Common use of Resolution of Deadlock Clause in Contracts

Resolution of Deadlock. (i) At any time between commencement of the CEO Meeting Period and thirty (30) days after the occurrence of Deadlock, the Member that sent the Deadlock Notice (the “First Member”) may serve a written notice requesting the determination of the Deadlock Offer Price, and the Parties will then determine the Deadlock Offer Price in accordance with Section 8.01(c) below and as set forth in the definition of “Fair Market Value” below. (ii) The First Member may, at any time during the ten (10) days following the later to occur of Deadlock or determination of the Deadlock Offer Price, serve a written notice (the “Offer Notice”) of its offer to purchase the entire Company Interest and Percentage Interest of the other Member (the “Second Member”) for the price provided for in Section 8.01(c) below (the “Deadlock Offer Price”). Such offer contained in the Offer Notice shall lapse forty-five (45) days after the Offer Notice is delivered to the Second Member. (iii) If the offer contained in the Offer Notice is not accepted before it lapses, the Second Member will be deemed to have served an Offer Notice to the First Member indicating the Second Member’s offer to purchase the First Member’s entire Company Interests and Percentage Interest at the Deadlock Offer Price, and the First Member shall be deemed to have accepted such offer at the end of the forty-five (45) day period after the Offer Notice was delivered to the Second Member under (i) above. (iv) Any sale of Company Interests and Percentage Interest pursuant to this Section 8.01(b) shall be effective within thirty (30) days of the date of acceptance or deemed acceptance and the Member acquiring Company Interests and Percentage Interest from the selling Member shall deliver and pay to such selling Member (in U.S. Dollars) the Deadlock Offer Price for such Company Interests and Percentage Interest pursuant to this Section 8.01(b) and the selling Member shall deliver to the purchasing Member evidence of receipt of such payment and evidence of sale of such Company Interests as is reasonably satisfactory to the purchasing Member, and the Company shall pay any amount due under Section 5.07(d).

Resolution of Deadlock. (ia) At If the Members are unable to agree upon any time between commencement Major Decision with respect to an Investment for more than fifteen (15) days (such fifteen day period, the “Deadlock Notice Period”) following delivery of written notice from one to the other of the CEO Meeting Period and thirty existence of a deadlock (30) days after the occurrence of Deadlockeach, the Member that sent the a “Deadlock Notice (the “First MemberNotice”) may serve a written notice requesting then Ashford shall have the determination of right to purchase the Deadlock Offer Price, and Investor’s indirect interest in the Parties will then determine the Deadlock Offer Price Subsidiary holding such Investment in accordance with the terms of this Section 8.01(c) below and as set forth 7.05. Ashford shall notify the Investor in the definition writing of “Fair Market Value” below. (ii) The First Member may, at any time during the its election within ten (10) days following the later to occur of Deadlock or determination expiration of the Deadlock Offer Price, serve a written notice Notice Period (the “Offer NoticeAshford Election Period”), and such written notice shall be accompanied by a non-refundable deposit in the amount of five percent (5 %) of its offer the Put Purchase Price payable by Ashford as determined pursuant to Section 7.05(c). Ashford shall thereafter close on the acquisition of the Investor’s indirect interest in such Subsidiary on such date as is specified in the Ashford Election, which shall not be more than seventy-five (75) days nor earlier than twenty (20) days following the expiration of the Deadlock Notice Period, all in accordance with the terms of Section 7.02 as if Ashford were the acquiring Member. Any failure by Ashford to deliver the Ashford Election within the Ashford Election Period shall constitute an election not to acquire the Investor’s indirect interest in such Subsidiary. (b) If Ashford elects not or is deemed to have elected not to acquire Investor’s indirect interest in such Subsidiary, then: (i) the Investor shall have the right to purchase the entire Company Interest and Percentage Interest Ashford’s indirect interest in the Subsidiary holding such Investment provided it notifies Ashford in writing of its election within ten (10) days following the other Member Ashford Election Period (the “Second MemberInvestor Election”) for and such written notice shall be accompanied by a non-refundable deposit in the price provided for in amount of five percent (5%) of the Put Purchase Price payable by Investor as determined pursuant to Section 8.01(c) below (the “Deadlock Offer Price”7.05(c). Such offer contained Investor shall thereafter close on the acquisition of Ashford’s indirect interest in such Subsidiary on such date as is specified in the Offer Notice Investor Notice, which shall lapse fortynot be more than seventy-five (4575) days after nor earlier than twenty (20) days following the Offer expiration of the Deadlock Notice is delivered Period, all in accordance with the terms of Section 7.02 as if Investor were the acquiring Member; or (ii) If Investor has not elected to purchase Ashford’s indirect interest in such Subsidiary, then Investor shall have the right to make all decisions with respect to the Second Member. (iii) If Investment that was the offer contained in the Offer Notice is not accepted before it lapses, the Second Member will be deemed to have served an Offer Notice to the First Member indicating the Second Member’s offer to purchase the First Member’s entire Company Interests and Percentage Interest at subject of the Deadlock Offer PriceNotice without any of them constituting a Major Decision or otherwise in any way requiring Ashford’s approval, and the First Member Investor shall be deemed have the right to have accepted such offer at cause the end of the forty-five (45) day period after the Offer Notice was delivered applicable Subsidiary to the Second Member under (i) above. (iv) Any sale of Company Interests and Percentage Interest retain a special loan servicer pursuant to this Section 8.01(b) shall be effective within thirty (30) days of a loan servicing agreement to assist in the date of acceptance or deemed acceptance and the Member acquiring Company Interests and Percentage Interest from the selling Member shall deliver and pay to such selling Member (in U.S. Dollars) the Deadlock Offer Price for such Company Interests and Percentage Interest pursuant to this Section 8.01(b) and the selling Member shall deliver to the purchasing Member evidence of receipt handling of such payment Investment, including any and evidence of sale of such Company Interests as is reasonably satisfactory to the purchasing Member, and the Company shall pay any amount due under Section 5.07(d)all enforcement activities in connection therewith.

Resolution of Deadlock. (i) At any time between commencement of If a Deadlock occurs, either Member may call for a non-binding mediation to take place to attempt to break the CEO Meeting Period and thirty (30) days after Deadlock. Any such mediation would be conducted according to the occurrence of rules set forth in Section 13.14. If such mediation does not resolve the Deadlock, the Member that sent Members may agree to submit the Deadlock Notice (to a binding arbitration, in which case such arbitration would be conducted according to rules as agreed to by the “First Member”) may serve Members and in a written notice requesting venue as agreed to by the determination of Members. If the Members do not submit the Deadlock Offer Price, and the Parties will then determine the Deadlock Offer Price in accordance with Section 8.01(c) below and as set forth in the definition of “Fair Market Value” below. (ii) The First Member may, at any time during the ten (10) days following the later to occur of Deadlock or determination of the Deadlock Offer Price, serve a written notice (the “Offer Notice”) of its offer to purchase the entire Company Interest and Percentage Interest of the other Member (the “Second Member”) for the price provided for in Section 8.01(c) below (the “Deadlock Offer Price”). Such offer contained in the Offer Notice shall lapse forty-five (45) days after the Offer Notice is delivered to the Second Member. (iii) If the offer contained in the Offer Notice is not accepted before it lapses, the Second Member will be deemed to have served an Offer Notice to the First Member indicating the Second Member’s offer to purchase the First Member’s entire Company Interests and Percentage Interest at the Deadlock Offer Price, and the First Member shall be deemed to have accepted such offer at the end of the forty-five (45) day period after the Offer Notice was delivered to the Second Member under (i) above. (iv) Any sale of Company Interests and Percentage Interest pursuant to this Section 8.01(b) shall be effective binding arbitration within thirty (30) days of the date conclusion of acceptance or deemed acceptance the mediation, then each Member (for this purpose, the “First Member”) shall have the option (the “Buy-Sell Option”), for a period of sixty (60) days immediately following the end of such thirty (30) day period (the “Option Period”), to give written notice to the other Member (for this purpose, the “Second Member”) that the First Member is willing to purchase all of the Membership Interest then owned by such Second Member (the “Offer”). In the event neither Member elects to exercise the Buy-Sell Option within the Option Period, the LLC shall be dissolved in accordance with the provisions of Article XII. In the event either Member elects to exercise the Buy-Sell Option within the Option Period, the chief executive officers of the First Member and the Member acquiring Company Interests and Percentage Interest from the selling Second Member shall deliver then promptly agree in good faith upon and pay engage an independent, third party appraiser to such selling value the LLC and each Member’s respective Membership Interest. Such Person shall not have previously represented or provided services to either the First Member (in U.S. Dollars) or Second Member, unless otherwise agreed by the Deadlock Offer Price for such Company Interests and Percentage Interest pursuant to this Section 8.01(b) and Members. The appraisal costs shall be split equally between the selling Members. The Second Member shall deliver have the option, for thirty (30) days after delivery of the appraiser’s determination of the value of the LLC (the “Election Period”), to elect to purchase all of the First Member’s Membership Interest for the price and on the terms specified in the Offer, adjusted so that the price is no lower than the value of the First Member’s Membership Interest as determined by the appraiser. In the event the Second Member fails to elect to purchase all of the First Member’s Membership Interest within the Election Period, then the Second Member shall sell its entire Membership Interest to the purchasing First Member evidence for the price and on the terms specified in the Offer, adjusted so that the price is no lower than the value of receipt the Second Members’ Membership Interest as determined by the appraiser. The applicable purchase and sale shall be completed within six (6) months of such payment and evidence of sale of such Company Interests as the date the Offer is reasonably satisfactory delivered to the purchasing Second Member, and the Company shall pay any amount due under Section 5.07(d).

Resolution of Deadlock. (ia) At If the Members are unable to agree upon any time between commencement Major Decision with respect to an Investment for more than fifteen (15) days (such fifteen day period, the “Deadlock Notice Period”) following delivery of written notice from one to the other of the CEO Meeting Period and thirty existence of a deadlock (30) days after the occurrence of Deadlockeach, the Member that sent the a “Deadlock Notice (the “First MemberNotice”) may serve a written notice requesting then Ashford shall have the determination of right to purchase the Deadlock Offer Price, and Investor’s indirect interest in the Parties will then determine the Deadlock Offer Price Subsidiary holding such Investment in accordance with the terms of this Section 8.01(c) below and as set forth 7.05. Ashford shall notify the Investor in the definition writing of “Fair Market Value” below. (ii) The First Member may, at any time during the its election within ten (10) days following the later to occur of Deadlock or determination expiration of the Deadlock Offer Price, serve a written notice Notice Period (the “Offer NoticeAshford Election Period”), and such written notice shall be accompanied by a non-refundable deposit in the amount of five percent (5%) of its offer the Put Purchase Price payable by Ashford as determined pursuant to Section 7.05(c). Ashford shall thereafter close on the acquisition of the Investor’s indirect interest in such Subsidiary on such date as is specified in the Ashford Election, which shall not be more than seventy-five (75) days nor earlier than twenty (20) days following the expiration of the Deadlock Notice Period, all in accordance with the terms of Section 7.02 as if Ashford were the acquiring Member. Any failure by Ashford to deliver the Ashford Election within the Ashford Election Period shall constitute an election not to acquire the Investor’s indirect interest in such Subsidiary. (b) If Ashford elects not or is deemed to have elected not to acquire Investor’s indirect interest in such Subsidiary, then: (i) the Investor shall have the right to purchase the entire Company Interest and Percentage Interest Ashford’s indirect interest in the Subsidiary holding such Investment provided it notifies Ashford in writing of its election within ten (10) days following the other Member Ashford Election Period (the “Second MemberInvestor Election”) for and such written notice shall be accompanied by a non-refundable deposit in the price provided for in amount of five percent (5%) of the Put Purchase Price payable by Investor as determined pursuant to Section 8.01(c) below (the “Deadlock Offer Price”7.05(c). Such offer contained Investor shall thereafter close on the acquisition of Ashford’s indirect interest in such Subsidiary on such date as is specified in the Offer Notice Investor Notice, which shall lapse fortynot be more than seventy-five (4575) days after nor earlier than twenty (20) days following the Offer expiration of the Deadlock Notice is delivered Period, all in accordance with the terms of Section 7.02 as if Investor were the acquiring Member; or (ii) If Investor has not elected to purchase Ashford’s indirect interest in such Subsidiary, then Investor shall have the right to make all decisions with respect to the Second Member. (iii) If Investment that was the offer contained in the Offer Notice is not accepted before it lapses, the Second Member will be deemed to have served an Offer Notice to the First Member indicating the Second Member’s offer to purchase the First Member’s entire Company Interests and Percentage Interest at subject of the Deadlock Offer PriceNotice without any of them constituting a Major Decision or otherwise in any way requiring Ashford’s approval, and the First Member Investor shall be deemed have the right to have accepted such offer at cause the end of the forty-five (45) day period after the Offer Notice was delivered applicable Subsidiary to the Second Member under (i) above. (iv) Any sale of Company Interests and Percentage Interest retain a special loan servicer pursuant to this Section 8.01(b) shall be effective within thirty (30) days of a loan servicing agreement to assist in the date of acceptance or deemed acceptance and the Member acquiring Company Interests and Percentage Interest from the selling Member shall deliver and pay to such selling Member (in U.S. Dollars) the Deadlock Offer Price for such Company Interests and Percentage Interest pursuant to this Section 8.01(b) and the selling Member shall deliver to the purchasing Member evidence of receipt handling of such payment Investment, including any and evidence of sale of such Company Interests as is reasonably satisfactory to the purchasing Member, and the Company shall pay any amount due under Section 5.07(d)all enforcement activities in connection therewith.

Resolution of Deadlock. 12.1 Subject to clause 12.8 if within fourteen (14) days of the service of a Deadlock Notice the Shareholders fail to resolve the dispute to which such Deadlock Notice relates either Shareholder may serve a Deadlock Resolution Notice on the other Shareholder within five (5) Business Days. A Deadlock Resolution Notice is a notice served by a Shareholder on the other in which the server offers, at the price for each Share specified in the notice (in cash and not on deferred terms), either to: (i) At any time between commencement sell all its Shares in the JVCo to the recipient of the CEO Meeting Period and thirty (30) days after the occurrence of Deadlock, the Member that sent the Deadlock Notice (the “First Member”) may serve a written notice requesting the determination of the Deadlock Offer Price, and the Parties will then determine the Deadlock Offer Price in accordance with Section 8.01(c) below and as set forth in the definition of “Fair Market Value” below. notice; or (ii) to buy all the recipient's Shares in the JVCo. 12.2 The First Member mayrecipient of a Deadlock Resolution Notice may choose to do either of the following, at any time during the price for each Share specified in the Deadlock Resolution Notice, by serving a counter-notice within ten (10) days following Business Days of receiving the later to occur Deadlock Resolution Notice: (a) buy all the Shares in the JVCo together with any outstanding Shareholder loans of Deadlock or determination the server of the Deadlock Offer Price, serve a written notice Resolution Notice; or (b) sell all its Shares in the “Offer Notice”) of its offer JVCo together with any outstanding Shareholder loans to purchase the entire Company Interest and Percentage Interest server of the other Member Deadlock Resolution Notice. 12.3 If no counter-notice is served within the period of ten (10) Business Days available, the “Second Member”) for recipient of the price provided for in Section 8.01(c) below (the “Deadlock Offer Price”). Such offer contained in the Offer Notice shall lapse forty-five (45) days after the Offer Resolution Notice is delivered to the Second Member. (iii) If the offer contained in the Offer Notice is not accepted before it lapses, the Second Member will be deemed to have served an Offer Notice to the First Member indicating the Second Member’s offer to purchase the First Member’s entire Company Interests and Percentage Interest at the Deadlock Offer Price, and the First Member shall be deemed to have accepted such the offer in the Deadlock Resolution Notice at the end expiry of that period. 12.4 The service of a counter-notice, or deemed acceptance of the forty-five Deadlock Resolution Notice, shall bind the Shareholders to buy and sell the applicable Shares and Shareholder loans (45as the case may be) day period after provided that the Offer Notice was delivered seller shall warrant that it is selling the applicable Shares and Shareholder loans with full title guarantee and shall provide to the Second Member under (i) above. (iv) Any sale other Shareholder such information and documentation as is reasonably requested to prove good title to the Shares and to enable the other Shareholder to be registered as the holder of Company Interests and Percentage Interest pursuant to this Section 8.01(b) such Shares. The closing of the transaction shall be effective take place within thirty (30) days of from the date of acceptance the counter notice or the date of the deemed acceptance acceptance. 12.5 If both Gunvor and the Member acquiring Company Interests and Percentage Interest from the selling Member shall deliver and pay to such selling Member (in U.S. Dollars) Top Ships serve a Deadlock Resolution Notice under clause 12.1 only the Deadlock Offer Price Resolution Notice containing the highest price per share shall be effective. 12.6 If at the end of the ten (10) Business Day period specified in clause 12.2 neither Top Ships nor Gunvor has served a Deadlock Resolution Notice, either Shareholder may elect by written notice served on the other Shareholder for such Company Interests the JVCo to be wound up in accordance with clause 17. 12.7 References in this clause to Shares held by a Shareholder in the JVCo are to all the Shares in the JVCo held by that Shareholder and Percentage Interest not to some only of those Shares. 12.8 A Shareholder shall not be entitled to serve a Deadlock Resolution Notice pursuant to clause 12.1 in respect of a deadlock which arises in the Lock Up Period (as defined below). However, where a Shareholder is not entitled to serve a Deadlock Resolution Notice pursuant to this Section 8.01(b) clause 12.8 and the selling Member Reserved Matter or Board Reserved Matter in respect of which the deadlock arises is marked as a "Deadlock Matter" in Schedule 1 or Schedule 2 such Shareholder shall deliver be entitled to refer the purchasing Member evidence of receipt of such payment and evidence of sale of such Company Interests as is reasonably satisfactory deadlock to the purchasing Member, arbitration pursuant to clause 37 and the Company arbitrators shall pay any amount due under Section 5.07(d)be asked to make a binding determination on how the deadlock should be resolved in the best interests of the JV Co. Where the Reserved Matter or Board Reserved Matter in respect of which the deadlock arises is not marked as "Deadlock Matter" in Schedule 1 or Schedule 2 there shall be no requirements to resolve the deadlock and the relevant resolution shall not be carried.

Resolution of Deadlock. 12.1 Subject to clause 12.8 if within fourteen (14) days of the service of a Deadlock Notice the Shareholders fail to resolve the dispute to which such Deadlock Notice relates either Shareholder may serve a Deadlock Resolution Notice on the other Shareholder within five (5) Business Days. A Deadlock Resolution Notice is a notice served by a Shareholder on the other in which the server offers, at the price for each Share specified in the notice (in cash and not on deferred terms), either to: (i) At any time between commencement sell all its Shares in the JVCo to the recipient of the CEO Meeting Period and thirty (30) days after the occurrence of Deadlock, the Member that sent the Deadlock Notice (the “First Member”) may serve a written notice requesting the determination of the Deadlock Offer Price, and the Parties will then determine the Deadlock Offer Price in accordance with Section 8.01(c) below and as set forth in the definition of “Fair Market Value” below. notice; or (ii) to buy all the recipient's Shares in the JVCo. 12.2 The First Member mayrecipient of a Deadlock Resolution Notice may choose to do either of the following, at any time during the price for each Share specified in the Deadlock Resolution Notice, by serving a counter-notice within ten (10) days following Business Days of receiving the later to occur Deadlock Resolution Notice: (a) buy all the Shares in the JVCo together with any outstanding Shareholder loans of Deadlock or determination the server of the Deadlock Offer Price, serve a written notice Resolution Notice; or (b) sell all its Shares in the “Offer Notice”) of its offer JVCo together with any outstanding Shareholder loans to purchase the entire Company Interest and Percentage Interest server of the other Member Deadlock Resolution Notice. 12.3 If no counter-notice is served within the period of ten (10) Business Days available, the “Second Member”) for recipient of the price provided for in Section 8.01(c) below (the “Deadlock Offer Price”). Such offer contained in the Offer Notice shall lapse forty-five (45) days after the Offer Resolution Notice is delivered to the Second Member. (iii) If the offer contained in the Offer Notice is not accepted before it lapses, the Second Member will be deemed to have served an Offer Notice to the First Member indicating the Second Member’s offer to purchase the First Member’s entire Company Interests and Percentage Interest at the Deadlock Offer Price, and the First Member shall be deemed to have accepted such the offer in the Deadlock Resolution Notice at the end expiry of that period. 12.4 The service of a counter-notice, or deemed acceptance of the forty-five Deadlock Resolution Notice, shall bind the Shareholders to buy and sell the applicable Shares and Shareholder loans (45as the case may be) day period after provided that the Offer Notice was delivered seller shall warrant that it is selling the applicable Shares and Shareholder loans with full title guarantee and shall provide to the Second Member under (i) above. (iv) Any sale other Shareholder such information and documentation as is reasonably requested to prove good title to the Shares and to enable the other Shareholder to be registered as the holder of Company Interests and Percentage Interest pursuant to this Section 8.01(b) such Shares. The closing of the transaction shall be effective take place within thirty (30) days of from the date of acceptance the counter notice or the date of the deemed acceptance acceptance. 12.5 If both Gunvor and the Member acquiring Company Interests and Percentage Interest from the selling Member shall deliver and pay to such selling Member (in U.S. Dollars) Top Ships serve a Deadlock Resolution Notice under clause 12.1 only the Deadlock Offer Price Resolution Notice containing the highest price per share shall be effective. 12.6 If at the end of the ten (10) Business Day period specified in clause 12.2 neither Top Ships nor Gunvor has served a Deadlock Resolution Notice, either Shareholder may elect by written notice served on the other Shareholder for such Company Interests the JVCo to be wound up in accordance with clause 17. 12.7 References in this clause to Shares held by a Shareholder in the JVCo are to all the Shares in the JVCo held by that Shareholder and Percentage Interest not to some only of those Shares. 12.8 A Shareholder shall not be entitled to serve a Deadlock Resolution Notice pursuant to clause 12.1 in respect of a deadlock which arises in the Lock Up Period (as defined below). However, where a Shareholder is not entitled to serve a Deadlock Resolution Notice pursuant to this Section 8.01(b) clause 12.8 and the selling Member Reserved Matter or Board Reserved Matter in respect of which the deadlock arises is marked as a "Deadlock Matter" in Schedule 1 or Schedule 2 such Shareholder shall deliver be entitled to refer the purchasing Member evidence of receipt of such payment and evidence of sale of such Company Interests as is reasonably satisfactory deadlock to the purchasing Member, arbitration pursuant to clause 37 and the Company arbitrators shall pay any amount due under Section 5.07(d)be asked to make a binding determination on how the deadlock should be resolved in the best interests of the JV Co. Where the Reserved Matter or Board Reserved Matter in respect of which the deadlock arises Is not marked as "Deadlock Matter" in Schedule 1 or Schedule 2 there shall be no requirements to resolve the deadlock and the relevant resolution shall not be carried.