareholder shall deliver to the other wire transfer instructions for payment of the consideration to be received in connection with such purchase and sale of Shares. At such closing, the selling Shareholder shall deliver to the other such Shares, including all certificates representing such Shares, together with duly executed stock powers, free and clear of any Liens, against delivery to it of the consideration therefor. (g) If (i) neither NewCo nor MDZ submits a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, or (ii) all regulatory approvals required in connection with a sale of the Shares have not been obtained within the 60-day period set forth in Section 2.14(f) of this Agreement, the matter causing the deadlock shall be decided by Majority Board Approval.

Deadlock Resolution. (a) In the event that any action requiring approval by the holders of a matter requiring Supermajority Board Approval majority of the issued and outstanding shares of the Company entitled to vote thereon pursuant to Section 2.08 3.02 of this Agreement fails is proposed, and such action is approved by the holders of fifty percent (50%) (but not more than fifty percent (50%)) of the issued and outstanding shares of the Company entitled to obtain vote thereon, and is therefore not initially approved pursuant to Section 3.02 of this Agreement (a Supermajority Board Approval but obtains a Majority Board Approval"Deadlock"), the Board mayStockholders agree that the proposed action which resulted in such Deadlock (the "Deadlock Matter") will be submitted to Xxxxxxxxx, upon in his capacity as the affirmative vote of at least four DirectorsArbitrator, elect to reconsider as specified in this Section 3.03(a), or if Xxxxxxxxx is no longer the matter Arbitrator, the individual, if any, who has been designated by the Stockholders in accordance with Section 3.01(r) as the arbitrator for Deadlock Matters (Xxxxxxxxx, or any such successor acting in such capacity, the "Arbitrator") under this Section 3.03. Any Deadlock Matter will be resolved at a second meeting of the Board Stockholders. In the event the Deadlock arises with respect to be called specifically for any matter upon which the written consent of Stockholders is sought, either the Company (to the extent the Chairman, President or General Counsel of the Company has actual knowledge of the proposed written consent request and the resulting Deadlock), or the Stockholder seeking such purpose (consent, as applicable, shall notify the “Second Meeting”). The Second Meeting Chairman of the Deadlock and the Chairman shall occur no less than 30 days following call and the Board Stockholders shall attend, a meeting of Stockholders as soon thereafter as is reasonably practical, at which meeting such matter was initially consideredDeadlock Matter will be proposed and discussions related thereto shall be conducted among the Stockholders and the Arbitrator with respect thereto. At the meeting of Stockholders (at which the Deadlock arose, or in the event the Deadlock arose in connection with a solicitation of written consents, at the Stockholder meeting held to address such Deadlock) and following such discussions, if applicable, the Arbitrator shall, at his/her option, but without obligation, approve the proposed action, not approve the proposed action or determine not to take any position with respect to the proposed action. In the event that the Arbitrator approves the proposed action, then such action shall be deemed approved and adopted by the Company for all purposes of Section 3.02 of this Agreement, the Certificate of Incorporation and Bylaws of the Company and the General Corporation Law of the State of Delaware. In the event that the Arbitrator does not approve the proposed action or determines not to take any position with respect to the proposed action, then such proposed action shall be deemed not approved for purposes of Section 3.02 of this Agreement. (b) In Any determination made (or election not to make a determination) by the event a Second Meeting is called Arbitrator pursuant to reconsider a matter as set forth in this Section 2.14(a) of this Agreement3.03 will be final and binding upon the Company and the Stockholders. Nothing herein will require the Arbitrator to approve or disapprove any Deadlock Matter, and such matter again fails the Stockholders expressly acknowledge and agree that the Arbitrator may, from time to obtain time, elect not to take any position and not to make any determination with respect to a Supermajority Board Approval, then, upon the affirmative vote of at least four Directors, the Board shall call for a period of 45 days for all Directors to reconsider such matter (a “Reconsideration Period”); provided that in the event such matter relates to an Urgent Deadlock Matter, a Reconsideration Period shall not apply. (c) Following the Reconsideration PeriodXxxxxxxxx, any Director nominated by NewCo or MDZ may call for a third meeting as Chairman of the Board for Company as of the purpose date of reconsidering the Fourth Amendment, is hereby designated by all of the Stockholders to serve as the initial Arbitrator until such matter time as (x) he ceases to be Chairman of the “Third Meeting”Company, (y) he voluntarily resigns from the position of Arbitrator (which resignation may be effected by Xxxxxxxxx at any time with prior written notice to the Company and the Stockholders (which notice will be effective when given), without any liability to or obligation of, Xxxxxxxxx, and without the resignation by Xxxxxxxxx from any other position with the Company held at such time); or (z) he is removed as Arbitrator in accordance with the provisions of Section 3.01(r). In order for any Person thereafter to be selected as Arbitrator, such Person must be selected as Arbitrator in accordance with Section 3.01(r) of this Agreement. The Third Meeting shall occur no less than 15 days following the end Arbitrator need not be a holder of the Reconsideration Periodany Shares. (d) In the event either (i) there is a Third Meeting is called vacancy in the position of Arbitrator, the provisions of this Section 3.03 shall not be applicable to reconsider such matter, and such matter again fails to obtain a Supermajority Board Approval, or (ii) if such matter relates to an Urgent Matter, such matter fails to obtain a Supermajority Board Approval at any Deadlock Matter occurring during the Second Meeting, then a deadlock shall be deemed to have occurred. The Board shall notify NewCo and MDZ in writing period of such deadlock no later than five days following the occurrence of such deadlock (a “Deadlock Notification”)vacancy. (e) Following a Deadlock Notification, each The provisions of NewCo and MDZ may, in its sole discretion, submit a written offer to the Board and to such other Shareholder, within 30 days of receipt this Section 3.03 will be effective notwithstanding any personal or financial interest of the Arbitrator in any Deadlock Notification, to purchase all, but not less than all, of the Shares held by such other Shareholder immediately after the Closing Date (to the extent such Shareholder continues to hold such Shares). Such written offer shall state the cash price proposed by NewCo Matter that concerns actions or MDZ, as applicable, for the other’s Shares, which cash price shall not be less than the greater of (imatters described in Sections 3.02(d) the daily weighted average price per Share for the Company’s Shares for the 90-day period ending on the day prior to the date of such written offer, and (ii) a price per Share equal to the Per Share Purchase Price (as defined in the Investment Agreement), adjusted to reflect a proportional annual compounded rate of 15% accruing per Share since the Closing Date. In the event both NewCo and MDZ intend to submit such a written offer, they shall coordinate with each other and the Independent Director to submit such written offers simultaneously; provided that such coordination does not prevent NewCo or MDZ from being able to submit any such written offer by the 30-day deadline provided in this Section 2.14(e3.02(f). (f) If both of NewCo and MDZ submit a written offer In connection with all acts and/or omissions taken by the Arbitrator pursuant to purchase this Section 3.03, the Shares Arbitrator will be entitled to all of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, the offer representing the higher price per share will be deemed accepted, benefits and the other offer will be deemed rejected. If only one of NewCo and MDZ submits a written offer to purchase the Shares protections of the indemnification and other within the 30-day period pursuant to Section 2.14(e) of this Agreement, such offer will be deemed accepted. The closing of the sale of Shares pursuant to any accepted offer shall occur no later than 20 Business Days following the end of the 30-day period provisions set forth in Section 2.14(e) Article 8 of this Agreement (which 20-Business Day period the Company's Certificate of Incorporation, as amended, and Article 8 of the Company's Bylaws, as amended, as if the Arbitrator were a stockholder of the Company and as if any determination made by the Arbitrator with respect to a Deadlock Matter constituted an action taken by a Stockholder with respect to Shares voted thereby. The Stockholders shall be extended if not take or bring any action, claim or proceeding against the Arbitrator, nor permit the Company to bring any such sale is subject action or proceeding, or make any claim or demand, directly or indirectly, against the Arbitrator, nor cause or permit the Company to regulatory approval until bring any such claim or demand against the expiration Arbitrator, based upon, as a result of five Business Days after all such approvals have been received, but or in no event later than 60 days following the end of such 20-Business Day period). No later than five Business Days prior to such closingconnection with, the selling Shareholder shall deliver to the other wire transfer instructions for payment acts or omissions of the consideration to be received in connection with such purchase and sale of Shares. At such closingArbitrator, including, without limitation, the selling Shareholder Arbitrator's unconditional right to resign from such position at any time without liability or obligation provided that the foregoing agreement by the Stockholders to not take and to not permit the Company to take or bring any such action, claim or proceeding against the Arbitrator shall deliver to not be effective in the other such Shares, including all certificates representing such Shares, together with duly executed stock powers, free and clear event of any Liens, against delivery to it breach by the Arbitrator of the consideration thereforcovenant in the third sentence of Section 2.03. (g) If The Arbitrator will be entitled to receive notice of and to attend all meetings of Stockholders and to receive all written materials prepared for or distributed to the Stockholders at or prior to such meetings at the same time such materials are distributed to the Stockholders. The Arbitrator will be entitled to participate in all discussions among the Stockholders occurring at any meeting of Stockholders. Notwithstanding the foregoing, the Arbitrator will not be entitled to receive notice of, or attend or participate in, any meeting of any committee of the Stockholders unless the Stockholders appoint or invite the Arbitrator to such committee in accordance with Section 3.01(s)." 10. Article VI of the Shareholders Agreement shall be amended by deleting therefrom Section 6.01(a) and inserting the following Section 6.01(a) in lieu thereof: (a) There shall be no Transfer by any Stockholder of any Shares in any manner or by any means whatsoever, except for the following Transfers which shall be permitted, provided that the Transfer is made in accordance with the applicable requirements of this Article VI: (i) neither NewCo nor MDZ submits any Transfer by a written offer Stockholder of Shares to purchase the an Affiliate thereof; (ii) any Transfer by a Stockholder of Shares of the other within the 30-day period pursuant to a Third Party Offer in compliance with the provisions of Section 2.14(e6.02; (iii) any Transfer of this AgreementShares by Cox or any of its Affiliates to Newchannels or any of its Affiliates (provided that Newchannels or any of its Affiliates is then a Stockholder), or any Transfer of Shares by Newchannels or any of its Affiliates to Cox or any of its Affiliates (provided that Cox or any of its Affiliates is then a Stockholder); provided, that a Transfer resulting in either (x) Cox together with its Affiliates, or (iiy) all regulatory approvals required Newchannels together with its Affiliates holding in connection with a sale excess of fifty percent (50%) of the Shares have Capital Stock shall not been obtained within be permitted under this Section 6.01(a)(iii); and (iv) any Transfer of the 60-day period set forth NH Purchased Share by Xxxxxxxxx to Newchannels or any of its Affiliates, or to any transferee of the rights of Newchannels under the Stock Purchase Agreement, in each case in accordance with the terms and conditions of the Stock Purchase Agreement." 11. Article VI of the Shareholders Agreement is hereby further amended by deleting from Section 2.14(f6.02(a) the first parenthetical clause in the first sentence thereof and inserting the following in lieu thereof: "(other than a Transfer described in subparagraph (i), subparagraph (iii) or subparagraph (iv) of this Agreement, Section 6.01(a))." 12. Article VI of the matter causing Shareholders Agreement is hereby further amended by deleting the deadlock shall be decided by Majority Board Approval.first sentence of Section 6.02(b) and inserting in lieu thereof the following:

Deadlock Resolution. (a) In Each Alliance Functional Committee and each License Functional Committee shall inform Alliance Management of any disagreements existing within such Functional Committee and/or with any other Functional Committee within 10 business days of such disagreement and Alliance Management shall attempt to resolve any such disagreement by consensus. If Alliance Management is unable to resolve any such disagreement by consensus within 15 business days after being informed of such disagreement, Alliance Management shall submit the event a matter requiring Supermajority Board Approval pursuant matter(s) in dispute to Section 2.08 of this Agreement fails to obtain a Supermajority Board Approval but obtains a Majority Board Approvalthe Alliance Strategic Committee or the License Steering Committee, as the Board may, upon the affirmative vote of at least four Directors, elect to reconsider the matter at a second meeting of the Board to be called specifically for such purpose case may be. SS_NYL2/171613 2 (the “Second Meeting”)PA_1/79522 2) * CONFIDENTIAL TREATMENT REQUESTED. The Second Meeting shall occur no less than 30 days following the Board meeting at which such matter was initially considered.CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (b) In If (i) the event a Second Meeting Alliance Strategic Committee is called unable to reconsider a matter agree on any Alliance Strategic Decision, (ii) the License Steering Committee is unable to agree on any License Strategic Decision, (iii) the Alliance Strategic Committee is unable to resolve any disagreement arising within any Alliance Functional Committee or among the Alliance Functional Committees or (iv) the License Steering Committee is unable to resolve any disagreement arising within any License Functional Committee or among the License Functional Committees, as set forth evidenced, in Section 2.14(a) of this Agreementeach case, and by the relevant committee’s failure to agree unanimously following two consecutive attempts at consensus, with the second attempt following the first by not less than 10 business days (in any such matter again fails to obtain a Supermajority Board Approvalcase, then, upon the affirmative vote of at least four Directors, the Board shall call for a period of 45 days for all Directors to reconsider such matter (a an “Reconsideration PeriodUnsatisfactory Final Outcome”); provided that , then such committee may agree unanimously to submit such Unsatisfactory Final Outcome to non-binding arbitration on such terms as it may unanimously agree, or either Sanofi or BMS may terminate its participation in the event commercialization of the Product to which the Unsatisfactory Final Outcome relates in accordance with Article VII hereof: (i) in the country(ies) affected by such matter relates Unsatisfactory Final Outcome pursuant to an Urgent MatterSection 7.02(i) hereof; (ii) throughout Territory A if the Unsatisfactory Final Outcome affects the commercialization of such Product in France and any two of the other Major A Countries pursuant to Section 7.04(i) hereof; provided, a Reconsideration Period shall not applyhowever, that any such termination may also be elected by either Party following the outcome of any such non-binding arbitration. (c) Following Notwithstanding anything to the Reconsideration Periodcontrary contained in this Article III, any Director nominated by NewCo or MDZ may call for a third meeting of the Board for the purpose of reconsidering such matter (the “Third Meeting”). The Third Meeting shall occur no less than 15 days following the end of the Reconsideration Period. (d) In the event either (i) a Third Meeting is called to reconsider such matter, and such matter again fails to obtain a Supermajority Board Approval, or (ii) if such matter relates to an Urgent Matter, such matter fails to obtain a Supermajority Board Approval at the Second Meeting, then a deadlock Unsatisfactory Final Outcome shall be deemed to have occurred. The Board shall notify NewCo and MDZ in writing of such deadlock no later than five days following the occurrence of such deadlock (occurred as a “Deadlock Notification”). (e) Following a Deadlock Notification, each of NewCo and MDZ may, in its sole discretion, submit a written offer to the Board and to such other Shareholder, within 30 days of receipt result of the Deadlock Notificationfailure by the representatives on the Alliance Strategic Committee, the License Steering Committee, any Alliance Functional Committee or any License Functional Committee to purchase all, but not less than all, of the Shares held by such other Shareholder immediately after the Closing Date (to the extent such Shareholder continues to hold such Shares). Such written offer shall state the cash price proposed by NewCo or MDZ, as applicable, for the other’s Shares, which cash price shall not be less than the greater of agree on (i) [*] unless the daily weighted average price per Share for the Company’s Shares for the 90-day period ending on the day prior to the date actions required by [*] are no longer permitted as a result of [*] and such written offer, and change is [*] or (ii) a price per Share equal any other matter [*], unless it would [*], in accordance with the terms of this Agreement and the Alliance Agreements, without [*] with respect to the Per Share Purchase Price (as defined in the Investment Agreement), adjusted to reflect a proportional annual compounded rate of 15% accruing per Share since the Closing Datesuch matter. In the event both NewCo and MDZ intend to submit such a written offer, they shall coordinate with each other and of the Independent Director to submit such written offers simultaneously; provided that such coordination does not prevent NewCo or MDZ from being able to submit any such written offer failure by the 30-day deadline provided in this Section 2.14(e). (f) If both of NewCo and MDZ submit a written offer representatives on such committee to purchase reach agreement on [*], such committee’s [*] shall not be [*] or [*] with respect to such matter, as the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, the offer representing the higher price per share will be deemed acceptedcase may be, and the other offer will be deemed rejected. If only one of NewCo and MDZ submits a written offer to purchase [*] in accordance with the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, framework established by such offer will be deemed accepted. The closing of the sale of Shares pursuant to any accepted offer committee’s [*] until such agreement shall occur no later than 20 Business Days following the end of the 30-day period set forth in Section 2.14(e) of this Agreement (which 20-Business Day period shall be extended if such sale is subject to regulatory approval until the expiration of five Business Days after all such approvals have been receivedreached, but in no event later than 60 days following the end of such 20-Business Day period). No later than five Business Days prior to such closing, the selling Shareholder shall deliver to the other wire transfer instructions for payment of the consideration to be received in connection with such purchase and sale of Sharesextent permitted by applicable law. At such closing, the selling Shareholder shall deliver to the other such Shares, including all certificates representing such Shares, together with duly executed stock powers, free and clear of any Liens, against delivery to it of the consideration therefor. SS_NYL2/171613 2 (gPA_1/79522 2) If (i) neither NewCo nor MDZ submits a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, or (ii) all regulatory approvals required in connection with a sale of the Shares have not been obtained within the 60-day period set forth in Section 2.14(f) of this Agreement, the matter causing the deadlock shall be decided by Majority Board Approval.* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Deadlock Resolution. (a) In Each Alliance Functional Committee and each License Functional Committee shall inform Alliance Management of any disagreements existing within such Functional Committee and/or with any other Functional Committee within 10 business days of such disagreement and Alliance Management shall attempt to resolve any such disagreement by consensus. If Alliance Management is unable to resolve any such disagreement by consensus within 15 business days after being informed of such disagreement, Alliance Management shall submit the event a matter requiring Supermajority Board Approval pursuant matter(s) in dispute to Section 2.08 of this Agreement fails to obtain a Supermajority Board Approval but obtains a Majority Board Approvalthe Alliance Strategic Committee or the License Steering Committee, as the Board may, upon the affirmative vote of at least four Directors, elect to reconsider the matter at a second meeting of the Board to be called specifically for such purpose (the “Second Meeting”). The Second Meeting shall occur no less than 30 days following the Board meeting at which such matter was initially consideredcase may be. (b) In If (i) the event a Second Meeting Alliance Strategic Committee is called unable to reconsider a matter agree on any Alliance Strategic Decision, (ii) the License Steering Committee is unable to agree on any License Strategic Decision, (iii) the Alliance Strategic Committee is unable to resolve any disagreement arising within any Alliance Functional Committee or among the Alliance SS_NYL2/121582 19 (PA_79523 2) * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Functional Committees or (iv) the License Steering Committee is unable to resolve any disagreement arising within any License Functional Committee or among the License Functional Committees, as set forth evidenced, in Section 2.14(a) of this Agreementeach case, and by the relevant committee’s failure to agree unanimously following two consecutive attempts at consensus, with the second attempt following the first by not less than 10 business days (in any such matter again fails to obtain a Supermajority Board Approvalcase, then, upon the affirmative vote of at least four Directors, the Board shall call for a period of 45 days for all Directors to reconsider such matter (a an “Reconsideration PeriodUnsatisfactory Final Outcome”); provided that , then such committee may agree unanimously to submit such Unsatisfactory Final Outcome to non-binding arbitration on such terms as it may unanimously agree, or either Sanofi or BMS may terminate its participation in the event commercialization of the Product to which the Unsatisfactory Final Outcome relates in accordance with Article VII hereof: (i) in the country(ies) affected by such matter relates Unsatisfactory Final Outcome pursuant to Section 7.02(i) hereof; (ii) throughout Territory B, (x) in the case of an Urgent MatterUnsatisfactory Final Outcome concerning Irbesartan, a Reconsideration Period shall not applyif the Unsatisfactory Final Outcome affects the commercialization of Irbesartan Products in two Major B Countries pursuant to Section 7.04(i) hereof and (y) in the case of an Unsatisfactory Final Outcome concerning Clopidogrel, if the Unsatisfactory Final Outcome affects the commercialization of Clopidogrel Products in the United States of America pursuant to Section 7.04(ii) hereof; provided, however, that any such termination may also be elected by either Party following the outcome of any such non-binding arbitration. (c) Following Notwithstanding anything to the Reconsideration Periodcontrary contained in this Article III, any Director nominated by NewCo or MDZ may call for a third meeting of the Board for the purpose of reconsidering such matter (the “Third Meeting”). The Third Meeting shall occur no less than 15 days following the end of the Reconsideration Period. (d) In the event either (i) a Third Meeting is called to reconsider such matter, and such matter again fails to obtain a Supermajority Board Approval, or (ii) if such matter relates to an Urgent Matter, such matter fails to obtain a Supermajority Board Approval at the Second Meeting, then a deadlock Unsatisfactory Final Outcome shall be deemed to have occurred. The Board shall notify NewCo and MDZ in writing of such deadlock no later than five days following the occurrence of such deadlock (occurred as a “Deadlock Notification”). (e) Following a Deadlock Notification, each of NewCo and MDZ may, in its sole discretion, submit a written offer to the Board and to such other Shareholder, within 30 days of receipt result of the Deadlock Notificationfailure by the representatives on the Alliance Strategic Committee, the License Steering Committee, any Alliance Functional Committee or any License Functional Committee to purchase all, but not less than all, of the Shares held by such other Shareholder immediately after the Closing Date (to the extent such Shareholder continues to hold such Shares). Such written offer shall state the cash price proposed by NewCo or MDZ, as applicable, for the other’s Shares, which cash price shall not be less than the greater of agree on (i) [*] unless the daily weighted average price per Share for the Company’s Shares for the 90-day period ending on the day prior to the date actions required by [*] are no longer permitted as a result of [*] and such written offer, and change is [*] or (ii) a price per Share equal any other matter [*], unless it would [*], in accordance with the terms of this Agreement and the Alliance Agreements, without [*] with respect to the Per Share Purchase Price (as defined in the Investment Agreement), adjusted to reflect a proportional annual compounded rate of 15% accruing per Share since the Closing Datesuch matter. In the event both NewCo and MDZ intend of the failure by the representatives on such committee to submit such a written offer, they shall coordinate with each other and the Independent Director to submit such written offers simultaneously; provided that such coordination does not prevent NewCo or MDZ from being able to submit reach agreement on any such written offer by modification or any such matter, such committee’s [*] shall not be [*] or [*] with respect to such matter, as the 30-day deadline provided in this Section 2.14(e). (f) If both of NewCo and MDZ submit a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, the offer representing the higher price per share will be deemed acceptedcase may be, and the other offer will be deemed rejected. If only one of NewCo and MDZ submits a written offer to purchase [*] in accordance with the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, framework established by such offer will be deemed accepted. The closing of the sale of Shares pursuant to any accepted offer committee’s [*] until such agreement shall occur no later than 20 Business Days following the end of the 30-day period set forth in Section 2.14(e) of this Agreement (which 20-Business Day period shall be extended if such sale is subject to regulatory approval until the expiration of five Business Days after all such approvals have been receivedreached, but in no event later than 60 days following the end of such 20-Business Day period). No later than five Business Days prior to such closing, the selling Shareholder shall deliver to the other wire transfer instructions for payment of the consideration to be received in connection with such purchase and sale of Sharesextent permitted by applicable law. At such closing, the selling Shareholder shall deliver to the other such Shares, including all certificates representing such Shares, together with duly executed stock powers, free and clear of any Liens, against delivery to it of the consideration therefor. SS_NYL2/121582 19 (gPA_79523 2) If (i) neither NewCo nor MDZ submits a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, or (ii) all regulatory approvals required in connection with a sale of the Shares have not been obtained within the 60-day period set forth in Section 2.14(f) of this Agreement, the matter causing the deadlock shall be decided by Majority Board Approval.* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Deadlock Resolution. (a) In the event a matter requiring Supermajority Board Approval the Company is required to appoint an Independent Engineer pursuant to Section 2.08 of this Agreement fails to obtain a Supermajority Board Approval but obtains a Majority Board ApprovalManagement Services or an O&M Agreement, and the Board maycannot agree on an Independent Engineer, upon then the affirmative vote of at least four Directors, elect to reconsider the matter at a second meeting of the Board to be called specifically for such purpose OPAL Managers shall select one Independent Engineer (the “Second MeetingOPAL Engineer”). The Second Meeting ) and the SJI Managers shall occur no less than 30 days following select another Independent Engineer (the Board meeting at which “SJI Engineer”) and the OPAL Engineer and SJI Engineer shall together select a third Independent Engineer, who shall act as the Independent Engineer for purposes of such matter was initially consideredManagement Services Agreement and/or O&M Agreement, as applicable. (b) In Without limiting the event a Second Meeting is called availability of the Members to reconsider a matter as set forth seek equitable relief from courts of competent jurisdiction in accordance with Section 2.14(a) 35 of this Agreement, and such if the Managers or Members fail to approve any matter again fails referred to obtain a Supermajority Board Approvalthem for approval pursuant to this Agreement, then, upon the affirmative vote of at least four Directors, the Board shall call for a period of 45 days for all Directors to reconsider such matter (each a “Reconsideration PeriodDeadlock”); provided that in the event such matter relates to an Urgent Matter, a Reconsideration Period shall not apply. (c) Following the Reconsideration Period, any Director nominated by NewCo or MDZ then either Member may call for a third meeting send written notice of the Board for the purpose of reconsidering such matter (the “Third Meeting”). The Third Meeting shall occur no less than 15 days following the end of the Reconsideration Period. (d) In the event either (i) a Third Meeting is called to reconsider such matter, and such matter again fails to obtain a Supermajority Board Approval, or (ii) if such matter relates to an Urgent Matter, such matter fails to obtain a Supermajority Board Approval at the Second Meeting, then a deadlock shall be deemed to have occurred. The Board shall notify NewCo and MDZ in writing of such deadlock no later than five days following the occurrence of such deadlock Deadlock (a “Deadlock NotificationNotice”). (e) Following to the other Member describing the Deadlock. Upon the other Member’s receipt of a Deadlock NotificationNotice, senior representatives of each of NewCo Member shall promptly meet and MDZ may, work in its sole discretion, submit a written offer good faith to the Board and attempt to resolve such other Shareholder, matter. If there is no such resolution within 30 thirty (30) days of the receipt of the Deadlock NotificationNotice, to purchase allthen, but not less than all, one or more members of the Shares held by such other Shareholder immediately after the Closing Date (to the extent such Shareholder continues to hold such Shares). Such written offer shall state the cash price proposed by NewCo or MDZ, as applicable, for the otherOPAL’s Shares, which cash price shall not be less than the greater audit committee on behalf of (i) the daily weighted average price per Share for the Company’s Shares for the 90-day period ending on the day prior to the date of such written offer, and (ii) a price per Share equal to the Per Share Purchase Price (as defined in the Investment Agreement), adjusted to reflect a proportional annual compounded rate of 15% accruing per Share since the Closing Date. In the event both NewCo and MDZ intend to submit such a written offer, they shall coordinate with each other and the Independent Director to submit such written offers simultaneously; provided that such coordination does not prevent NewCo or MDZ from being able to submit any such written offer by the 30-day deadline provided in this Section 2.14(e). (f) If both of NewCo and MDZ submit a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, the offer representing the higher price per share will be deemed acceptedOPAL, and the other offer will be deemed rejected. If only one chief executive officer of NewCo and MDZ submits SJI on behalf of SJI, shall meet personally at a written offer to purchase the Shares of the other mutually agreeable location within the 30-day period pursuant to Section 2.14(efifteen (15) of this Agreement, such offer will be deemed accepted. The closing of the sale of Shares pursuant to any accepted offer shall occur no later than 20 Business Days following after the end of the 30-day period set forth in Section 2.14(ethe immediately preceding sentence in an attempt to resolve the Deadlock. If the representatives of the Members or, one or more members of OPAL’s audit committee on behalf of OPAL, and the chief executive officer of SJI on behalf of SJI, are unable to reach agreement on resolution of the Deadlock within sixty (60) days from the delivery of this Agreement (which 20-Business Day period the initial Deadlock Notice, a written request for mediation may be made by either Member. Any such mediation shall take place in New York, New York or such other location as the Members may mutually agree. The mediation shall be extended if conducted before a single mediator to be agreed upon by the Members, who shall have at least twenty (20) years’ experience in the landfill gas to energy industry. If they cannot agree, each Member shall select a mediator and such sale is subject to regulatory approval until mediators shall together unanimously select a neutral mediator who shall conduct the expiration of five Business Days after all such approvals have been received, but in no event later than 60 days following the end of such 20-Business Day period)mediation. No later than five Business Days prior to such closing, the selling Shareholder shall deliver to the other wire transfer instructions for payment All costs of the consideration to be received in connection with such purchase and sale of Shares. At such closing, the selling Shareholder shall deliver to the other such Shares, including all certificates representing such Shares, together with duly executed stock powers, free and clear of any Liens, against delivery to it of the consideration therefor. (g) If (i) neither NewCo nor MDZ submits a written offer to purchase the Shares of the other within the 30-day period pursuant to Section 2.14(e) of this Agreement, or (ii) all regulatory approvals required in connection with a sale of the Shares have not been obtained within the 60-day period set forth in Section 2.14(f) of this Agreement, the matter causing the deadlock mediators shall be decided paid for by Majority Board Approvalthe Company.