Common use of Deadlock Clause in Contracts

Deadlock. If the Directors become deadlocked and unable to take an action with respect to, or because of a lack of quorum at a duly called meeting fail to vote on or approve, any matter requiring the approval of the Board of Directors in accordance with Sections 5.4, 5.7 or otherwise (each matter, a “Disputed Matter”), then any Director appointed by a Founder Member Group may, within ten (10) days of such deadlock or relevant meeting, notify the other Directors that such Disputed Matter shall be voted on again by the Directors at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days following the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Disputed Matter on which the Directors have been unable to agree during the period preceding the Special Meeting and shall vote on such matter at the Special Meeting. If at the Special Meeting, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter shall be referred to a senior member of management of each Founder Member Group (a “Senior Officer”). Each such Founder Member Group shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions on the Disputed Matter within twenty (20) days of the date of the Special Meeting (or within such shorter period of time as may be necessary to take the action that is the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter in a timely fashion). If the Senior Officers of the Founder Member Groups reach agreement on the Disputed Matter, any such agreement will be set forth in writing and will be binding for all purposes as an action of the Company approved by the Board as if the action approved in such agreement were approved by the Board directly in accordance with this Agreement. The Founder Member Groups shall direct the Directors designated by them to take all such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable to reach agreement on the Disputed Matter within thirty (30) days of the date of the Special Meeting, then the Disputed Matter shall be considered not approved by the Board.

Deadlock. 17.1 The Shareholders shall use all reasonable endeavours, in relation to any matter which requires their unanimous agreement to agree a common position and, subject to agreement being reached on such common position, to exercise their votes (and votes of the nominated Directors) in each Company jointly and in furtherance of the common position. 17.2 If there is a dispute or disagreement between the Directors become deadlocked and unable Shareholders as to take an action with respect toany question which either of them (in its sole judgement) shall consider is of fundamental importance to the future of the Joint Venture Company, or because its Business, then at the option of a lack of quorum either Shareholder (as applicable), the matter in question shall be considered at a duly called the next meeting fail to vote on or approve, any matter requiring the approval of the Board of Directors the Joint Venture Company. 17.3 If at the next meeting of the Board of the Joint Venture Company, no resolution is carried in accordance relation to the matter by reason of an equality of votes for and against any proposal for dealing with Sections 5.4it, 5.7 or otherwise for any other reason, then a Shareholder may give notice in writing (each matter, a “Disputed MatterDeadlock Notice”) to the other referring to the matter in dispute and specifying that the provisions of Clause 17.4 shall apply. 17.4 Following service of a Deadlock Notice, either Shareholder may request the matter be referred to the Chief Executive Officers or such appropriate senior executives as such Shareholder may nominate by written notice to the other (the “Nominated Senior Executives”). The Nominated Senior Executives shall meet within 20 days and seek in good faith to resolve the matter in dispute. If the matter in dispute has not been resolved at the meeting referred to above or following such further period as the Nominated Senior Executives may agree (the “Deadlock Period”), then any Director appointed by a Founder Member Group may, within ten (10) days either of such deadlock or relevant meeting, notify the other Directors that such Disputed Matter shall be voted on again by the Directors at a special meeting Shareholders (the “Special MeetingOfferor”) that may give notice in writing (the “Offer Notice”) within the period of 10 Business Days following expiry of the Deadlock Period to the other (the “Offeree”) offering to sell to the Offeree all of the Shares and Shareholder Loans relating to the Joint Venture Company (the “Deadlock Company”) which are owned by the Offeror for the amount per Share (the “Share Amount”) and/or amount per $1 outstanding on such Shareholder Loans (the “Loan Amount” and together with the Share Amount the “Amounts”) specified in the Offer Notice (the “Offer”). 17.5 Subject to Clause 17.6, the Offeree shall be held no later than ten have a period of 20 Business Days (10the “Acceptance Period”) days commencing with the Business Day following the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Disputed Matter on which the Directors have been unable to agree during the period preceding the Special Meeting and shall vote on such matter at the Special Meeting. If at the Special Meeting, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter shall be referred to a senior member of management of each Founder Member Group (a “Senior Officer”). Each such Founder Member Group shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions on the Disputed Matter within twenty (20) days receipt of the date of Offer Notice in which to accept or decline the Special Meeting (or within such shorter period of time as may be necessary Offer by written notice to take the action that is the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter in a timely fashion)Offeror. If the Senior Officers Offeree accepts the Offer within the Acceptance Period, the Offeror shall sell to the Offeree (or such person as the Offeree shall nominate) and the Offeree, or such person as the Offeree shall nominate, shall purchase from the Offeror all of the Founder Member Groups reach agreement on Shares and Shareholder Loans owned by the Disputed Matter, any Offeror at a price equal to the Amounts. 17.6 If the Offeree declines the Offer or fails to respond to the Offer Notice within the Acceptance Period the Offeree shall sell to the Offeror (or such agreement will be set forth in writing person as the Offeror shall nominate) and will be binding for the Offeror (or such person as the Offeror shall nominate) shall purchase from the Offeree all purposes as an action Shares and Shareholder Loans held by the Offeree at a price equal to the Amounts. 17.7 If each of the Company approved by Shareholders delivers an Offer Notice in the Board as if terms set out in Clause 17.4 and each of such notices is received or deemed to be received upon the action approved in such agreement were approved by the Board directly in accordance with this Agreement. The Founder Member Groups shall direct the Directors designated by them to take all such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable to reach agreement on the Disputed Matter within thirty (30) days of the date of the Special Meetingsame calendar day, then the Disputed Matter party whose Offer Notice specifies the higher Amounts shall be considered not approved deemed to be the Offeror for the purposes of Clause 17.4 and the provisions of Clauses 17.4, 17.5 and 17.6 shall apply save that the Acceptance Period shall be a period of 25 Business Days from the Business Day following receipt (or deemed receipt) of the Offer Notices. 17.8 Subject to Clause 17.6, if an Offer Notice from one party (the “First Party”) is received or deemed to be received by the Boardother party on a calendar day after the calendar day on which an Offer Notice from the other party is received by the First Party, the Offer Notice received on the later calendar day shall be of no effect. 17.9 If either Shareholder (the “Purchaser”) becomes obliged or agrees under the terms of Clauses 17.4 to 17.7 to purchase the Shares and/or Shareholder Loans which are owned by the other (the “Vendor”) the sale of such Shares and/or Shareholder Loans shall be completed on such date (being a Business Day) as the Purchaser may specify to the Vendor provided that the date so specified shall not be less than 14 nor more than 21 Business Days after the expiry of the Acceptance Period and the provisions of Clause 11 shall apply mutatis mutandis thereto. 17.10 If neither Shareholder issues an Offer Notice within the period of 10 Business Days following expiry of the Deadlock Period pursuant to the terms set out in Clause 17.4 either party may elect to place the Joint Venture Company in liquidation. 17.11 Any contemplated change of ownership resulting from this Clause 17 shall always be subject to the provisions of the Time Charters.

Deadlock. (a) If the Directors become deadlocked and unable to take an action with respect to, or because of a lack of quorum at a duly called meeting fail to vote on or approve, any matter requiring the approval two successive meetings of the Board of Directors in accordance with Sections 5.4, 5.7 or otherwise (each matter, a “Disputed Matter”), then any Director appointed by a Founder Member Group may, within ten (10) days of such deadlock or relevant meeting, notify the other Directors that such Disputed Matter shall be voted on again by the Directors at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days following the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Disputed Matter on which the Directors have been unable to agree during the period preceding the Special Meeting and shall vote on such matter at the Special Meeting. If at the Special Meeting, the Directors are unable to come to agreement on reach a decision by the Disputed required vote regarding any Board Reserved Matter, or if at two successive shareholders’ meetings the Disputed Matter shall be referred to a senior member of management of each Founder Member Group (a “Senior Officer”). Each such Founder Member Group shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions on the Disputed Matter within twenty (20) days of the date of the Special Meeting (or within such shorter period of time as may be necessary to take the action that is the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter in a timely fashion). If the Senior Officers of the Founder Member Groups reach agreement on the Disputed Matter, any such agreement will be set forth in writing and will be binding for all purposes as an action of the Company approved by the Board as if the action approved in such agreement were approved by the Board directly in accordance with this Agreement. The Founder Member Groups shall direct the Directors designated by them to take all such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutions. If the Senior Officers Shareholders are unable to reach agreement a decision by the required vote regarding any Shareholder Reserved Matter (a “Deadlock”), the Board or the Shareholders, as the case may be, shall refer the matter subject to the Deadlock to senior executives of the Shareholders, who shall attempt, through good-faith discussions, to resolve such matter within 30 days after referral to them of the Deadlocked issue (or, if mutually agreed by the Shareholders, a longer period of time). Any resolution agreed to by the Shareholders will be final and binding on the Disputed Matter within thirty Company and the Shareholders. (30b) days If the issue subject to the Deadlock has not been resolved in accordance with Section 3.01(a) and if a Shareholder believes in good faith acting reasonably that the Company cannot be effectively operated or managed as a result of the date Deadlock and if that Shareholder provides the other Shareholders a written explanation of the Special Meetingbasis for this belief within 30 days after the expiration of the period described in Section 3.01(a) (the “Initiating Shareholder”), then within 30 days after the Disputed Matter expiration of the period described in Section 3.01(a): (i) if the Initiating Shareholder is VIA, it will have the right (a “Deadlock Call Right”) by written notice to Toppan to purchase all of the Shares owned by Toppan and its Permitted Transferees, and (ii) if the Initiating Shareholder is Toppan, it will have the right (a “Deadlock Put Right”) by written notice to VIA to cause VIA to purchase all of the Shares owned by Toppan and its Permitted Transferees. (c) The purchase price payable by VIA upon the exercise of a Deadlock Call Right will be equal to 103% of the Going Concern FMV of the Shares held by Toppan and its Permitted Transferees and the purchase price payable by VIA upon the exercise of a Deadlock Put Right will be equal to 97% of the Going Concern FMV of the Shares held by Toppan and its Permitted Transferees. (d) During the continuation of any Deadlock and before the closing of any sale and purchase pursuant to this Section 3.01, the Shareholders shall be considered not approved by cause the BoardCompany to continue to operate in a manner consistent with its prior practices and this Agreement until the Deadlock is resolved.

Deadlock. If a. In the Directors become event the Members are deadlocked and are unable to take an action agree unanimously on any Major Decision, and the Members are unable through good faith and the exercise of their reasonable efforts to break such deadlock for a period of fifteen (15) days following notice from one Member to the other Member that a deadlock exists with respect toregard to a Major Decision, or because of a lack of quorum at a duly called meeting fail to vote on or approve, any matter requiring the approval deadlock may be broken by the invocation of the Board provisions of Directors this Section 12.07; provided, however, this Section 12.07 may be invoked if and only if such deadlock occurs after the date which is thirty (30) months from the date of this Agreement. Prior to invoking the provisions of this Article, the Members shall in accordance with Sections 5.4, 5.7 or otherwise good faith meet within fifteen (each matter, a “Disputed Matter”), then any Director appointed by a Founder Member Group may, within ten (1015) days of such deadlock, and use their reasonable efforts to resolve any disagreements regarding any Major Decision. As used in this Section 12.07, “deadlock” shall mean the inability of the Members to unanimously agree, whether or not BR Member has the voting power to control a vote, with respect to a Major Decision. b. If the deadlock or relevant meetinghas not been resolved within the 15 day period, notify the other Directors that such Disputed Matter shall be voted on again by the Directors at a special meeting then any Member (the “Special MeetingOfferor”) that shall have the right to deliver to the other Member(s) a notice (herein referred to as the "Notice") which shall contain (i) an offer to (a) purchase the Membership Interests of the other Member(s) (herein referred as the "Offeree") or (b) to sell all of the Offeror’s Membership Interest; and (ii) the price for the Membership Interests on a per interest basis, which shall be held no later than ten same in the event of a sale or purchase (10) days following the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Disputed Matter on which the Directors have been unable to agree during the period preceding the Special Meeting and shall vote on such matter at the Special Meeting. If at the Special Meeting, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter shall be referred to a senior member of management of each Founder Member Group (a “Senior OfficerOffer”). Each such Founder Member Group The Offer shall use commercially reasonable efforts be irrevocable for a period (herein referred to cause its Senior Officer to meet and engage in discussions on as the Disputed Matter within twenty "Option Period") of sixty (2060) days after Offeree’s receipt of the date Notice. The Offeree shall have the exclusive right and option (herein referred to as the "Option") during the Option Period to either accept the Offeror's Offer to purchase the Offeree’s Membership Interests, or agree to purchase Membership Interests of the Special Meeting (or within such shorter period of time as may be necessary to take Offeror at the action that is same price provided for in the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter in a timely fashion)Offer. If the Senior Officers Offeree fails to exercise the Option to purchase during the Option Period, the Offeree shall have no further rights to purchase under the Option. In such event, if the Offer is to purchase the Membership Interest of the Founder Member Groups reach agreement other Member(s), then the Offeror shall have the right and obligation, on the Disputed Matter, any such agreement will be set forth in writing and will be binding for all purposes as an action of the Company approved by the Board as if the action approved in such agreement were approved by the Board directly in accordance with this Agreement. The Founder Member Groups shall direct the Directors designated by them to take all such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable to reach agreement on the Disputed Matter within before thirty (30) days after the expiration of the date Option Period, to purchase those Membership Interests for the price and under the terms specified in the Notice; provided, however, in connection with such transfer of a Member’s Membership Interests pursuant to this Section 12.07, any such transfer must comply with applicable Lender requirements under the Loan Documents , with respect to which the Offeror shall make commercially reasonable efforts to obtain all required Lender approvals, and , in the case of BR Member being the Offeror, shall as a condition of the Special Meetingpurchase cause Stonehenge Member and its Affiliates (which, for purposes of this Section 12.07(b) shall include Cumberland Ventures, L.P. and Txxx Xxxxxxxxx) who have executed any Loan Guaranty in favor of Lender in connection with the transactions contemplated herein, cause them to be removed or released from such guaranty, and, furthermore, shall cause the Letter of Credit to be (1) replaced or (2) released in full such that Lender no longer requires the Letter of Credit to remain outstanding under the Loan; provided, however, if the BR Member cannot satisfy those conditions it shall not be required to buy, and Stonehenge shall not be required to sell, such Membership Interest of Stonehenge Member, and any such deadlock shall instead be resolved by the Members proceeding to market and sell the Project for commercially reasonable terms. Furthermore, notwithstanding the above, if the Offer is to sell the Offeror’s Membership Interest (i.e., put the Offeror’s Membership Interests to the Offeree) and the Offeree declines the Option (i.e., refuses to buy the Offeror’s Membership Interest), then, to resolve a deadlock in that circumstance, the Members shall proceed to market and sell the Project for commercially reasonable terms. c. The closing of the purchase and sale contemplated hereunder shall be held at the time and place designated by the purchasing Member(s) by notice to the selling Member(s) which date shall be on or before ninety (90) days after the Notice is received. The purchase price shall be paid in cash. Each party shall bear their own attorneys fees incurred in connection with closing; costs of closing shall be shared equally between the Members. A selling Member shall transfer its Membership Interest(s) in the Company and in the assets thereof by appropriate transfer, assignment, bxxx of sale or deed, free and clear of all liens and encumbrances. In the event a Member defaults in its obligation to perform at closing, then if the defaulting Member is the party required to sell its Membership Interest(s), then the Disputed Matter non-defaulting Member(s) shall be considered entitled to pursue all remedies at law or in equity against the defaulting Member, and if the defaulting Member is the party required to purchase the Membership Interest(s) of the non-defaulting Member, then the non-defaulting Member shall be entitled, as its sole and exclusive remedy, to seek liquidated damages in the amount of ten percent (10%) of the purchase price of the Membership Interest(s) as set forth in the Notice, not approved by to exceed $300,000.00, the Boardparties acknowledging that damages in such event are difficult to predict and that the aforesaid amount constitutes a reasonable estimation of the same. d. Each Member shall be entitled to: (i) obtain information regarding the Property and the Company; and (ii) access the Property, and the Manager, the Developer, the property manager and personnel of the Company, in connection with this Section 12.07 in order to make an informed decision, including, without limitation the rights to obtain appraisal reports, financial statements and conduct an audit. e. From and after the invocation of the rights and obligations set forth in this Section 12.07, the Company shall not permit Owner to sell the Property unless and until the parties have allowed all time periods set forth in this Section 12.07 to fully lapse.

Deadlock. (a) If the Directors become deadlocked and unable to take at any time there is an action with respect to, or because of a lack of quorum at a duly called meeting fail to vote on or approve, any matter requiring the approval inability of the Board Members to agree, despite good faith efforts to reach agreement, on a course of Directors action in accordance with Sections 5.4, 5.7 respect of any material matter and such inability persists for at least 30 days after such inability first arises and if any Member reasonably believes that such inability to agree has had or otherwise is reasonably expected to result in a Material Adverse Effect (each matter, a “Disputed Matter”"Deadlock Event"), then any Director appointed by a Founder either Member Group may, within ten (10) days of such deadlock or relevant meeting, notify the other Directors may request that such Disputed Matter Deadlock Event be immediately submitted for resolution to the Chairman of ECD and the President of CTTV (or such other senior executive of CTTV or its Affiliates as CTTV may designate). Such request shall be voted on again by the Directors at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days following the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Disputed Matter on which the Directors have been unable to agree during the period preceding the Special Meeting and shall vote on such matter at the Special Meeting. If at the Special Meeting, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter shall be referred to a senior member of management of each Founder Member Group (a “Senior Officer”). Each such Founder Member Group shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions on the Disputed Matter within twenty (20) days of the date of the Special Meeting (or within such shorter period of time as may be necessary to take the action that is the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter in a timely fashion). If the Senior Officers of the Founder Member Groups reach agreement on the Disputed Matter, any such agreement will be set forth in writing and will shall be binding for all purposes as an action accompanied by the requesting Member's statement of the Company approved by the Board as if the action approved in such agreement were approved by the Board directly in accordance matter and its position with this Agreementrespect thereto. The Founder other Member Groups shall direct have the Directors designated by them right to take all submit to such actions as may reasonably be necessary to reflect officers its own statement of the matter and its position with respect thereto. (b) If such agreement, including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable to reach agreement on the Disputed Matter matter is not resolved within thirty (30) days of the date submission of such matter to such officers, then: AMENDED AND RESTATED OPERATING AGREEMENT COBASYS LLC (i) no action will be taken with respect to such matter and the status quo shall be maintained in respect thereof, and (ii) either Member (the "Electing Member") who is not a Defaulting Member may declare a deadlock (a "Deadlock") by delivering a written notice (a "Deadlock Notice") to the other Member at any time for a period of sixty (60) days beginning at the end of such 30-day period stating that a Deadlock has occurred and specifying the valuation of the Special Meeting, then Company (as to which the Disputed Matter aggregate Preferred Interest Amount(s) shall be considered not approved treated as a liability of the Company) (the "Designated Valuation") based on which the Electing Member (or any Affiliate of the Electing Member designated by it) agrees that it will either purchase for cash all of the Boardother Member's (the "Accepting Member") Interest or sell for cash all of the Electing Member's Interest to the Accepting Member (or any Affiliate of the Accepting Member designated by it); provided that if the Members are unable to agree whether such persistent inability to agree has had or will have a Material Adverse Effect, such question shall be determined in the affirmative pursuant to Section 11.11 before any purchase of a Member's Interest may occur pursuant to this Section 2.

Deadlock. If a deadlock arises because the Directors become deadlocked and unable Board fails to take an action with respect to, agree on any of the Reserved Matters or because of a lack of quorum at a duly called meeting fail to vote on or approve, any other management matter requiring the approval of the Board of Directors in accordance with Sections 5.4, 5.7 or otherwise (each matter, a “Disputed Matter”), then any Director appointed by a Founder Member Group may, within ten (10) days of such deadlock or relevant meeting, notify the other Directors that such Disputed Matter shall be voted on again by the Directors at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days following the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Disputed Matter on which the Directors have been unable to agree during the period preceding the Special Meeting and shall vote on such matter at the Special Meeting. If at the Special Meetingits decision, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter matter shall be referred for resolution to a senior member Director who is not also employed as an executive of management a party or any Affiliate of such party (an Outside Director) of each Founder Member Group of Financial Times and MarketWatch with a view to it being resolved as early as possible in the best interests of the JVC. Each party shall endeavour, and shall instruct their Outside Directors to endeavour, to resolve any disagreement in the best interests of the JVC. Shareholder deadlock 10.4 If a dispute relating to the JVC's affairs cannot be resolved within thirty days after referring the dispute to the parties' respective Outside Directors pursuant to clause 10.3 (a “Senior Officer”shareholder deadlock). Each such Founder Member Group shall use commercially reasonable efforts , and the Shareholder Deadlock is with respect to cause its Senior Officer to meet and engage in discussions on the Disputed Matter within twenty (20) days of the date of the Special Meeting (or within such shorter period of time as may be necessary to take the action that is the subject of the Disputed a Reserved Matter or otherwise permit resolution of materially adversely affects the Disputed Matter JVC's ability to carry on the Business, then either party may give written notice (a Warning Notice) that it intends to implement the deadlock procedure provided in a timely fashion)this clause 10. If the Senior Officers of the Founder Member Groups reach agreement on the Disputed Matter, any such agreement will dispute cannot be set forth in writing and will be binding for all purposes as an action of the Company approved by the Board as if the action approved in such agreement were approved by the Board directly in accordance with this Agreement. The Founder Member Groups shall direct the Directors designated by them to take all such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable to reach agreement on the Disputed Matter resolved within thirty (30) days of the date Warning Notice, either party may within a further thirty days notify the other in writing (a Deadlock Notice) of the Special Meetingsuch fact. A Deadlock Notice is irrevocable. Deadlock Notice 10.5 Within a period of thirty days after receiving a Deadlock Notice, then the Disputed Matter both parties shall be considered not approved by required to concur in taking all steps required promptly to place the Board.JVC into liquidation. Default (including Insolvency) Event of Default 11.1 It is an Event of Default in relation to either party (a Defaulting Party):

Deadlock. (a) If a meeting of the Shareholders or the Directors is convened properly by notice and either a Shareholder frustrates the holding of the Shareholders’ meeting by its failure to be present or no Director of the relevant class of Directors attends a meeting of the Board, then those present at such meeting shall fix another date for the meeting in question and shall give at least 14 days notice of such reconvened meeting to the Shareholders as well as to the Directors and of all matters for consideration at such meeting. (b) Subject to clause 17, the failure by the person or persons who failed to attend the original meeting to attend the re-convened meeting without reasonable cause shall entitle the Shareholder or the Directors present at the reconvened meeting to pass such resolutions regarding the matters for consideration at such meeting and to commit the Company accordingly. 14.2 If the Directors become deadlocked and unable to take an action with respect to, or because of a lack of quorum at a duly called meeting fail to vote on or approve, any matter requiring the approval of the Board of Directors in accordance with Sections 5.4, 5.7 or otherwise (each matter, a “Disputed Matter”), then any Director appointed by a Founder Member Group may, within ten (10) days of such deadlock or relevant meeting, notify the other Directors that such Disputed Matter shall be voted on again by the Directors at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days following the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Disputed Matter on which the Directors have been unable to agree during the period preceding the Special Meeting and shall vote on such matter at the Special Meeting. If at the Special Meeting, the Directors Shareholders are unable to come resolve any deadlock as to agreement on the Disputed Matteroperation of the Company such that either Shareholder elects by notice in writing given to the other Shareholder to invoke the procedure set out in this Clause 14.2, the Disputed Matter shall be referred to a senior member of management of each Founder Member Group (a “Senior Officer”). Each such Founder Member Group shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions on the Disputed Matter within twenty (20) 30 days of the date receipt by the other Shareholder of such notice, each Shareholder shall deliver a sealed tender addressed to the other Shareholder for all the Shares in the Company owned by the other Shareholder and shall deposit such tender with the auditors for the time being of the Special Meeting (or within such shorter period of time as may be necessary to take Company. Upon the action that is the subject expiration of the Disputed Matter or otherwise permit resolution said 30 days, the auditors shall in the presence of representatives of each of the Disputed Matter in a timely fashion)Shareholders open such tenders. If The auditors shall forthwith declare the Senior Officers highest tender and the successful tenderer shall within 14 days of the Founder Member Groups reach agreement auditors’ said declaration pay the other Shareholder the amount tendered for the other Shareholder’s shares together with any other amounts due as hereinafter provided and the other Shareholder shall forthwith upon receipt of such moneys transfer to the successful tenderer all the Shares in the Company and Shareholder Loans belonging to the other Shareholder. All such tenders shall be based on the Disputed Matter, any such agreement will be set forth in writing and will be binding for all purposes as an action net asset value of the Company approved by and shall take into account of the Board Loan, the Shareholder Loans and the value of the Vessel. Such tender shall include particulars of the basis upon which such tender has been made so as if to enable the action approved in such agreement were approved by auditors to determine which is the Board directly in accordance with this Agreementhigher of the tenders. The Founder Member Groups failure of a Shareholder to make a tender shall direct be deemed to be a material breach of this Agreement to which Clause 15 shall apply. 14.3 In the Directors designated by them event that procedures referred to take in this clause are invoked, the Shareholders shall cooperate to ensure that all such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable to reach agreement on the Disputed Matter within thirty (30) days obligations of the date unsuccessful Shareholder are discharged in respect of the Special Meeting, then Company and the Disputed Matter shall be considered not approved by the BoardVessel.

Deadlock. If 16.1 For the Directors become deadlocked purposes of resolution of Deadlock deemed to have been occurred pursuant to Clauses 13.3 and unable to take an action with respect to15.4 of this Agreement, or because of a lack of quorum at a duly called meeting fail to vote on or approve, any matter requiring the approval of the Board of Directors in accordance with Sections 5.4, 5.7 or otherwise (each matter, a “Disputed Matter”), then any Director appointed by a Founder Member Group Investor may, within ten seven (107) business days of the occurrence of the event giving rise to the „Deadlock‟, issue a notice (“Deadlock Notification”) addressed to the other Party stating that the Deadlock has occurred and identifying the subject matter of the Deadlock. If no such Deadlock Notification is issued by a Party, then status quo shall be maintained on the subject. 16.2 In case the Parties are not able to resolve the Deadlock within a period of 30 (thirty) days of such deadlock or relevant meeting, notify the other Directors that such Disputed Matter shall be voted on again by the Directors at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days following from the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Disputed Matter on which the Directors have been unable to agree during the period preceding the Special Meeting and shall vote on such matter at the Special Meeting. If at the Special MeetingDeadlock Notification, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter matter shall be referred to a senior member nominee identified by and a nominee identified by the Investor on behalf of management the Investor with a view to resolve the Deadlock matter within a period of each Founder Member Group thirty days from the expiry of the first thirty days referred to in this Clause (a “Senior OfficerFirst Deadlock Resolution Period”). Each such Founder Member Group If a “Deadlock” is not resolved within the First Deadlock Resolution Period also, the matter shall use commercially reasonable efforts be referred to cause its Senior Officer to meet the second nominee identified by and engage in discussions the second nominee identified by Investor on the Disputed Matter within twenty (20) days behalf of the date Investor with a view to resolve the Deadlock matter to resolve the Deadlock within a period of fifteen (15) business days from being referred to it (“Second Deadlock Resolution Period”). In the event that the matter is still not resolved at the end of the Special Meeting (or within such shorter period of time as may be necessary to take the action that is the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter in a timely fashion). If the Senior Officers of the Founder Member Groups reach agreement on the Disputed Matter, any such agreement will be set forth in writing and will be binding for all purposes as an action of the Company approved by the Board as if the action approved in such agreement were approved by the Board directly in accordance with this Agreement. The Founder Member Groups shall direct the Directors designated by them to take all such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable to reach agreement on the Disputed Matter within thirty (30) days of the date of the Special MeetingSecond Deadlock Resolution Period provided under Clause 16.2, then the Disputed Matter Parties agree that Investor, being the minority shareholder shall have the right to require to buy Investor Shares in the Company if so desired by the Investor. The Investor shall have the right to offer all and not less than all of its Shares to at a price which shall be considered not approved the Fair Value or a mutually agreed price, and shall be obliged to purchase such Shares within 3 (three) months from the notification of such offer, either by the Board.themselves or through any designated person /entity. The fair market value shall be as determined by two independent valuers (appointed each by

Deadlock. If 16.1 For the Directors become deadlocked purposes of resolution of Deadlock deemed to have been occurred pursuant to Clauses 13.3 and unable to take an action with respect to15.4 of this Agreement, or because of a lack of quorum at a duly called meeting fail to vote on or approve, any matter requiring the approval of the Board of Directors in accordance with Sections 5.4, 5.7 or otherwise (each matter, a “Disputed Matter”), then any Director appointed by a Founder Member Group Investor may, within ten seven (107) business days of the occurrence of the event giving rise to the „Deadlock‟, issue a notice (“Deadlock Notification”) addressed to the other Party stating that the Deadlock has occurred and identifying the subject matter of the Deadlock. If no such Deadlock Notification is issued by a Party, then status quo shall be maintained on the subject. 16.2 In case the Parties are not able to resolve the Deadlock within a period of 30 (thirty) days of such deadlock or relevant meeting, notify the other Directors that such Disputed Matter shall be voted on again by the Directors at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days following from the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Disputed Matter on which the Directors have been unable to agree during the period preceding the Special Meeting and shall vote on such matter at the Special Meeting. If at the Special MeetingDeadlock Notification, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter matter shall be referred to a senior member nominee identified by and a nominee identified by the Investor on behalf of management the Investor with a view to resolve the Deadlock matter within a period of each Founder Member Group thirty days from the expiry of the first thirty days referred to in this Clause (a “Senior OfficerFirst Deadlock Resolution Period”). Each such Founder Member Group If a “Deadlock” is not resolved within the First Deadlock Resolution Period also, the matter shall use commercially reasonable efforts be referred to cause its Senior Officer to meet the second nominee identified by and engage in discussions the second nominee identified by Xxxxxxxx on the Disputed Matter within twenty (20) days behalf of the date Investor with a view to resolve the Deadlock matter to resolve the Deadlock within a period of fifteen (15) business days from being referred to it (“Second Deadlock Resolution Period”). In the event that the matter is still not resolved at the end of the Special Meeting (or within such shorter period of time as may be necessary to take the action that is the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter in a timely fashion). If the Senior Officers of the Founder Member Groups reach agreement on the Disputed Matter, any such agreement will be set forth in writing and will be binding for all purposes as an action of the Company approved by the Board as if the action approved in such agreement were approved by the Board directly in accordance with this Agreement. The Founder Member Groups shall direct the Directors designated by them to take all such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable to reach agreement on the Disputed Matter within thirty (30) days of the date of the Special MeetingSecond Deadlock Resolution Period provided under Clause 16.2, then the Disputed Matter Parties agree that Investor, being the minority shareholder shall have the right to require to buy Investor Shares in the Company if so desired by the Investor. The Investor shall have the right to offer all and not less than all of its Shares to at a price which shall be considered not approved the Fair Value or a mutually agreed price, and shall be obliged to purchase such Shares within 3 (three) months from the notification of such offer, either by themselves or through any designated person /entity. The fair market value shall be as determined by two independent valuers (appointed each by and Investor) using the same valuation methodology. In the event of variation in the value determined by the Boardtwo independent valuers by more than 5%, the Fair Market Value shall be as determined by a third independent valuer appointed from any of the reputed accounting firms whose decision shall be final.

Deadlock. If 7.1 If: 7.1.1 the Directors become deadlocked and Board or any Board committee is unable to take pass a resolution on an action Affirmative Vote Matter that has been put to it in a duly convened meeting (including Adjourned Board Meeting, if any), because the Director nominated by the Shareholder whose Consent is needed for such Affirmative Vote Matter has not voted in favor of it or has communicated its disapproval with respect toto such Affirmative Vote Matter or has not been present at such meeting; or 7.1.2 the Shareholders are unable to pass a resolution on an Affirmative Vote Matter, or because of a lack of quorum at which has been put to them in a duly called convened meeting fail (including Adjourned General Meeting, if any) because the Shareholder whose Consent is needed for such Affirmative Vote Matter has not voted in favor of it or has communicated its disapproval with respect to vote on such Affirmative Vote Matter or approvehas not been present at such meeting, any matter requiring (the approval of the Board of Directors situations in accordance with Sections 5.4Clauses 7.1.1and 7.1.2, 5.7 or otherwise (each mattereach, a “Disputed Deadlock Matter”), then any Director appointed either of the Investor or the Shareholder whose consent was needed for such Affirmative Vote Matter may refer the unresolved matter to such Party’s chairman/chief executive officer or such other senior representative nominated by such Party (such nominated individuals, the “Deadlock Appointees”) by sending written notice to the Deadlock Appointees along with a Founder Member Group maycopy to all Parties. 7.2 The resolution agreed by the Deadlock Appointees in the manner provided in this Clause 6.5 shall be final and binding on the Investor and the relevant Shareholder, within ten (10) days of such deadlock or relevant meeting, notify and the other Directors that such Disputed Deadlock Matter shall be voted on again by resolved accordingly. Until the Directors at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days following the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Disputed Deadlock Matter on which the Directors have been unable to agree during the period preceding the Special Meeting and shall vote on such matter at the Special Meeting. If at the Special Meetingis so resolved, the Directors are unable Company shall continue to come to agreement on the Disputed Matter, the Disputed Matter shall be referred to a senior member of management of each Founder Member Group (a “Senior Officer”). Each such Founder Member Group shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions on the Disputed Matter within twenty (20) days of the date of the Special Meeting (or within such shorter period of time as may be necessary to take the action that is the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter in a timely fashion). If the Senior Officers of the Founder Member Groups reach agreement on the Disputed Matter, any such agreement will be set forth in writing and will be binding for all purposes as an action of the Company approved by the Board as if the action approved in such agreement were approved by the Board directly operate in accordance with the terms of this Agreement. The Founder Member Groups shall direct the Directors designated by them to take all such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutions. Agreement and its Articles of Association. 7.3 If the Senior Officers Deadlock Appointees are unable not able to reach agreement on resolve the Disputed Deadlock Matter within thirty (30) days Business Days of the date referral noted in the final paragraph of the Special MeetingClause 7.1, then the Disputed Affirmative Vote of the Shareholder shall be deemed to have prevailed and the Deadlock Matter shall be considered not approved by the Boarddeemed to have been resolved as such.

Deadlock. If 8.1 In the event that:- (a) a material matter relating to the affairs of the Company or the Holding Company has been considered at a meeting of the directors of the Company or the Directors become deadlocked and unable to take an action with respect to, or because of a lack of quorum at a duly called meeting fail to vote on or approve, any matter requiring the approval of the Board Holding Company (as the case may be) and/or the parties; (b) no agreement has been reached by the directors of the Company or the Directors of the Holding Company (as the case may be) or the parties for dealing with the said matter in accordance with Sections 5.4, 5.7 or otherwise the provisions of this Agreement; and (each matter, a “Disputed Matter”), then any Director appointed by a Founder Member Group may, c) such matter is not resolved within ten (10) 30 days of such deadlock or relevant meeting, notify the other Directors that such Disputed Matter shall be voted on again by the Directors at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days following from the date of such notificationdisagreement (with such 30 day period measured from the time that one party gives the other written notice of the deadlock) the parties hereto agree that they shall attempt to settle by negotiations between them in good faith all disputes or differences which arise between them out of or in connection with this Agreement (provided both parties consider that such negotiations would be assisted thereby) by referring the matter to the President of the Institute of Certified Public Accountants or such other conciliator appointed by such person (“Conciliator”) to assist the parties in such negotiations. The Directors Both parties agree to co-operate fully with the Conciliator and provide such assistance as is necessary to enable the Conciliator to discharge his or her duties, and to bear equally between them the fees and expenses of the Conciliator. 8.2 If any such meeting fails to result in a settlement, each party shall use their commercially reasonable efforts make an offer to discuss purchase all the Disputed Matter on which Shares of the Directors have been unable other Shareholder by delivering to agree during the period preceding Holding Company Secretary a notice of intention to purchase the Special Meeting and shall vote on such matter at Shares of the Special Meeting. If at the Special Meeting, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter shall be referred to a senior member other Shareholder (“Notice of management of each Founder Member Group (a “Senior OfficerIntention”). Each such Founder Member Group Such Notice of Intention shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions on state the Disputed Matter within twenty (20) days price of the date Shares at which the Shareholder intends to purchase. 8.3 Upon delivering the Notice of Intention, the Shares shall be purchased within 30 days by the Shareholder who offers the higher price, whereupon the selling Shareholder shall, provided the purchase price therefor is paid, be obliged to deliver to the purchasing Shareholder properly signed and stamped and authenticated share transfers together with the relevant scrip and the written resignation of its appointee(s) as a director(s) effective forthwith or to take effect immediately subsequent to a Board meeting, at which meeting the transfer of the Special Meeting (or within such shorter period of time as may be necessary to take the action that is the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter in a timely fashion). If the Senior Officers of the Founder Member Groups reach agreement on the Disputed Matter, any such agreement will be set forth in writing and will be binding for all purposes as an action of the Company approved by the Board as if the action approved in such agreement were approved by the Board directly in accordance with this Agreement. The Founder Member Groups shall direct the Directors designated by them to take all such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable to reach agreement on the Disputed Matter within thirty (30) days of the date of the Special Meeting, then the Disputed Matter said Shares shall be considered not approved by the Board.

Deadlock. If 1.6.1. In the Directors become deadlocked and unable to take an action with respect to, or because of a lack of quorum at a duly called meeting fail to vote on or approve, any matter requiring the approval of event that the Board fails to approve a proposed Material Approval Resolution due to the deciding vote of either the Trimaran Directors or the BSMB Directors (in accordance with Sections 5.4such case, 5.7 or otherwise (each matter, a “Disputed Matter”the "Vetoing Directors"), then any Director appointed by a Founder Member Group may, within ten (10) days of such deadlock or relevant meeting, notify the other Directors that such Disputed Matter shall be voted on again directors designated by the Directors at a special meeting Sponsor Investor whose directors voted to approve the Material Approval Resolution (the “Special Meeting”"Non-Vetoing Directors") shall have the right to determine that discussions concerning such Material Approval Resolution shall be held no later than ten (10) days following the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Disputed Matter on which the Directors have been unable to agree during the period preceding the Special Meeting and shall vote on such matter at the Special Meeting. If at the Special Meeting, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter shall be referred to a senior member of management of each Founder Member Group (a “Senior Officer”). Each such Founder Member Group shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions on the Disputed Matter within twenty (20) days of the date of the Special Meeting (or within such shorter period of time continue as may be necessary to take the action that is the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter in a timely fashion). If the Senior Officers of the Founder Member Groups reach agreement on the Disputed Matter, any such agreement will be set forth in writing this Section 1.6. The Sponsor Investors agree that if the Non-Vetoing Directors so determine, the Sponsor Investors will use their good faith efforts to resolve and will be binding for cause their designated directors to resolve the disagreement within 90 days after such Material Approval Resolution is rejected. If such disagreement is not resolved within such 90 day period, then beginning on the first day after such 90 day period, the Non-Vetoing Directors shall have the right to deliver a notice (a "Deadlock Notice") to the Vetoing Directors and the Sponsor Investor who has designated the Vetoing Directors. 1.6.2. If, (i) at any time after the third anniversary of the closing of the Merger, the Non-Vetoing Directors shall have delivered to the Vetoing Directors and their Sponsor Investor a third or subsequent Deadlock Notice, or (ii) prior to the third anniversary of the closing of the Merger, a default or event of default shall have occurred and is continuing or is reasonably expected to occur with respect to an item of material indebtedness and the Vetoing Directors shall have voted against a Material Approval Resolution of any Non-Vetoing Director concerning the remedy of such default or event of default; the Sponsor Investor who designated such Non-Vetoing Directors ("Offeror") may deliver a notice to the other Sponsor Investor ("Offeree") setting forth a price per share at which Offeror proposes to purchase all purposes as an action of the Shares of the Company approved owned by Offeree and alternatively, offers to sell all of its Shares to Offeree at the Board as if same price per share. Within 30 days after Offeree's receipt of such notice, Offeree shall respond to Offeror, which response either (x) accepts the action approved offer contained in such agreement were approved Offeror's notice or (y) agrees to purchase all of the Shares owned by Offeror on the Board directly same terms and at the same price per Share specified in accordance with this Agreement. The Founder Member Groups shall direct the Directors designated by them to take all such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutionsOfferor's notice. If Offeree fails to respond to Offeror's notice during such 30 day period, Offeree shall be deemed to have accepted the Senior Officers are unable offer to reach agreement on purchase contained in Offeror's notice. 1.6.3. Notwithstanding the Disputed Matter within thirty (30) days foregoing, the rejection of a Material Approval Resolution regarding the sale of the date Company or all or substantially all of its assets may not be the cause for sending the notice contemplated by Section 1.6.1 until the fifth anniversary of the Special Meetingclosing of the Merger unless the Sponsor Investor who designated the Vetoing Directors shall at the time of the rejection of such Material Approval Resolution hold less than 10% of the outstanding Shares of Common Stock. 1.6.4. No holder of Shares, then other than the Disputed Matter Trimaran Investors and the BSMB Investors, shall be considered not approved by the Boardhave any rights pursuant to Section 2 or 3 with respect to a sale of shares pursuant to Section 1.6.2.

Deadlock. In the event of the Parties failing to agree any matter the matter may be referred at the request of either Party to the Referee Panel which will afford to the Parties an opportunity to make representations to it and whose decision shall be final and binding on the Parties. In attempting to resolve such disagreement the members of the Referee Panel will each have equal voting rights. If the Directors become deadlocked and unable to take an action with respect to, or because within two months of a lack disagreement between the Parties being referred to the Referee Panel pursuant to clause 20.1 the Referee Panel fails to agree a resolution to such disagreement either Party may declare by notice in writing to the other Party that a “Deadlock Situation” has arisen. (Subject to clause 22) in the event that either Party serves notice (“Deadlock Notice”) in writing pursuant to clause 20.2 (other than where the Deadlock Notice is served during the Pre-Decision Notice Period) above then either party at any time thereafter by serving written notice to the other Party (“Sale Notice”) may (subject to clause 20.5) require that the Site be disposed of quorum at (by way of appendix a duly called meeting fail to vote on or approve, - joint venture agreement with hca 38 28 June 2012 your council freehold disposal) and that any matter requiring the approval other assets of the Board Joint Venture are disposed of Directors and the provisions of Schedule 2 shall apply to such disposals. In any case where agreement is requisite to the continued operation of the Joint Venture, neither Party is to create or permit the creation or continuation of an Artificial Deadlock. If a Sale Notice is served by the Agency then the Council will be entitled to exercise the right of pre-emption in accordance with Sections 5.4, 5.7 or otherwise Schedule 4 by serving a notice in writing upon the Agency (each matter, a “Disputed Matter”), then any Director appointed by a Founder Member Group may, within ten (10) days of such deadlock or relevant meeting, notify the other Directors that such Disputed Matter shall be voted on again by the Directors at a special meeting (the “Special MeetingPre-emption Notice”) that shall be held no later than ten (10) days following within 5 Working Days of the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Disputed Matter on relevant Sale Notice in which the Directors effect of the Sale Notice will be suspended until such time as the procedures under Schedule 4 have been unable to agree during the period preceding the Special Meeting and shall vote on such matter at the Special Meeting. If at the Special Meeting, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter shall be referred to a senior member of management of each Founder Member Group (a “Senior Officer”). Each such Founder Member Group shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions on the Disputed Matter within twenty (20) days of the date of the Special Meeting (or within such shorter period of time as may be necessary to take the action that is the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter in a timely fashion). If the Senior Officers of the Founder Member Groups reach agreement on the Disputed Matter, any such agreement will be set forth in writing and will be binding for all purposes as an action of the Company approved by the Board as if the action approved in such agreement were approved by the Board directly in accordance with this Agreement. The Founder Member Groups shall direct the Directors designated by them to take all such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable to reach agreement on the Disputed Matter within thirty (30) days of the date of the Special Meeting, then the Disputed Matter shall be considered not approved by the Boardexhausted.

Deadlock. If The following events shall be considered as a Deadlock: any Shareholders Meeting fails to adopt a resolution requiring approval by a qualified majority of the Directors become deadlocked and unable Shareholders or any Management Board meeting fails to take an adopt a resolution due to absence of a quorum or otherwise for at least 3 consecutive occasions; any Shareholder has committed a material breach of the terms of the Agreement that has not been cured within 30 days of receipt of notice by any of the other Shareholders; any Shareholder has initiated legal action (civil, administrative or criminal proceedings) against any of the other Shareholders, their nominees to the Management Board or the Company. In the event of a Deadlock, any Shareholder (with respect toto the circumstances described under Section 9.1.2 and 9.1.3, or because any Shareholder that is not responsible for the occurrence of the events considered a Deadlock) can serve notice to the other Shareholders to initiate the Deadlock resolution procedure. On declaration of a lack Deadlock, the Parties agree that the Parties shall within 5 business days as of quorum at such declaration enter in good faith into direct discussions for a duly called meeting period of 5 business days from the beginning of such discussions in order to agree on a mutually satisfactory resolution of the Deadlock. Should such discussions fail to vote on or approve, any matter requiring the approval result in a mutually satisfactory resolution of the Board Deadlock within a period of Directors 5 business days from the beginning of such discussions, the Party declaring the Deadlock may give notice triggering the Buy-Sell Mechanism. To trigger the Buy-Sell Mechanism a Party (the Triggering Party) shall serve to the other Parties (the Receiving Party) a written notice (the Trigger Notice) indicating that it triggers the Buy-Sell Mechanism as well as its offered purchase price on a per share basis, which shall be equal to EUR [number] per share (the Buy-Sell Price). Within 5 business days of receipt of the Trigger Notice, the Receiving Party shall respond to the Triggering Party in writing declaring its intention (the Buy-Sell Election) to either: sell all of its shares to the Triggering Party at the Buy-Sell Price; or acquire all shares of the Triggering Party at the Buy-Sell Price. and the Triggering Party, as well as the Receiving Party, shall be bound to proceed in accordance with Sections 5.4the Buy-Sell Election. The sale and purchase of the shares shall be made on a date agreed between the Parties or, 5.7 or otherwise (each matter, a “Disputed Matter”), then any Director appointed by a Founder Member Group may, within ten (10) days in the absence of such deadlock or relevant meetingagreement, notify on the other Directors that such Disputed Matter shall be voted on again by the Directors at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days 10th business day following the date of such notificationthe Buy-Sell Election. The Directors shall use their commercially reasonable efforts Should the Receiving Party fail to discuss respond within 5 business days of receipt of the Disputed Matter on which the Directors have been unable to agree during the period preceding the Special Meeting and shall vote on such matter at the Special Meeting. If at the Special MeetingTrigger Notice, the Directors are unable to come to agreement on Triggering Party shall, within a further 5 business days period from the Disputed Matter, the Disputed Matter shall be referred to a senior member expiry of management of each Founder Member Group (a “Senior Officer”). Each such Founder Member Group shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions on the Disputed Matter within twenty (20) days of the date of the Special Meeting (or within such shorter period of time as may be necessary to take 5 business days, make the action that is Buy-Sell Election, advising the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter in a timely fashion). If the Senior Officers of the Founder Member Groups reach agreement on the Disputed Matter, any such agreement will be set forth Receiving Party accordingly in writing and will the Receiving Party shall be binding for all purposes as an action of the Company approved by the Board as if the action approved in such agreement were approved by the Board directly bound to proceed in accordance with this Agreement. The Founder Member Groups shall direct the Directors designated by them to take all such actions Buy-Sell Election as may reasonably be necessary to reflect if such agreement, including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable to reach agreement on the Disputed Matter within thirty (30) days of the date of the Special Meeting, then the Disputed Matter shall be considered not approved Buy-Sell Election had been made by the BoardReceiving Party. For the purposes of this Section the Shareholders may cooperate and act jointly.

Deadlock. If The following sets forth the Directors become deadlocked and unable to take an action Parties' agreement with respect toto a deadlock situation. In the event that: (a) either of Mutual or Walbro (in this subsection called "the First Party") gives written notice to the other Party (in this subsection called "the Second Party") specifying as subject to this subsection a resolution requiring the affirmative vote of a majority of the Board, or because of a lack of quorum at a duly called meeting fail to vote on or approve, any matter requiring the unanimous approval of the shareholders, which resolution was previously put to and not passed by a meeting of the Board or shareholders, as applicable, because the Second Party or its designee Member present did not vote in favor of Directors in accordance with Sections 5.4the resolution or voted against the resolution, 5.7 or otherwise the Second Party or its designee Member were not present for the vote; and (each matterb) such resolution is again put at another such meeting called within 30 days of the original meeting and the First Party or its designee Member present, a “Disputed Matter”)as the case may be, votes for the resolution but the Second Party or its designee Member, as the case may be, does not vote or votes against the resolution, or the Second Party or its designee Member, as the case may be, are not present for the vote, then any Director appointed by a Founder Member Group may, within ten (10) deadlock situation will be deemed to have arisen. Within seven days of such deadlock event arising, Walbro or relevant meetingMutual, notify as the case may be, will prepare and circulate to the other Directors that a memorandum or other form of statement setting out its position on the matter in dispute and its reasons for adopting such Disputed Matter shall position. Each such memorandum or statement will be voted on again considered by the Directors at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days following the date Chief Executive Officers of such notification. The Directors shall Mutual and of Walbro who will respectively use their commercially reasonable efforts to discuss the Disputed Matter on which the Directors have been unable to agree during the period preceding the Special Meeting and shall vote on resolve such matter at the Special Meetingdispute. If at the Special Meeting, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter shall be referred to Parties agree upon a senior member of management of each Founder Member Group (a “Senior Officer”). Each such Founder Member Group shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions on the Disputed Matter within twenty (20) days of the date of the Special Meeting (or within such shorter period of time as may be necessary to take the action that is the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter dispute, they will jointly sign a statement setting forth the terms of such resolution and Walbro and Mutual will exercise all voting rights and other powers of control available to them in a timely fashion)relation to the JV to procure that such resolution is fully and promptly carried into effect. If the Senior Officers a resolution of the Founder Member Groups reach agreement on the Disputed Matter, any such agreement will be set forth in writing and will be binding for all purposes as an action dispute is not agreed upon within 30 days after delivery of the Company approved memorandum or statements mentioned above or such longer period as Walbro and Mutual may agree in writing, the JV will automatically terminate as prescribed in ARTICLE VII. If a resolution is agreed upon by the Board as if the action approved in such agreement were approved Parties but is not implemented by the Board directly in accordance with this Agreement. The Founder Member Groups shall direct the Directors designated by them to take all such actions as may reasonably be necessary to reflect JV within 60 days after such agreement, including adopting any ratifying or confirmatory resolutions. If such longer period as Walbro and Mutual may agree in writing, the Senior Officers are unable to reach agreement on the Disputed Matter within thirty (30) days of the date of the Special Meeting, then the Disputed Matter shall be considered not approved by the BoardJV will automatically terminate as prescribed in ARTICLE VII.

Deadlock. (a) In the event that the Darling Member and the Valero Member, or the Darling Managers and the Valero Managers, are deadlocked (a “Deadlock”) on any issue or dispute arising from or relating to this Agreement or otherwise related to the Company or its Business and operations (including the interpretation or performance of the Raw Material Supply Agreement or any of the Valero Support Agreements), such issue or dispute shall be referred for resolution to the Members’ respective Authorized Senior Executive Officers, who shall attempt to resolve such issue within 15 Business Days after such Deadlock occurs (or, if mutually agreed in writing by such Authorized Senior Executive Officers, a longer period of time, which shall be specified in such writing). If the Directors become deadlocked and Authorized Senior Executive Officers are unable to resolve such issue within such time period, the Deadlock shall be mediated (the “Mediation”) within 15 days from the date a written request for mediation is made by either Member to the other. The Mediation shall take an action with respect toplace in Houston, Texas and be administered by the Houston office of JAMS, unless otherwise agreed to in writing by the Darling Member and the Valero Member. The administration fees and expenses of the Mediation shall be borne equally by the Darling Member and the Valero Member. The Mediation shall be conducted before a single mediator to be agreed upon by the Darling Member and the Valero Member, or because in the absence of an agreement, a single mediator admitted to practice law for 10 years or more who specializes in commercial litigation disputes, and appointed by JAMS. Notwithstanding any provision in this Agreement to the contrary, any issues or disputes arising out of or relating to the Members Working Capital Facility shall not be the basis of any Deadlock or otherwise subject to the provisions of this Section 5.8, and each lender thereunder shall be entitled to exercise all rights and pursue all remedies under the Members Working Capital Facility without regard to or compliance with this Section 5.8. (b) Any resolution of a lack Deadlock pursuant to this Section 5.8 shall be in writing and, when signed by the respective Authorized Senior Executive Officers, shall be deemed to constitute the approval of quorum at the Darling Member and the Valero Member (and the Darling Managers and Valero Managers, if applicable) and shall be binding on all parties thereto. (c) With respect to any Deadlock involving a duly called meeting fail Management Dispute, if the Members are unable, in good faith, to vote on resolve in its entirety any Management Dispute after completing the Mediation, then such Management Dispute shall be resolved by binding, expedited arbitration in accordance with Exhibit B attached hereto. The Members acknowledge that any Deadlock among the Members or approveManagers regarding decisions to approve or disapprove matters requiring their approval that are not included in the definition of Management Disputes shall not be subject to arbitration. (d) For purposes of this Section 5.8, a “Management Dispute” means (i) any matter described in clauses (i), (iv) or (v) of Section 5.7(a), (iii), (vii), (viii), (ix) or (x) of Section 5.7(b), or (vii) of Section 5.7(c) or any dispute regarding any Required Additional Capital Contribution or whether to request any Requested Additional Capital Contribution, which, after having been presented for approval of the Members, is not approved or rejected by the Required Interest or (ii) any matter requiring the approval of the Board of Directors in accordance with Sections 5.4Managers which, 5.7 or otherwise (each matter, a “Disputed Matter”), then any Director appointed by a Founder Member Group may, within ten (10) days of such deadlock or relevant meeting, notify the other Directors that such Disputed Matter shall be voted on again by the Directors at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days following the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Disputed Matter on which the Directors have after having been unable to agree during the period preceding the Special Meeting and shall vote on such matter at the Special Meeting. If at the Special Meeting, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter shall be referred to a senior member of management of each Founder Member Group (a “Senior Officer”). Each such Founder Member Group shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions on the Disputed Matter within twenty (20) days of the date of the Special Meeting (or within such shorter period of time as may be necessary to take the action that is the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter in a timely fashion). If the Senior Officers of the Founder Member Groups reach agreement on the Disputed Matter, any such agreement will be set forth in writing and will be binding presented for all purposes as an action of the Company approved approval by the Board as if the action of Managers, is not approved in such agreement were approved or rejected by the Board directly in accordance with this Agreement. The Founder Member Groups shall direct the Directors designated by them vote required to take all approve such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable to reach agreement on the Disputed Matter within thirty (30) days of the date of the Special Meeting, then the Disputed Matter shall be considered not approved by the Boardmatter.

Deadlock. If 15.1 The Parties and their respective Permitted Nominees expressly agree and confirm that in case of any major impasse/deadlock having arisen in the Directors become deadlocked operation of JVC which pertains and unable is material to take an action with respect to, the further or because of a lack of quorum at a duly called meeting fail to vote on or approve, any matter requiring the approval future operation of the Board business of Directors in accordance with Sections 5.4JVC, 5.7 or otherwise (each matter, a “Disputed Matter”), then any Director appointed by a Founder Member Group may, within ten (10) days of such deadlock or relevant meeting, notify Party shall cause their nominated directors to prepare and circulate to the other Directors that Party a memorandum or a statement setting out its position on the issue on which there is disagreement and its reasons for adopting such Disputed Matter position. Each such memorandum or statement shall then be voted on again considered by the Directors at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days following the date chairman of such notification. The Directors HPIL and NUL then holding office who shall use their commercially reasonable efforts best endeavors to discuss the Disputed Matter on which the Directors have been unable to agree during the period preceding the Special Meeting and shall vote on resolve such matter at the Special Meetingan impasse/deadlock. If at the Special Meeting, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter Such process shall be referred to completed within a senior member period of management of each Founder Member Group 45 (a “Senior Officer”). Each such Founder Member Group shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions on the Disputed Matter within twenty (20forty five) days of the date of the Special Meeting (or within impasse/deadlock having arisen, unless such shorter period of time as may be necessary to take the action that is the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter in a timely fashion)extended by mutual agreement. If the Senior Officers of the Founder Member Groups reach agreement An impasse/deadlock arises on the Disputed Matterdate one Party receives a written communication from the other conveying the basis of such other Party coming to the conclusion of which the deadlock is and how it has arisen. Despite the aforesaid, any such agreement will be set forth in writing and will be binding for all purposes as an action of the Company approved by the Board as if the action approved panel of chairmen are unable to resolve the impasse/deadlock, then the deadlock shall be deemed to be a major impasse/deadlock and in such agreement were approved by that event, the Board directly ultimate solution of any major impasses/deadlock shall be as provided hereinafter in this Article. In the event any Party (hereinafter referred to as “Selling Party”) desires to sell its shareholding in JVC, the other Party (hereinafter referred to as “Purchasing Party”) shall have the first right to acquire it including its Permitted Nominees. It is hereby agreed that the sale and purchase of this shareholding to themselves shall be at a fair price which shall be determined in accordance with Article 5.3 of this Agreement. The Founder Member Groups . 15.2 In the event that the Purchasing Party has notified Selling Party in writing that it or its Permitted Nominees do not wish to purchase the entire shareholding of Selling Party including its Permitted Nominees, in that event, Selling Party shall direct be entitled to sell all the Directors designated Shares held by them it/its Permitted Nominees to take all a third party at a price not less than the fair price referred to in Article 15.1, provided that such actions a third party is acceptable to Purchasing Party and agrees in writing as may reasonably a condition precedent to the transfer of Shares to it to be necessary bound by the terms and conditions of this Agreement as though it was a signatory to reflect this Agreement. 15.3 Once an impasse/deadlock has deemed to have arisen until such agreementtime the impasse/ deadlock is resolved, including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable to reach agreement on the Disputed Matter within thirty (30) days directors of the date Board shall function as trustees for the smooth and continued operation and functioning of the Special Meeting, then the Disputed Matter shall be considered not approved by the BoardJVC.

Deadlock. If 16.1 This Clause shall apply in any case where a matter relating to the affairs of the Holding Company has been considered by the Board of Directors become deadlocked and but the Board of Directors is unable to take an action with respect toreach a unanimous decision where required by Clause 10.2, on the matter or because of in the event that a lack of quorum at a duly called meeting fail to vote on or approve, any matter requiring the approval of the Board of Directors has been convened in accordance with Sections 5.410.7 herein and no quorum in accordance with 10.8 has been achieved at said meeting or subsequent reconvened meeting called within the next 10 Days. Any such case is hereinafter referred to as a "deadlock". For purposes of this Clause 16, 5.7 Drillpetro and Techdrill shall be deemed to be one Shareholder for as long as they are under common control. 16.2 In any case of deadlock, each of the Shareholders shall within seven (7) Days of such deadlock having arisen or otherwise become apparent, cause its appointees on the Board of Directors to prepare and circulate to the other Shareholders and other Directors a memorandum or other form of statement setting out its position on the matter in dispute and its reasons for adopting such position. Each such memorandum or statement shall be considered by the Managing Director (or equivalent officer) of each matterShareholder then holding office who shall respectively use their reasonable endeavours to resolve such dispute. If they agree upon a resolution or disposition of the matter they shall jointly execute a statement setting forth the terms of such resolution or disposition and the Shareholders shall exercise the voting rights and other powers of control available to them in relation to the Holding Company to procure that such resolution or disposition is fully and promptly carried into effect. 16.3 If the dispute has not been resolved in accordance with the provisions set out above within fifteen (15) Days after delivery of the memorandum or statement mentioned herein or such longer period as the Shareholders may agree in writing then any Shareholder (the "Offeror") may serve a notice in writing (the "Offer Notice") on both of the other Shareholders (the "Offerees") of its desire to resolve the position by offering to sell its Shares (the "Offerors Shares") to the Offerees pro-rata to each of the Offerees participation in the Holding Company or, failing which, to purchase one or both of the Offerees, Shares at the same price. 16.4 The Offer Notice shall be expressed to: (i) constitute an offer, open for acceptance by each Offeree for 90 Days from the date of service of the Offer Notice ("Offeree Purchase Period") by the Offeror to sell at a “Disputed Matter”specified price (the "Sale Price") (but on no other conditions) all (but not some only) of the Offeror's Shares to each of the Offerees pro-rata to the Offerees participation in the Holding Company; (ii) constitute an Offer by the Offeror to purchase all (but not some only) of each of the Offeree's Shares at the Sale Price in accordance with the provisions of this paragraph on the business day (as defined in Clause 20.3) falling 30 Days after the end of the Offeree Purchase Period provided that such Offeree has not exercised its right to purchase the Offerors Shares before the end of the Offeree Purchase Period; and (iii) be irrevocable without the written consent of all Shareholders. 16.5 Each Offeree may at any time before the expiry of the Offeree Purchase Period serve notice in writing upon the Offeror of its desire to purchase all (but not some only) of the Offeror's Shares offered to it at the Sale Price (the "Offeree Purchase Notice") which may not be expressed to be subject to the fulfillment of any conditions whatsoever. Upon service of an Offeree Purchase Notice on the Offeror, the Offeror shall be bound to sell, and the Offeree shall be bound to purchase, all the Offerors Shares offered to it at the Sale Price, which the Offeror shall transfer free from all claims, equities, liens and encumbrances together with all rights attached thereto, 16.6 If either Offeree does not serve an Offeree Purchase Notice before the expiry of the Offeree Purchase Period, it shall be deemed to have declined the offer constituted by the Offer Notice to sell the Offeror Shares to the Offeree and such Offeree shall be bound to sell, and the Offeror shall be bound to purchase, all such Offeree's Shares at the Sale Price and which such Offeree shall transfer free from all claims, equities, liens, charges and encumbrances together with all rights attached thereto. 16.7 Completion of any sales and purchases contemplated by this Clause 16 shall take place within fourteen Days of such sale and purchase obligation becoming binding as above written and the selling party(ies) shall deliver to the purchasing party(ies) executed transfer(s) and documents of title in exchange for a banker's draft drawn on a first class U.S. bank for an amount equal to the relevant Sale Price. Each of the Shareholders appoints the other Shareholders irrevocably and by way of security for the performance of their respective obligations under this Clause 16 its attorney to execute any necessary document required to be executed by it under the provision of this Clause 16. 16.8 In the event that more than one Offer Notice is served, the notice first served shall prevail. In the event that more than one Offer Notice is served simultaneously, then the Offer Notice with the higher Sale Price shall prevail. 16.9 In the event that, at the time of any failure to find a resolution or disposition in accordance with sub-clause 16.3 above, there are only two Shareholders, the provisions of this Clause 16 shall apply mutatis mutandis. 16.10 In the event that a Party, pursuant to the provisions of this Clause 16 or those of Clause 14 (Transfer of Shares), has disposed or is disposing of the whole of its interest in the Holding Company (the "Disposing Party"), then if the Disposing Party has during the course of its participation in the joint venture been required to provide to any Director appointed Lender or Lenders guarantee(s) of the performance by the Holding Company of any of its obligations under any loan or security documentation executed in favour of such Lender(s) or any counter indemnities in favour of any third party(ies) and such guarantee(s) or counter indemnities is/are still outstanding and in full force and effect at the time of the disposition by the Disposing Party of its interest in the Holding Company, then at the option of the Disposing Party and having regard to the requirements of any Lender(s), either:- (i) the acquirer of such interest from the Disposing Party or the remaining Shareholder(s) shall issue replacement guarantee(s)/counter indemnities in favour of and satisfactory to such Lender(s)/third party(ies) on the same terms as those guarantee(s)/counter indemnities originally provided to such Lender(s)/third party(ies) by the Disposing Party whose guarantee(s)/counter indemnities shall then be deemed terminated; or (ii) the acquirer of such interest or the remaining Shareholder(s) shall be obliged to procure the issue of an indemnity in favour of the Disposing Party and its Affiliate(s) in respect of such guarantee(s)/counter indemnities by a Founder Member Group maycompany of substance or reputable bank or lending institution acceptable to the Disposing Party and in a form reasonably satisfactory to the Disposing Party. 16.11 In the event that a Party, within ten (10) days has pursuant to the provisions of such deadlock this Clause 16 or relevant meetingthose of Clause 14, notify disposed of the other Directors whole of its Interest in the Holding Company, that such Disputed Matter Party shall be voted on again by entitled to receive for the Directors at a special meeting benefit of its relevant Affiliate from the acquirer or acquirers of aforesaid interest an early termination fee for termination of management (if that occurs) equal to the “Special Meeting”) that shall be held no later than ten (10) days following aggregate of the number of Days of management fee lost between date of such notification. The Directors shall use their commercially reasonable efforts to discuss transfer of sale of shares and the Disputed Matter on which the Directors have been unable to agree during the period preceding the Special Meeting and shall vote on such matter at the Special Meeting. If at the Special Meeting, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter shall be referred to a senior member of management of each Founder Member Group (a “Senior Officer”). Each such Founder Member Group shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions on the Disputed Matter within twenty (20) days of the final date of the Special Meeting (or within such shorter period of time as may be necessary to take the action that is the subject firm term of the Disputed Matter or otherwise permit resolution of the Disputed Matter in a timely fashion). If the Senior Officers of the Founder Member Groups reach agreement on the Disputed Matter, any such agreement will be set forth in writing and will be binding for all purposes as an action of the Company approved by the Board as if the action approved in such agreement were approved by the Board directly in accordance with this Agreement. The Founder Member Groups shall direct the Directors designated by them to take all such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable to reach agreement on the Disputed Matter within thirty Charter discounted at ten per cent (3010%) days of the date of the Special Meeting, then the Disputed Matter shall be considered not approved by the Boardper annum.

Deadlock. 18.1 If there is a Deadlock in respect of any of the matters, listed in Section 3.1 lit. a), k) to o) and lit q) to u) including such measures at controlled entities of the Company, each Party shall be entitled to send a conciliation notice (the “Conciliation Notice”) to the other Party requiring the Parties to negotiate in good faith to attempt to amicably resolve the Deadlock. If the Directors become deadlocked and unable to take an action with respect to, or because of a lack of quorum at a duly called meeting fail to vote on or approve, any matter requiring the approval Deadlock is not resolved within thirty (30) Business Days of the Board receipt of Directors the Conciliation Notice, then such Deadlock shall jointly be referred to the respective chairman of the Parties who shall within thirty (30) Business Days, take necessary steps on the best efforts to amicably resolve the Deadlock in a commercially reasonable manner. 18.2 If the Deadlock is not resolved in accordance with Sections 5.4the provisions of Section 18.1, 5.7 or otherwise (each the Parties are obliged to refer such matter, a “Disputed Matter”), then any Director appointed by a Founder Member Group may, on which the Deadlock has occurred to the Advisory Board within ten (10) days Business Days from expiry of the time period specified in Section 18. 1. The Advisory Board shall try to resolve the matter amicably by unanimous decision, however, the Advisory Board is authorised to decide on such deadlock or relevant meetingmatter by final and binding majority resolution. The Advisory Board shall, notify in respect of the other Directors that such Disputed Matter shall be voted on again by matter present a decision as soon as practicable immediately after its notification but no later than twenty-one (21) Business Days from the Directors at a special meeting date of its notification (the “Special MeetingAdvisory Board Mediation Period”) ). 18.3 If a dispute is resolved under section 18.1 or 18.2, the Parties shall jointly sign a respective declaration and shall exercise all voting rights and other powers of control available to them to procure that such resolution is fully and promptly carried into effect. 18.4 If the Advisory Board has not provided its decision within the Advisory Board Mediation Period, such Deadlock shall be held no later than ten (10) days following dropped and the date of such notification. The Directors Parties shall use their commercially reasonable efforts continue to discuss the Disputed Matter on which the Directors have been unable to agree during the period preceding the Special Meeting and shall vote on such matter at the Special Meeting. If at the Special Meeting, the Directors are unable to come to agreement carry on the Disputed Matter, Business in the Disputed Matter shall be referred to a senior member of management of each Founder Member Group (a “Senior Officer”). Each such Founder Member Group shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions on the Disputed Matter within twenty (20) days of the date of the Special Meeting (or within such shorter period of time as may be necessary to take the action that is the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter in a timely fashion). If the Senior Officers of the Founder Member Groups reach agreement on the Disputed Matter, any such agreement will be set forth in writing and will be binding for all purposes as an action of the Company approved by the Board as if the action approved in such agreement were approved by the Board directly in accordance with this Agreement. The Founder Member Groups shall direct the Directors designated by them to take all such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable to reach agreement on the Disputed Matter within thirty (30) days of the date of the Special Meeting, then the Disputed Matter shall be considered not approved by the Boardusual way.

Deadlock. If 15.1 In the Directors become deadlocked and unable to take an action with respect to, or because event of a lack of quorum at a duly called meeting fail to vote on or approveDeadlock, any matter requiring the approval of the Board of Directors in accordance with Sections 5.4, 5.7 or otherwise (each matter, a “Disputed Matter”), then any Director appointed by a Founder Member Group may, Party shall within ten (10) days of such deadlock or relevant meetingDeadlock having arisen, notify cause its nominees on the Board of Directors to prepare and circulate to the other Directors that Party a memorandum setting out its position on the matter in dispute and its reasons for adopting such Disputed Matter position. Each such memorandum shall be voted on again considered by a committee (“Mediation Committee”) comprised of respective nominees of NEG and LPL which shall meet together within 30 days of receipt of the Directors memoranda and use its reasonable endeavors to resolve the Deadlock. 15.2 If the members of the Mediation Committee referred reach unanimous agreement, the Mediation Committee shall issue a statement setting out the terms of such agreement and each Party shall exercise the voting rights and other powers of control available to it in relation to the JVC to procure that the terms of such agreement are implemented. If the Mediation Committee does not so agree within 60 days of referral of the matter to the Mediation Committee, the top management of NEG and LPL shall discuss the matter in dispute. 15.3 If the Mediation Committee does not so agree within 60 days after the referral of the matter to the Mediation Committee, and the top management of NEG and LPL cannot agree within 30 days after the above 60 day period, and if LPL wishes to dispose all shares in the JVC currently held by LPL, LPL shall be entitled to sell those shares to NEG at a special meeting the Fair Market Value, without the right of set-off, and if NEG wishes to purchase all shares in the JVC currently held by LPL, NEG shall purchase those shares at either: (1) Fair Market Value plus 5% thereof; or (2) if the Fair Market Value is lower than the par value, then the Fair Market Value plus 15% thereof (but not higher than the par value plus 5%), (the above rights given to LPL and NEG being hereinafter called “Special Meeting”) that shall Option” and the above shares which may be held no later than ten (10) days following the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Disputed Matter on which the Directors have been unable to agree during the period preceding the Special Meeting and shall vote on such matter at the Special Meeting. If at the Special Meeting, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter shall be referred to a senior member of management of each Founder Member Group (a sold or purchased being hereinafter called “Senior OfficerOption Shares”). Each such Founder Member Group The Option shall use commercially reasonable efforts be exercised by either party (“Option Party”) serving on a written notice (“Option Notice”) of its wish to cause its Senior Officer exercise the Option to meet the other party (“Non-Option Party”) within 30 days after failure by the top management of NEG and engage in discussions on LPL to resolve the Disputed Matter Deadlock within twenty the above 30 days period. 15.4 Upon the determination of the Fair Market Value, the Non-Option Party shall within fifteen (2015) days (i) agree to the Board of the date of the Special Meeting (Directors or within such shorter period of time as may be necessary to take the action Shareholder resolution that is the subject of the Disputed Matter Deadlock or otherwise permit withdraw the Board of Directors or Shareholder resolution that is the subject of the Disputed Matter in a timely fashion)Deadlock, as the case may be, (and pay for all of the cost of determination of the Fair Market Value) or (ii) agree to the implementation of the Option. If the Senior Officers Non-Option Party accepts the implementation of the Founder Member Groups reach agreement on Option, the Disputed MatterOption Party shall within fifteen (15) days (i) withdraw the Board of Directors or Shareholder resolution that is the subject of the Deadlock or agree to the Board of Directors or Shareholder resolution that is the subject of the Deadlock, any such agreement will be set forth in writing as the case may be, (and will be binding pay for all purposes as an action of the Company approved by cost of determination of the Board as if Fair Market Value) or (ii) proceed with the action approved in such agreement were approved by the Board directly in accordance with this Agreement. The Founder Member Groups shall direct the Directors designated by them to take all such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutionsOption. If the Senior Officers are unable Option Party decides to reach agreement on proceed with the Disputed Matter within thirty Option, the Option Party shall give to the Non-Option Party written notice (30the “Option Sale and Purchase Notice”), and upon such notice, the Non-Option Party shall immediately become bound to sell or buy, as the case may be, and the Option Party shall be bound to buy or sell, as the case may be, the Option Shares. The completion of the sale and purchase pursuant to an Option Notice shall take place no later than sixty (60) days of after the date of on which the Special MeetingOption Sale and Purchase Notice shall have been delivered; provided that if the purchasing party shall not be in a position to buy the shares due to laws and government regulations, then the Disputed Matter purchasing party shall be considered not approved by have a right to designate a third party who may buy the Boardshares.

Deadlock. If The following sets forth the Directors become deadlocked and unable to take an action parties' agreement with respect to, or because to a deadlock situation. In the event that: (a) either of Jaegxx xx Walbro (in this subsection called "the First Party") gives written notice to the other party (in this subsection called "the Second Party") specifying as subject to this subsection a resolution requiring the affirmative vote of a lack majority of quorum the Board, including at a duly called meeting fail to vote on least one Walbro Member and one Jaegxx Xxxber or approve, any matter requiring the unanimous approval of the shareholders, which resolution was previously put to and not passed by a general or special meeting of the Board or shareholders, as applicable, because the Second Party or its designee Members present did not vote in favor of Directors in accordance with Sections 5.4the resolution or voted against the resolution, 5.7 or otherwise the Second Party or its designee Members were not present for the vote; and (each matterb) such resolution is again put at another such meeting called within 30 days of the original meeting and the First Party or its designee Members present, a “Disputed Matter”)as the case may be, votes for the resolution but the Second Party or its designee Members, as the case may be, does not vote or votes against the resolution, or the Second Party or its designee Members, as the case may be, are not present for the vote, then any Director appointed by a Founder Member Group may, within ten (10) deadlock situation will be deemed to have arisen. Within seven days of such deadlock or relevant meetingevent arising, notify Walbro and Jaegxx xxxl prepare and circulate to the other Directors that a memorandum or other form of statement setting out its position on the matter in dispute and its reasons for adopting such Disputed Matter shall position. Each such memorandum or statement will be voted on again considered by the Directors at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days following the date Chief Executive Officers of such notification. The Directors shall Jaegxx xxx of Walbro who will respectively use their commercially reasonable efforts to discuss the Disputed Matter on which the Directors have been unable to agree during the period preceding the Special Meeting and shall vote on resolve such matter at the Special Meetingdispute. If at the Special Meeting, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter shall be referred to parties agree upon a senior member of management of each Founder Member Group (a “Senior Officer”). Each such Founder Member Group shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions on the Disputed Matter within twenty (20) days of the date of the Special Meeting (or within such shorter period of time as may be necessary to take the action that is the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter dispute, they will jointly sign a statement setting forth the terms of such resolution and Walbro and Jaegxx xxxl exercise all voting rights and other powers of control available to them in a timely fashion)relation to the JV to procure that such resolution is fully and promptly carried into effect. If the Senior Officers a resolution of the Founder Member Groups reach agreement on the Disputed Matter, any such agreement will be set forth in writing and will be binding for all purposes as an action dispute is not agreed upon within 30 days after delivery of the Company approved memorandum or statements mentioned above or such longer period as Walbro and Jaegxx xxx agree in writing, the JV will automatically terminate as prescribed in ARTICLE VII. 6 If a resolution is agreed upon by the Board as if the action approved in such agreement were approved parties but is not implemented by the Board directly in accordance with this Agreement. The Founder Member Groups shall direct the Directors designated by them to take all such actions as may reasonably be necessary to reflect JV within 60 days after such agreement, including adopting any ratifying or confirmatory resolutions. If such longer period as Walbro and Jaegxx xxx agree in writing, the Senior Officers are unable to reach agreement on the Disputed Matter within thirty (30) days of the date of the Special Meeting, then the Disputed Matter shall be considered not approved by the BoardJV will automatically terminate as prescribed in ARTICLE VII.

Deadlock. 20.1 In the event of the Parties failing to agree any matter the matter may be referred at the request of either Party to the Referee Panel which will afford to the Parties an opportunity to make representations to it and whose decision shall be final and binding on the Parties. In attempting to resolve such disagreement the members of the Referee Panel will each have equal voting rights. 20.2 If the Directors become deadlocked and unable to take an action with respect to, or because within two months of a lack disagreement between the Parties being referred to the Referee Panel pursuant to clause 20.1 the Referee Panel fails to agree a resolution to such disagreement either Party may declare by notice in writing to the other Party that a “Deadlock Situation” has arisen. 20.3 (Subject to clause 22) in the event that either Party serves notice (“Deadlock Notice”) in writing pursuant to clause 20.2 (other than where the Deadlock Notice is served during the Pre-Decision Notice Period) above then either party at any time thereafter by serving written notice to the other Party (“Sale Notice”) may (subject to clause 20.5) require that the Site be disposed of quorum at a duly called meeting fail to vote on or approve, (by way of freehold disposal) and that any matter requiring the approval other assets of the Board Joint Venture are disposed of Directors and the provisions of Schedule 2 shall apply to such disposals. 20.4 In any case where agreement is requisite to the continued operation of the Joint Venture, neither Party is to create or permit the creation or continuation of an Artificial Deadlock. 20.5 If a Sale Notice is served by the Agency then the Council will be entitled to exercise the right of pre-emption in accordance with Sections 5.4, 5.7 or otherwise Schedule 4 by serving a notice in writing upon the Agency (each matter, a “Disputed Matter”), then any Director appointed by a Founder Member Group may, within ten (10) days of such deadlock or relevant meeting, notify the other Directors that such Disputed Matter shall be voted on again by the Directors at a special meeting (the “Special MeetingPre-emption Notice”) that shall be held no later than ten (10) days following within 5 Working Days of the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Disputed Matter on relevant Sale Notice in which the Directors effect of the Sale Notice will be suspended until such time as the procedures under Schedule 4 have been unable to agree during the period preceding the Special Meeting and shall vote on such matter at the Special Meeting. If at the Special Meeting, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter shall be referred to a senior member of management of each Founder Member Group (a “Senior Officer”). Each such Founder Member Group shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions on the Disputed Matter within twenty (20) days of the date of the Special Meeting (or within such shorter period of time as may be necessary to take the action that is the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter in a timely fashion). If the Senior Officers of the Founder Member Groups reach agreement on the Disputed Matter, any such agreement will be set forth in writing and will be binding for all purposes as an action of the Company approved by the Board as if the action approved in such agreement were approved by the Board directly in accordance with this Agreement. The Founder Member Groups shall direct the Directors designated by them to take all such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable to reach agreement on the Disputed Matter within thirty (30) days of the date of the Special Meeting, then the Disputed Matter shall be considered not approved by the Boardexhausted.

Deadlock. (a) If any Fundamental Issue is proposed, but not approved, by the Directors become deadlocked and unable to take an action with respect toBoard in two (2) consecutive meetings of the Board, or because if there is a failure to convene two (2) consecutive meetings of the Board to discuss a Fundamental Issue due to a lack of quorum at Quorum, then a duly called deadlock shall be deemed to have occurred (a “Deadlock”). During the continuation of a Deadlock, the Company shall continue to operate in a manner consistent with prior practices and this Agreement until such Deadlock is resolved. If agreement cannot be reached on any other matter submitted to a meeting fail to vote on or approve, any matter requiring the approval of the Board Board, the matter shall be deemed not to have been approved and no further action will be taken to resolve the issue. (b) Each of Directors in accordance with Sections 5.4the Members may, 5.7 or otherwise by written notice to the other Members and the Board, declare such Deadlock (each matter, a “Disputed Deadlock Notice”, and the matter with respect to which a disagreement exists, the “Deadlock Matter”), then any Director appointed by a Founder Member Group may, within ten (10) days of such deadlock or relevant meeting, notify the other Directors that such Disputed Matter shall be voted on again by the Directors at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days . Promptly following the date delivery of such notification. The Directors shall use their commercially reasonable efforts to discuss the Disputed Matter on which the Directors have been unable to agree during the period preceding the Special Meeting and shall vote on such matter at the Special Meeting. If at the Special Meetinga Deadlock Notice, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Deadlock Matter shall be referred (“Escalation”) to a the senior member executives of management IHI (or other individuals designated by such senior executives of each Founder Member Group IHI), JGC (a or other individuals designated by such senior executives of JGC), JBIC (or other individuals designated by such senior executives of JBIC), and CHUBU (or other individuals designed by such senior executives of CHUBU) (collectively, the “Senior OfficerExecutives”). Each such Founder Member Group In an Escalation, the Senior Executives shall use commercially reasonable good faith efforts to cause its Senior Officer to meet and engage in discussions on resolve the Disputed Deadlock Matter within twenty (20) days 30 Business Days following the delivery of the date of the Special Meeting Deadlock Notice. (or within such shorter period of time as may be necessary to take the action that is the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter in a timely fashion). c) If the Senior Officers of the Founder Member Groups reach agreement on the Disputed Matter, any such agreement will be set forth in writing Escalation is unsuccessful and will be binding for all purposes as an action of the Company approved by the Board as if the action approved in such agreement were approved by the Board directly in accordance with this Agreement. The Founder Member Groups shall direct the Directors designated by them to take all such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutions. If the Senior Officers Executives are unable to reach agreement on with respect to the Disputed Deadlock Matter within thirty the time period set forth in Section 5.07(b), then a Member may refer the Deadlock Matter to non-binding mediation (30the “Deadlock Mediation”) days under the Mediation Rules (the “Rules of Mediation”) of the date International Chamber of Commerce (“ICC”) and the Special Meeting, then the Disputed Deadlock Matter shall be considered not approved mediated within 30 Business Days following the delivery of a written request for mediation by such Member to each of the other Members and the Board. The seat, or legal place, of the Deadlock Mediation shall be Tokyo, Japan, and the proceedings shall be conducted in Japanese. Notwithstanding the foregoing, the Members shall suspend the Deadlock Mediation if a Member pursues a Transfer pursuant to Section 9.03 until the resolution thereof. (d) If the Escalation and Deadlock Mediation are unsuccessful, or if three (3) or more Deadlock Notices are given during a six (6) consecutive month period, then a Member may refer the Deadlock Matter to binding arbitration (the “Deadlock Arbitration”) under the Rules of Arbitration of the ICC (the “Rules of Arbitration”) and the Deadlock Matter shall be finally arbitrated within 30 Business Days following the delivery of a written request for arbitration by such Member to each of the other Members and the Board. The seat, or legal place, of the Deadlock Arbitration shall be Tokyo, Japan, and the proceedings shall be conducted in Japanese. The decision of the arbitrator(s) with respect to the Deadlock Matter shall be final and binding on the Members. Notwithstanding the foregoing, the Members shall suspend the Deadlock Arbitration if a Member pursues a Transfer pursuant to Section 9.03 until the resolution thereof.

Deadlock. (a) If the Directors become deadlocked and unable Managers entitled to take an action vote or consent with respect to, or because of a lack of quorum at a duly called meeting to any matter before the Board fail to vote agree on the outcome of such matter with sufficient voting power as required by this Agreement, after consideration (or approve, failure to establish a quorum) at any matter requiring the approval three (3) consecutive meetings of the Board (occurring within a period of Directors in accordance with Sections 5.4, 5.7 or otherwise not fewer than ninety (each matter, 90) days) called to consider such matter (a “Disputed MatterDeadlock Event”), then any Director appointed by Capital Member may submit a Founder Member Group may, within ten (10) days written notice of such deadlock or relevant meeting, notify Deadlock Event (a “Deadlock Notice”) to the other Directors that such Disputed Matter shall be voted on again by Members within five (5) Business Days of the Directors at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days following the date occurrence of such notification. The Directors Deadlock Event requiring that the Deadlock Event be referred to mediation, and the Members shall use their commercially reasonable efforts to discuss resolve the Disputed Matter Deadlock Event as follows: (i) the Capital Members shall agree on which a mediator within fifteen (15) Business Days after the Directors have been unable date of the Deadlock Notice or, failing agreement, any Capital Member may unilaterally apply for a mediator to agree during be promptly appointed by the period preceding American Arbitration Association to conduct the Special Meeting mediation of the Deadlock Event; (ii) the mediation shall be conducted in the U.S. and in the English language under the American Arbitration Association Mediation Rules; (iii) each Capital Member shall vote on such matter be represented at the Special Meeting. If at mediation by an individual with authority to settle the Special MeetingDeadlock Event; (iv) the costs of the mediation, including the Directors are unable to come to agreement on fees and expenses of the Disputed Mattermediator (but excluding each Member’s own costs, the Disputed Matter which shall be referred borne by the Member incurring such costs) shall be borne equally by the Capital Members, unless otherwise agreed to a senior member of management of each Founder Member Group in writing; and (a “Senior Officer”). Each such Founder Member Group v) the Capital Members shall use commercially reasonable efforts to cause its Senior Officer resolve the Deadlock Event, in consultation with the mediator and with reference to meet and engage in discussions on the Disputed Matter within twenty mediator’s recommendations, by no later than forty-five (2045) days after the date on which the Deadlock Notice is given. (b) If the Capital Members are unsuccessful at resolving the Deadlock Event through mediation then, within 30 days following the conclusion of the date mediation procedure, any member of the Special Meeting (or within such shorter period of time as Board may give written notice to the other Members requesting that the Deadlock Event be necessary referred to take arbitration in accordance with the action that is the subject of the Disputed Matter or otherwise permit resolution of the Disputed Matter in a timely fashion). If the Senior Officers of the Founder Member Groups reach agreement on the Disputed Matter, any such agreement will be procedure set forth in writing and will Section 20(b). Any resulting arbitral award shall be binding for all purposes as an action of the Company approved by the Board as if the action approved in such agreement were approved by the Board directly in accordance with this Agreement. The Founder Member Groups shall direct the Directors designated by them to take all such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable to reach agreement and final on the Disputed Matter within thirty (30) days of the date of the Special Meeting, then the Disputed Matter shall be considered not approved by the BoardMembers.