Common use of Dispute Resolution; Deadlock Clause in Contracts

Dispute Resolution; Deadlock. (a) The Members shall endeavor to settle, through their respective designees to the Board of Executive Officers, any disputes which may arise between them, including without limitation, failure by the Board of Executive Officers to reach agreement (or failure to take a vote) on any matter requiring Executive Officers approval pursuant to Section 5.1(d) (Matters Requiring the Approval of the Board of Executive Officers). The Members shall attempt to resolve the issue or proposed action in question, to the extent practicable, in a manner consistent with the Company’s most recently approved Business Plan, unless the issue in dispute is the adoption of a new Business Plan, in which case, except as provided for in Section 6.3 of the Master Agreement, the provisions of Sections 10.3(c), (e) and (f) shall apply. (b) If (i) the Members are unable to agree on any matter requiring the approval of the Members pursuant to Section 4.1(a) (Matters Requiring the Approval of the Members), (ii) the Board of Executive Officers is unable to agree on any matter requiring the approval of the Board of Executive Officers pursuant to Section 5.1(d) (Matters Requiring the Approval of the Board of Executive Officers) (other than the approval of any Business Plan, with respect to which the failure to agree shall be governed by Sections 10.3(c), (e) and (f)) or (iii) the Members or the Board of Executive Officers are otherwise unable to resolve a dispute on any other item (other than the approval of any Business Plan, with respect to which the failure to agree shall be governed by Sections 10.3(c), (e) and (f)), then any Member may bring the matter to the attention of the General Manager Memory Division, Semiconductor Company of Toshiba, and the Chief Operating Officer of SanDisk (the “Designated Individuals”), who will attempt to find a resolution. If the matter has not been resolved within thirty (30) days of referral to the Designated Individuals, the matter will be referred to the Management Representatives for a final decision, which decision will be final and binding on the Company and the Members with respect to any matter specified in Sections 10.3(b)(i) and (ii) above. If an agreement is reached by the Management Representatives, the mutually agreed resolution shall be implemented by the Company. Should no solution be agreed upon within thirty (30) days after submission of the matter to the Management Representatives with respect to the matters specified in (iii) above, such matter shall be submitted to arbitration in accordance with Section 2.5 of the Appendix A. Should no solution be agreed upon within sixty (60) days after submission of the matter to the Management Representatives with respect to the matters specified in Sections 10.3(b)(i) and (ii) above, then the action for which approval was requested will not occur, unless it is already included in the most recently approved Business Plan, subject to Section 6.5 of the Master Agreement. (c) Except as provided below and subject to Section 6.3 of the Master Agreement, if by [***] of any calendar year during the term of this Agreement, commencing [***], the Board of Executive Officers and the Members have not approved and agreed upon a Business Plan for the upcoming Fiscal Year, then any Member may refer the dispute to the Management Representatives for a decision, which decision shall be final and binding on the Company and the Members. If a decision is reached by agreement of the Management Representatives, such decision shall be implemented by the Company. Should no decision be reached within ninety (90) days after submission of the matter to the Management Representatives, and unless the Members have agreed to continue operations under the most recently approved Business Plan until a new Business Plan is approved, then within ten (10) Business Days thereafter any Member may elect by written notice to all other Members to declare a deadlock (“Deadlock”), except with respect to any issue where the Master Agreement expressly prohibits declaration of a Deadlock. (d) If demand for both Members’ NAND Flash Memory Products is significantly below expectations, they shall address the matter as contemplated in Section 6.6(b)(ii) of the Master Agreement. (e) Within thirty (30) days after a Member has notified the other Member of a Deadlock, either Member (the “Initiating Member”) may submit to the other Member (the “Responding Member”) a written irrevocable notice (the “Deadlock Dissolution Notice”) to the effect that the Initiating Member offers to sell to the Responding Member or its designee the Initiating Member’s Interests for a cash payment, by wire transfer of immediately available Japanese Yen, in an amount equal to the [***] as of the date of such transaction multiplied by the Initiating Member’s Percentage as of such date. (f) The Responding Member may accept such offer by written response to the Initiating Member within forty-five (45) days of receipt of the Deadlock Dissolution Notice indicating that the Responding Member elects to purchase the Interests of the Initiating Member. If the Responding Member declines to exercise its right to purchase the Interests of the Initiating Member pursuant to this Section 10.3 or fails to respond to such Deadlock Dissolution Notice (or if both Members submit Deadlock Dissolution Notices), the Company shall be dissolved pursuant to Section 11.1(d) (Events of Dissolution), at the end of a one-year period for the wind-down of operations commencing with the receipt of the Deadlock Dissolution Notice by the Responding Member. During such one-year period, the Company’s business shall be conducted in accordance with the most recently approved Business Plan except that additional capital expenditures will not be made except as required for line maintenance.

Dispute Resolution; Deadlock. (a) The Members Shareholders shall endeavor to settle, through their respective designees to the Board of Executive OfficersDirectors, any disputes which may arise between them, including without limitation, failure by the Board of Executive Officers Directors to reach agreement (or failure to take a vote) on any matter requiring Executive Officers Directors approval pursuant to Section 5.1(d) (Matters Requiring the Approval of the Board of Executive OfficersDirectors). The Members Shareholders shall attempt to resolve the issue or proposed action in question, to the extent practicable, in a manner consistent with the Company’s most recently approved Business Plan, unless the issue in dispute is the adoption of a new Business Plan, in which case, except as provided for in Section 6.3 of the Master Agreement, case the provisions of Sections 10.3(c), (e) and (f) shall apply. (b) If (i) the Members Shareholders are unable to agree on any matter requiring the approval of the Members Shareholders pursuant to Section 4.1(a) (Matters Requiring the Approval of the MembersShareholders), (ii) the Board of Executive Officers Directors is unable to agree on any matter requiring the approval of the Board of Executive Officers Directors pursuant to Section 5.1(d) (Matters Requiring the Approval of the Board of Executive OfficersDirectors) (other than the approval of any Business Plan, with respect to which the failure to agree shall be governed by Sections 10.3(c), (e) and (f)) or (iii) the Members Shareholders or the Board of Executive Officers Directors are otherwise unable to resolve a dispute on any other item (other than the approval of any Business Plan, with respect to which the failure to agree shall be governed by Sections 10.3(c), (e) and (f)), then any Member Shareholder may bring the matter to the attention of the General Manager Memory Division, Semiconductor Company of Toshiba, and the Chief Operating Officer of SanDisk (the “Designated Individuals”), who will attempt to find a resolution. If the matter has not been resolved within thirty (30) days of referral to the Designated Individuals, the matter will be referred to the Management Representatives Committee for a final decision, which decision will be final and binding on the Company and the Members Shareholders with respect to any matter specified in Sections 10.3(b)(i) and (ii) above. If an agreement is reached by the Management RepresentativesCommittee, the mutually agreed resolution shall be implemented by the Company. Should no solution be agreed upon within thirty (30) days after submission of the matter to the Management Representatives Committee with respect to the matters specified in (iii) above, such matter shall be submitted to arbitration in accordance with Section 2.5 of the Appendix A. Should no solution be agreed upon within sixty (60) days after submission of the matter to the Management Representatives Committee with respect to the matters specified in Sections 10.3(b)(i) and (ii) above, then the action for which approval was requested will not occur, unless it is already included in the most recently approved Business Plan, subject to Section 6.5 of the Master Agreement. (c) Except as provided below and subject to Section 6.3 of the Master Agreementbelow, if by [***] of any calendar year during the term of this Agreement, commencing [***], the Board of Executive Officers Directors and the Members Shareholders have not approved and agreed upon a Business Plan for the upcoming Fiscal Year, then any Member Shareholder may refer the dispute to the Management Representatives Committee for a decision, which decision shall be final and binding on the Company and the MembersShareholders. If a decision is reached by agreement of the Management RepresentativesCommittee, such decision shall be implemented by the Company. Should no decision be reached within ninety (90) days after submission of the matter to the Management RepresentativesCommittee, and unless the Members Shareholders have agreed to continue operations under the most recently approved Business Plan until a new Business Plan is approved, then within ten (10) Business Days thereafter any Member Shareholder may elect by written notice to all other Members Shareholders to declare a deadlock (“Deadlock”), except with respect to any issue where the Master Agreement expressly prohibits declaration of a Deadlock. (d) If demand for both Members’ Shareholder’s NAND Flash Memory Products is significantly below expectations, they shall address the matter as contemplated in Section 6.6(b)(ii6.7(b)(ii) of the Master Agreement. (e) Within thirty (30) days after a Member Shareholder has notified the other Member Shareholder of a Deadlock, either Member Shareholder (the “Initiating MemberShareholder”) may submit to the other Member Shareholder (the “Responding MemberShareholder”) a written irrevocable notice (the “Deadlock Dissolution Notice”) to the effect that the Initiating Member Shareholder offers to sell to the Responding Member Shareholder or its designee the Initiating MemberShareholder’s Interests Shares for a cash payment, by wire transfer of immediately available Japanese Yen, in an amount equal to the [***] as of the date of such transaction multiplied by the Initiating MemberShareholder’s Percentage as of such date. (f) The Responding Member Shareholder may accept such offer by written response to the Initiating Member Shareholder within forty-five (45) days of receipt of the Deadlock Dissolution Notice indicating that the Responding Member Shareholder elects to purchase the Interests Shares of the Initiating MemberShareholder. If the Responding Member Shareholder declines to exercise its right to purchase the Interests Shares of the Initiating Member Shareholder pursuant to this Section 10.3 or fails to respond to such Deadlock Dissolution Notice (or if both Members Shareholders submit Deadlock Dissolution Notices), the Company shall be dissolved pursuant to Section 11.1(d) (Events of Dissolution), at the end of a one-year period for the wind-down of operations commencing with the receipt of the Deadlock Dissolution Notice by the Responding MemberShareholder. During such one-year period, the Company’s business shall be conducted in accordance with the most recently approved Business Plan except that additional capital expenditures will not be made except as required for line maintenance.

Dispute Resolution; Deadlock. (a) The Members Shareholders shall endeavor to settle, through their respective designees to the Board of Executive OfficersDirectors, any disputes disputes· which may arise between them, including without limitation, failure by the Board of Executive Officers Directors to reach agreement (or failure to take a vote) on any matter requiring Executive Officers Directors approval pursuant to Section 5.1(d) (Matters Requiring the Approval of the Board of Executive OfficersDirectors). The Members Shareholders shall attempt to resolve the issue or proposed action in question, to the extent practicable, in a manner consistent with the Company’s 's most recently approved Business Plan, unless the issue in dispute is the adoption of a new Business Plan, in which case, except as provided for in Section 6.3 of the Master Agreement, case the provisions of Sections 10.3(c), (e) and (f) shall apply. (b) If (i) the Members Shareholders are unable to agree on any matter requiring the approval of the Members Shareholders pursuant to Section 4.1(a4.l(a) (Matters Requiring the Approval of the MembersShareholders), (ii) the Board of Executive Officers Directors is unable to agree on any matter requiring the approval of the Board of Executive Officers Directors pursuant to Section 5.1(d5.1 (d) (Matters Requiring the Approval of the Board of Executive OfficersDirectors) (other than the approval of any Business Plan, with respect to which the failure to agree shall be governed by Sections 10.3(c), (e) and (f)) or (iii) the Members Shareholders or the Board of Executive Officers Directors are otherwise unable to resolve a dispute on any other item (other than the approval of any Business Plan, with respect to which the failure to agree shall be governed by Sections 10.3(c), (e) and (f)), then any Member Shareholder may bring the matter to the attention of the General Manager Memory Division, Semiconductor Company of Toshiba, and the Chief Operating Officer of SanDisk (the “"Designated Individuals”"), who will attempt to find a resolution. If the matter has not been resolved within thirty (30) days of referral to the Designated Individuals, the matter will be referred refe11·ed to the Management Representatives Committee for a final decision, which decision will be final and binding on the Company and the Members Shareholders with respect to any matter specified in Sections 10.3(b)(i) and (ii) above. If an agreement is reached by the Management RepresentativesCommittee, the mutually agreed resolution shall be implemented by the Company. Should no solution be agreed upon within thirty (30) days after submission of the matter to the Management Representatives Committee with respect to the matters specified in (iii) above, such matter shall be submitted to arbitration in accordance with Section 2.5 of the Appendix A. A·. Should no solution be agreed upon within sixty (60) days after submission of the matter to the Management Representatives Committee with respect to the matters specified in Sections 10.3(b)(i) and (ii) above, then the action for which approval was requested will not occur, unless it is already included in the most recently approved Business Plan, subject to Section 6.5 of the Master Agreement. (c) Except as provided below and subject to Section 6.3 of the Master Agreementbelow, if by [***] of any calendar year during the term of this Agreement, commencing [***], the Board of Executive Officers Directors and the Members Shareholders have not approved and agreed upon a Business Plan for the upcoming Fiscal Year, then any Member Shareholder may refer the dispute to the Management Representatives Committee for a decision, which decision shall be final and binding on the Company and the MembersShareholders. If a decision is reached by agreement of the Management RepresentativesCommittee, such decision shall be implemented by the Company. Should no decision be reached within ninety (90) days after submission of the matter to the Management RepresentativesCommittee, and unless the Members Shareholders have agreed to continue operations under the most recently approved Business Plan until a new Business Plan is approved, then within ten (10) Business Days thereafter any Member Shareholder may elect by written notice to all other Members Shareholders to declare a deadlock (“"Deadlock”"), except with respect to any issue where the Master Agreement expressly prohibits declaration of a Deadlock. (d) If demand for both Members’ Shareholder's NAND Flash Memory Products is significantly below expectations, they shall address the matter as contemplated in Section 6.6(b)(ii6.7(b)(ii) of the Master Agreement. (e) Within thirty (30) days after a Member Shareholder has notified :the other Member Shareholder of a Deadlock, either Member Shareholder (the “"Initiating Member”Shareholder") may submit to the other Member Shareholder (the “"Responding Member”Shareholder") a written irrevocable notice (the “"Deadlock Dissolution Notice”") to the effect that the Initiating Member Shareholder offers to sell to the Responding Member Shareholder or its designee the Initiating Member’s Interests Shareholder's Shares for a cash payment, by wire transfer of immediately available Japanese Yen, in an amount equal to the [***] as of the date of such transaction multiplied by the Initiating Member’s Shareholder's Percentage as of such date. (f) The Responding Member Shareholder may accept such offer by written response to the Initiating Member Shareholder within forty-five forty"-five (45) days of receipt of the Deadlock Dissolution Notice indicating that the Responding Member Shareholder elects to purchase the Interests Shares of the Initiating MemberShareholder. If the Responding Member Shareholder declines to exercise its right to purchase the Interests Shares of the Initiating Member Shareholder pursuant to this Section 10.3 or fails to respond to such Deadlock Dissolution Notice (or if both Members Shareholders submit Deadlock Dissolution Notices), the Company shall be dissolved pursuant to Section 11.1(d) (Events of Dissolution), at the end of a one-year period for the wind-down of operations commencing with the receipt of the Deadlock Dissolution Notice by the Responding MemberShareholder. During such one-year period, the Company’s 's business shall be conducted in accordance with the most recently approved Business Plan except that additional capital expenditures will not be made except as required for line maintenance.

Dispute Resolution; Deadlock. (a) The Members shall endeavor to settle, through their respective designees to the Board of Executive Officers, any disputes which may arise between them, including without limitation, failure by the Board of Executive Officers to reach agreement (or failure to take a vote) on any matter requiring Executive Officers approval pursuant to Section 5.1(d) (Matters Requiring the Approval of the Board of Executive Officers). The Members shall attempt to resolve the issue or proposed action in question, to the extent practicable, in a manner consistent with the Company’s most recently approved Business Plan, unless the issue in dispute is the adoption of a new Business Plan, in which case, except as provided for in Section 6.3 of the Master Agreement, the provisions of Sections 10.3(c), (e) and (f) shall apply. (b) If (i) the Members are unable to agree on any matter requiring the approval of the Members pursuant to Section 4.1(a) (Matters Requiring the Approval of the Members), (ii) the Board of Executive Officers is unable to agree on any matter requiring the approval of the Board of Executive Officers pursuant to Section 5.1(d) (Matters Requiring the Approval of the Board of Executive Officers) (other than the approval of any Business Plan, with respect to which the failure to agree shall be governed by Sections 10.3(c), (e) and (f)) or (iii) the Members or the Board of Executive Officers are otherwise unable to resolve a dispute on any other item (other than the approval of any Business Plan, with respect to which the failure to agree shall be governed by Sections 10.3(c), (e) and (f)), then any Member may bring the matter to the attention of the General Manager Memory Division, Semiconductor Company of Toshiba, and the Chief Operating Officer of SanDisk (the “Designated Individuals”), who will attempt to find a resolution. If the matter has not been resolved within thirty (30) days of referral to the Designated Individuals, the matter will be referred to the Management Representatives for a final decision, which decision will be final and binding on the Company and the Members with respect to any matter specified in Sections 10.3(b)(i) and (ii) above. If an agreement is reached by the Management Representatives, the mutually agreed resolution shall be implemented by the Company. Should no solution be agreed upon within thirty (30) days after submission of the matter to the Management Representatives with respect to the matters specified in (iii) above, such matter shall be submitted to arbitration in accordance with Section 2.5 of the Appendix A. Should no solution be agreed upon within sixty (60) days after submission of the matter to the Management Representatives with respect to the matters specified in Sections 10.3(b)(i) and (ii) above, then the action for which approval was requested will not occur, unless it is already included in the most recently approved Business Plan, subject to Section 6.5 of the Master Agreement. (c) Except as provided below and subject to Section 6.3 of the Master Agreement, if by [***] * of any calendar year during the term of this Agreement, commencing [***]*, the Board of Executive Officers and the Members have not approved and agreed upon a Business Plan for the upcoming Fiscal Year, then any Member may refer the dispute to the Management Representatives for a decision, which decision shall be final and binding on the Company and the Members. If a decision is reached by agreement of the Management Representatives, such decision shall be implemented by the Company. Should no decision be reached within ninety (90) days after submission of the matter to the Management Representatives, and unless the Members have agreed to continue operations under the most recently approved Business Plan until a new Business Plan is approved, then within ten (10) Business Days thereafter any Member may elect by written notice to all other Members to declare a deadlock (“Deadlock”), except with respect to any issue where the Master Agreement expressly prohibits declaration of a Deadlock. **** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (d) If demand for both Members’ NAND Flash Memory Products is significantly below expectations, they shall address the matter as contemplated in Section 6.6(b)(ii) of the Master Agreement. (e) Within thirty (30) days after a Member has notified the other Member of a Deadlock, either Member (the “Initiating Member”) may submit to the other Member (the “Responding Member”) a written irrevocable notice (the “Deadlock Dissolution Notice”) to the effect that the Initiating Member offers to sell to the Responding Member or its designee the Initiating Member’s Interests for a cash payment, by wire transfer of immediately available Japanese Yen, in an amount equal to the [***] * as of the date of such transaction multiplied by the Initiating Member’s Percentage as of such date. (f) The Responding Member may accept such offer by written response to the Initiating Member within forty-five (45) days of receipt of the Deadlock Dissolution Notice indicating that the Responding Member elects to purchase the Interests of the Initiating Member. If the Responding Member declines to exercise its right to purchase the Interests of the Initiating Member pursuant to this Section 10.3 or fails to respond to such Deadlock Dissolution Notice (or if both Members submit Deadlock Dissolution Notices), the Company shall be dissolved pursuant to Section 11.1(d) (Events of Dissolution), at the end of a one-year period for the wind-down of operations commencing with the receipt of the Deadlock Dissolution Notice by the Responding Member. During such one-year period, the Company’s business shall be conducted in accordance with the most recently approved Business Plan except that additional capital expenditures will not be made except as required for line maintenance.

Dispute Resolution; Deadlock. (a) The Members Unitholders shall endeavor to settle, through their respective designees to the Board of Executive OfficersDirectors, any disputes which may arise between them, including without limitation, failure by the Board of Executive Officers Directors to reach agreement (or failure to take a vote) on any matter requiring Executive Officers Board of Directors approval pursuant to Section 5.1(d) (Matters Requiring the Approval of the Board of Executive OfficersDirectors). The Members Unitholders shall attempt to resolve the issue or proposed action in question, to the extent practicable, in a manner consistent with the Company’s 's most recently approved Business Plan, unless the issue in dispute is the adoption of a new Business Plan, in which case, except as provided for in Section 6.3 of the Master Agreement, case the provisions of Sections 10.3(c), (e) and (f) shall apply. (b) If (i) the Members Unitholders are unable to agree on any matter requiring the approval of the Members Unitholders pursuant to Section 4.1(a) (Matters Requiring the Approval of the MembersUnitholders), (ii) the Board of Executive Officers Directors is unable to agree on any matter requiring the approval of the Board of Executive Officers Directors pursuant to Section 5.1(d) (Matters Requiring the Approval of the Board of Executive OfficersDirectors) (other than the approval of any Business Plan, with respect to which the failure to agree shall be governed by Sections 10.3(c), (e) and (f)) or (iii) the Members Unitholders or the Board of Executive Officers Directors are otherwise unable to resolve a dispute on any other item (other than the approval of any Business Plan, with respect to which the failure to agree shall be governed by Sections 10.3(c), (e) and (f)), then any Member Unitholder may bring the matter to the attention of the General Manager Memory Division, Semiconductor Company of Toshiba, and the Chief Operating Officer of SanDisk (the “"Designated Individuals”"), who will attempt to find a resolution. If the matter has not been resolved within thirty (30) days of referral to the Designated Individuals, the matter will be referred to the Management Representatives Committee for a final decision, which decision will be final and binding on the Company and the Members Unitholders with respect to any matter specified in Sections 10.3(b)(i) and (ii) above. If an agreement is reached by the Management RepresentativesCommittee, the mutually agreed resolution shall be implemented by the Company. Should no solution be agreed upon within thirty (30) days after submission of the matter to the Management Representatives Committee with respect to the matters specified in (iii) above, such matter shall be submitted to arbitration in accordance with Section 2.5 of the Appendix A. Should no solution be agreed upon within sixty (60) days after submission of the matter to the Management Representatives Committee with respect to the matters specified in Sections 10.3(b)(i) and (ii) above, then the action for which approval was requested will not occur, unless it is already included in the most recently approved Business Plan, subject to Section 6.5 of the Master Agreement. (c) Except as provided below and subject to Section 6.3 of the Master Agreementbelow, if by [***] of any calendar year during the term of this Agreement, commencing [***], the Board of Executive Officers Directors and the Members Unitholders have not approved and agreed upon a Business Plan for the upcoming Fiscal Year, then any Member Unitholder may refer the dispute to the Management Representatives Committee for a decision, which [***] INDICATES THAT CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24B-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. decision shall be final and binding on the Company and the MembersUnitholders. If a decision is reached by agreement of the Management RepresentativesCommittee, such decision shall be implemented by the Company. Should no decision be reached within ninety (90) days after submission of the matter to the Management RepresentativesCommittee, and unless the Members Unitholders have agreed to continue operations under the most recently approved Business Plan until a new Business Plan is approved, then within ten (10) Business Days thereafter any Member Unitholder may elect by written notice to all other Members Unitholders to declare a deadlock (“"Deadlock”"), except with respect to any issue where the Master Agreement expressly prohibits declaration of a Deadlock. (d) If demand for both Members’ Unitholder's NAND Flash Memory Products is significantly below expectations, they shall address the matter as contemplated in Section 6.6(b)(ii6.5(b)(ii) of the Master Agreement. (e) Within thirty (30) days after a Member Unitholder has notified the other Member Unitholder of a Deadlock, either Member Unitholder (the “"Initiating Member”Unitholder") may submit to the other Member Unitholder (the “"Responding Member”Unitholder") a written irrevocable notice (the “"Deadlock Dissolution Notice”") to the effect that the Initiating Member Unitholder offers to sell to the Responding Member Unitholder or its designee the Initiating Member’s Interests Unitholder's Units for a cash payment, by wire transfer of immediately available Japanese Yen, in an amount equal to the [***] as of the date of such transaction multiplied by the Initiating Member’s Unitholder's Percentage as of such date. (f) The Responding Member Unitholder may accept such offer by written response to the Initiating Member Unitholder within forty-five (45) days of receipt of the Deadlock Dissolution Notice indicating that the Responding Member Unitholder elects to purchase the Interests Units of the Initiating MemberUnitholder. If the Responding Member Unitholder declines to exercise its right to purchase the Interests Units of the Initiating Member Unitholder pursuant to this Section 10.3 or fails to respond to such Deadlock Dissolution Notice (or if both Members Unitholders submit Deadlock Dissolution Notices), the Company shall be dissolved pursuant to Section 11.1(d) (Events of Dissolution), at the end of a one-year period for the wind-down of operations commencing with the receipt of the Deadlock Dissolution Notice by the Responding MemberUnitholder. During such one-year period, the Company’s 's business shall be conducted in accordance with the most recently approved Business Plan except that additional capital expenditures will not be made except as required for line maintenance.

Dispute Resolution; Deadlock. (a) The Members Unitholders shall endeavor to settle, through their respective designees to the Board of Executive OfficersDirectors, any disputes which may arise between them, including without limitation, failure by the Board of Executive Officers Directors to reach agreement (or failure to take a vote) on any matter requiring Executive Officers Board of Directors approval pursuant to Section 5.1(d) (Matters Requiring the Approval of the Board of Executive OfficersDirectors). The Members Unitholders shall attempt to resolve the issue or proposed action in question, to the extent practicable, in a manner consistent with the Company’s most recently approved Business Plan, unless the issue in dispute is the adoption of a new Business Plan, in which case, except as provided for in Section 6.3 of the Master Agreement, case the provisions of Sections 10.3(c), (e) and (f) shall apply. (b) If (i) the Members Unitholders are unable to agree on any matter requiring the approval of the Members Unitholders pursuant to Section 4.1(a) (Matters Requiring the Approval of the MembersUnitholders), (ii) the Board of Executive Officers Directors is unable to agree on any matter requiring the approval of the Board of Executive Officers Directors pursuant to Section 5.1(d) (Matters Requiring the Approval of the Board of Executive OfficersDirectors) (other than the approval of any Business Plan, with respect to which the failure to agree shall be governed by Sections 10.3(c), (e) and (f)) or (iii) the Members Unitholders or the Board of Executive Officers Directors are otherwise unable to resolve a dispute on any other item (other than the approval of any Business Plan, with respect to which the failure to agree shall be governed by Sections 10.3(c), (e) and (f)), then any Member Unitholder may bring the matter to the attention of the General Manager Memory Division, Semiconductor Company of Toshiba, and the Chief Operating Officer of SanDisk (the “Designated Individuals”), who will attempt to find a resolution. If the matter has not been resolved within thirty (30) days of referral to the Designated Individuals, the matter will be referred to the Management Representatives Committee for a final decision, which decision will be final and binding on the Company and the Members Unitholders with respect to any matter specified in Sections 10.3(b)(i) and (ii) above. If an agreement is reached by the Management RepresentativesCommittee, the mutually agreed resolution shall be implemented by the Company. Should no solution be agreed upon within thirty (30) days after submission of the matter to the Management Representatives Committee with respect to the matters specified in (iii) above, such matter shall be submitted to arbitration in accordance with Section 2.5 of the Appendix A. Should no solution be agreed upon within sixty (60) days after submission of the matter to the Management Representatives Committee with respect to the matters specified in Sections 10.3(b)(i) and (ii) above, then the action for which approval was requested will not occur, unless it is already included in the most recently approved Business Plan, subject to Section 6.5 of the Master Agreement. (c) Except as provided below and subject to Section 6.3 of the Master Agreementbelow, if by [***] of any calendar year during the term of this Agreement, commencing [***], the Board of Executive Officers Directors and the Members Unitholders have not approved and agreed upon a Business Plan for the upcoming Fiscal Year, then any Member Unitholder may refer the dispute to the Management Representatives Committee for a decision, which decision shall be final and binding on the Company and the MembersUnitholders. If a decision is reached by agreement of the Management RepresentativesCommittee, such decision shall be implemented by the Company. Should no decision be reached within ninety (90) days after submission of the matter to the Management RepresentativesCommittee, and unless the Members Unitholders have agreed to continue operations under the most recently approved Business Plan until a new Business Plan is approved, then within ten (10) Business Days thereafter any Member Unitholder may elect by written notice to all other Members Unitholders to declare a deadlock (“Deadlock”), except with respect to any issue where the Master Agreement expressly prohibits declaration of a Deadlock. (d) If demand for both Members’ Unitholder’s NAND Flash Memory Products is significantly below expectations, they shall address the matter as contemplated in Section 6.6(b)(ii6.5(b)(ii) of the Master Agreement. (e) Within thirty (30) days after a Member Unitholder has notified the other Member Unitholder of a Deadlock, either Member Unitholder (the “Initiating MemberUnitholder”) may submit to the other Member Unitholder (the “Responding MemberUnitholder”) a written irrevocable notice (the “Deadlock Dissolution Notice”) to the effect that the Initiating Member Unitholder offers to sell to the Responding Member Unitholder or its designee the Initiating MemberUnitholder’s Interests Units for a cash payment, by wire transfer of immediately available Japanese Yen, in an amount equal to the [***] as of the date of such transaction multiplied by the Initiating MemberUnitholder’s Percentage as of such date. (f) The Responding Member Unitholder may accept such offer by written response to the Initiating Member Unitholder within forty-five (45) days of receipt of the Deadlock Dissolution Notice indicating that the Responding Member Unitholder elects to purchase the Interests Units of the Initiating MemberUnitholder. If the Responding Member Unitholder declines to exercise its right to purchase the Interests Units of the Initiating Member Unitholder pursuant to this Section 10.3 or fails to respond to such Deadlock Dissolution Notice (or if both Members Unitholders submit Deadlock Dissolution Notices), the Company shall be dissolved pursuant to Section 11.1(d) (Events of Dissolution), at the end of a one-year period for the wind-down of operations commencing with the receipt of the Deadlock Dissolution Notice by the Responding MemberUnitholder. During such one-year period, the Company’s business shall be conducted in accordance with the most recently approved Business Plan except that additional capital expenditures will not be made except as required for line maintenance.

Dispute Resolution; Deadlock. (a) The Members Shareholders shall endeavor to settle, through their respective designees to the Board of Executive OfficersDirectors, any disputes which may arise between them, including without limitation, failure by the Board of Executive Officers Directors to reach agreement (or failure to take a vote) on any matter requiring Executive Officers Directors approval pursuant to Section 5.1(d) (Matters Requiring the Approval of the Board of Executive OfficersDirectors). The Members Shareholders shall attempt to resolve the issue or proposed action in question, to the extent practicable, in a manner consistent with the Company’s most recently approved Business Plan, unless the issue in dispute is the adoption of a new Business Plan, in which case, except as provided for in Section 6.3 of the Master Agreement, case the provisions of Sections 10.3(c), (e) and (f) shall apply. (b) If (i) the Members Shareholders are unable to agree on any matter requiring the approval of the Members Shareholders pursuant to Section 4.1(a) (Matters Requiring the Approval of the MembersShareholders), (ii) the Board of Executive Officers Directors is unable to agree on any matter requiring the approval of the Board of Executive Officers Directors pursuant to Section 5.1(d) (Matters Requiring the Approval of the Board of Executive OfficersDirectors) (other than the approval of any Business Plan, with respect to which the failure to agree shall be governed by Sections 10.3(c), (e) and (f)) or (iii) the Members Shareholders or the Board of Executive Officers Directors are otherwise unable to resolve a dispute on any other item (other than the approval of any Business Plan, with respect to which the failure to agree shall be governed by Sections 10.3(c), (e) and (f)), then any Member Shareholder may bring the matter to the attention of the General Manager Memory Division, Semiconductor Company of Toshiba, and the Chief Operating Officer of SanDisk (the “Designated Individuals”), who will attempt to find a resolution. If the matter has not been resolved within thirty (30) days of referral to the Designated Individuals, the matter will be referred to the Management Representatives Committee for a final decision, which decision will be final and binding on the Company and the Members Shareholders with respect to any matter specified in Sections 10.3(b)(i) and (ii) above. If an agreement is reached by the Management RepresentativesCommittee, the mutually agreed resolution shall be implemented by the Company. Should no solution be agreed upon within thirty (30) days after submission of the matter to the Management Representatives Committee with respect to the matters specified in (iii) above, such matter shall be submitted to arbitration in accordance with Section 2.5 of the Appendix A. Should no solution be agreed upon within sixty (60) days after submission of the matter to the Management Representatives Committee with respect to the matters specified in Sections 10.3(b)(i) and (ii) above, then the action for which approval was EXECUTION VERSION requested will not occur, unless it is already included in the most recently approved Business Plan, subject to Section 6.5 of the Master Agreement. (c) Except as provided below and subject to Section 6.3 of the Master Agreementbelow, if by [***] of any calendar year during the term of this Agreement, commencing [***], the Board of Executive Officers Directors and the Members Shareholders have not approved and agreed upon a Business Plan for the upcoming Fiscal Year, then any Member Shareholder may refer the dispute to the Management Representatives Committee for a decision, which decision shall be final and binding on the Company and the MembersShareholders. If a decision is reached by agreement of the Management RepresentativesCommittee, such decision shall be implemented by the Company. Should no decision be reached within ninety (90) days after submission of the matter to the Management RepresentativesCommittee, and unless the Members Shareholders have agreed to continue operations under the most recently approved Business Plan until a new Business Plan is approved, then within ten (10) Business Days thereafter any Member Shareholder may elect by written notice to all other Members Shareholders to declare a deadlock (“Deadlock”), except with respect to any issue where the Master Agreement expressly prohibits declaration of a Deadlock. (d) If demand for both Members’ Shareholder’s NAND Flash Memory Products is significantly below expectations, they shall address the matter as contemplated in Section 6.6(b)(ii6.7(b)(ii) of the Master Agreement. (e) Within thirty (30) days after a Member Shareholder has notified the other Member Shareholder of a Deadlock, either Member Shareholder (the “Initiating MemberShareholder”) may submit to the other Member Shareholder (the “Responding MemberShareholder”) a written irrevocable notice (the “Deadlock Dissolution Notice”) to the effect that the Initiating Member Shareholder offers to sell to the Responding Member Shareholder or its designee the Initiating MemberShareholder’s Interests Shares for a cash payment, by wire transfer of immediately available Japanese Yen, in an amount equal to the [***] as of the date of such transaction multiplied by the Initiating MemberShareholder’s Percentage as of such date. (f) The Responding Member Shareholder may accept such offer by written response to the Initiating Member Shareholder within forty-five (45) days of receipt of the Deadlock Dissolution Notice indicating that the Responding Member Shareholder elects to purchase the Interests Shares of the Initiating MemberShareholder. If the Responding Member Shareholder declines to exercise its right to purchase the Interests Shares of the Initiating Member Shareholder pursuant to this Section 10.3 or fails to respond to such Deadlock Dissolution Notice (or if both Members Shareholders submit Deadlock Dissolution Notices), the Company shall be dissolved pursuant to Section 11.1(d) (Events of Dissolution), at the end of a one-year period for the wind-down of operations commencing with the receipt of the Deadlock Dissolution Notice by the Responding MemberShareholder. During such one-year period, the Company’s business shall be conducted in accordance with the most recently approved Business Plan except that additional capital expenditures will not be made except as required for line maintenance.

Dispute Resolution; Deadlock. (a) The Members Shareholders shall endeavor to settle, through their respective designees to the Board of Executive OfficersDirectors, any disputes disputes· which may arise between them, including without limitation, failure by the Board of Executive Officers Directors to reach agreement (or failure to take a vote) on any matter requiring Executive Officers Directors approval pursuant to Section 5.1(d) (Matters Requiring the Approval of the Board of Executive OfficersDirectors). The Members Shareholders shall attempt to resolve the issue or proposed action in question, to the extent practicable, in a manner consistent with the Company’s most recently approved Business Plan, unless the issue in dispute is the adoption of a new Business Plan, in which case, except as provided for in Section 6.3 of the Master Agreement, case the provisions of Sections 10.3(c), (e) and (f) shall apply. (b) If (i) the Members Shareholders are unable to agree on any matter requiring the approval of the Members Shareholders pursuant to Section 4.1(a4.l(a) (Matters Requiring the Approval of the MembersShareholders), (ii) the Board of Executive Officers Directors is unable to agree on any matter requiring the approval of the Board of Executive Officers Directors pursuant to Section 5.1(d5.1 (d) (Matters Requiring the Approval of the Board of Executive OfficersDirectors) (other than the approval of any Business Plan, with respect to which the failure to agree shall be governed by Sections 10.3(c), (e) and (f)) or (iii) the Members Shareholders or the Board of Executive Officers Directors are otherwise unable to resolve a dispute on any other item (other than the approval of any Business Plan, with respect to which the failure to agree shall be governed by Sections 10.3(c), (e) and (f)), then any Member Shareholder may bring the matter to the attention of the General Manager Memory Division, Semiconductor Company of Toshiba, and the Chief Operating Officer of SanDisk (the “Designated Individuals”), who will attempt to find a resolution. If the matter has not been resolved within thirty (30) days of referral to the Designated Individuals, the matter will be referred to the Management Representatives Committee for a final decision, which decision will be final and binding on the Company and the Members Shareholders with respect to any matter specified in Sections 10.3(b)(i) and (ii) above. If an agreement is reached by the Management RepresentativesCommittee, the mutually agreed resolution shall be implemented by the Company. Should no solution be agreed upon within thirty (30) days after submission of the matter to the Management Representatives Committee with respect to the matters specified in (iii) above, such matter shall be submitted to arbitration in accordance with Section 2.5 of the Appendix A. A·. Should no solution be agreed upon within sixty (60) days after submission of the matter to the Management Representatives Committee with respect to the matters specified in Sections 10.3(b)(i) and (ii) above, then the action for which approval was requested will not occur, unless it is already included in the most recently approved Business Plan, subject to Section 6.5 of the Master Agreement. (c) Except as provided below and subject to Section 6.3 of the Master Agreementbelow, if by [***] of any calendar year during the term of this Agreement, commencing [***], the Board of Executive Officers Directors and the Members Shareholders have not approved and agreed upon a Business Plan for the upcoming Fiscal Year, then any Member Shareholder may refer the dispute to the Management Representatives Committee for a decision, which decision shall be final and binding on the Company and the MembersShareholders. If a decision is reached by agreement of the Management RepresentativesCommittee, such decision shall be implemented by the Company. Should no decision be reached within ninety (90) days after submission of the matter to the Management RepresentativesCommittee, and unless the Members Shareholders have agreed to continue operations under the most recently approved Business Plan until a new Business Plan is approved, then within ten (10) Business Days thereafter any Member Shareholder may elect by written notice to all other Members Shareholders to declare a deadlock (“Deadlock”), except with respect to any issue where the Master Agreement expressly prohibits declaration of a Deadlock. (d) If demand for both Members’ Shareholder’s NAND Flash Memory Products is significantly below expectations, they shall address the matter as contemplated in Section 6.6(b)(ii6.7(b)(ii) of the Master Agreement. (e) Within thirty (30) days after a Member Shareholder has notified :the other Member Shareholder of a Deadlock, either Member Shareholder (the “Initiating MemberShareholder”) may submit to the other Member Shareholder (the “Responding MemberShareholder”) a written irrevocable notice (the “Deadlock Dissolution Notice”) to the effect that the Initiating Member Shareholder offers to sell to the Responding Member Shareholder or its designee the Initiating MemberShareholder’s Interests Shares for a cash payment, by wire transfer of immediately available Japanese Yen, in an amount equal to the [***] as of the date of such transaction multiplied by the Initiating MemberShareholder’s Percentage as of such date. (f) The Responding Member Shareholder may accept such offer by written response to the Initiating Member Shareholder within forty-five forty”-five (45) days of receipt of the Deadlock Dissolution Notice indicating that the Responding Member Shareholder elects to purchase the Interests Shares of the Initiating MemberShareholder. If the Responding Member Shareholder declines to exercise its right to purchase the Interests Shares of the Initiating Member Shareholder pursuant to this Section 10.3 or fails to respond to such Deadlock Dissolution Notice (or if both Members Shareholders submit Deadlock Dissolution Notices), the Company shall be dissolved pursuant to Section 11.1(d) (Events of Dissolution), at the end of a one-year period for the wind-down of operations commencing with the receipt of the Deadlock Dissolution Notice by the Responding MemberShareholder. During such one-year period, the Company’s business shall be conducted in accordance with the most recently approved Business Plan except that additional capital expenditures will not be made except as required for line maintenance.