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. (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) Prior to 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 end of the Lockup Period, if the Board fails to approve any decision regarding (i) the Operating Budget, (ii) any other decisions reasonably required by the occurrence of Directors an Emergency or change in accordance with Sections 5.4law, 5.7 or otherwise in each case affecting the Renewable Fuels Facility ((i) and (ii), each matter, a “Disputed Deadlock Matter”), then or (iii) any Director appointed by a Founder other decisions requiring Unanimous Board Approval as provided in Section 5.3 (an “Unapproved Matter”), any Member Group may, within ten (10) days via written request setting forth in reasonable detail the nature and extent of such deadlock the Deadlock Matter 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 Unapproved Matter, request that the Disputed Members convene one or more meetings to attempt to resolve such Deadlock Matter shall be referred to a or Unapproved Matter through good faith negotiations between senior member of management of each Founder Member Group (a “at the title of Senior Officer”). Each such Founder Member Group shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions on Vice President or equivalent) during 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 after the occurrence of such Deadlock Matter (the “Deadlock Period”). (b) Prior to the end of the date of Lockup Period, if a Deadlock Matter has not been resolved within the Special MeetingDeadlock Period through the good faith negotiations described in Section 5.6(a), then Par Pacific shall have the Disputed Matter authority to resolve such unresolved Deadlock Matter. Any such resolution by Par Pacific shall be considered final. Notwithstanding the foregoing, if a Deadlock Matter regarding the any Operating Budget arises in two (2) consecutive years and Par Pacific has exercised its authority to resolve the first such Deadlock Matter, then Par Pacific may not approved unilaterally resolve the second occurrence of such Operating Budget-related Deadlock Matter over ▇▇▇▇▇’s objection; instead, should such Deadlock Matter remain unresolved at the end of the Deadlock Period (an “Unresolved Deadlock”), ▇▇▇▇▇ shall have the right to sell its Membership Interests in the Company (subject to compliance with the process and rights as described under Article IX as if such sale were taking place after the expiration of the Lockup Period) regardless of whether the Lockup Period remains in effect at the time of exercising such right. Upon the occurrence of an Unresolved Deadlock, upon the written request of ▇▇▇▇▇, Par Pacific shall deliver to Alohi a written authorization and accompanying certificate signed by the Boardsecretary of Par Pacific evidencing the release and waiver of any restrictions on Alohi to transfer its Units under Section 9.3.

Deadlock. (a) If at two (2) successive meetings, the Board is unable to reach a decision by the required vote regarding a Fundamental Matter, the Chairperson shall promptly refer such matter to the Members, who shall attempt to resolve such matter within the following thirty (30) day period (or, if mutually agreed by the Members, a longer period of time). Any resolution on such matter agreed to by the Members shall be final and binding on the Company and the Members. If the Directors become deadlocked and Members are unable to take an action with respect toresolve such matter within such period, or because of then a lack of quorum at “Deadlock” shall be in effect and either Member, so long as it is not a duly called meeting fail Defaulting Member, shall be entitled to vote on or approve, any matter requiring exercise the approval of the Board of Directors buy-sell right set forth in this Section 9.03 by delivering a Buy-Sell Offer Notice in accordance with Sections 5.4Section 9.03(b). (b) If a Deadlock is in effect and a Member (other than a Defaulting Member) wishes to exercise the buy-sell right set forth in this Section 9.03, 5.7 or otherwise (each matter, a “Disputed Matter”), then any Director appointed by a Founder such 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 MeetingInitiating Member”) that shall deliver to the other Member (the “Responding Member”) an unconditional and irrevocable written notice (the “Buy-Sell Offer Notice”) of such election, which notice shall include (i) a description of the Deadlock and (ii) the purchase price (which shall be held no later than ten payable exclusively in cash (10unless otherwise agreed by the Members in their sole discretion)) days following the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Disputed Matter on at which the Directors have been unable Initiating Member shall (A) purchase the entire Membership Interest owned by the Responding Member (the “Buy-Out Price”) or (B) sell its entire Membership Interest to agree during the period preceding Responding Member (the Special Meeting “Sell-Out Price”); provided, however, that the Buy-Out Price 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 Sell-Out Price shall be referred the same unless the Members’ Percentage Interests are not equal, in which case the difference between the Buy-Out Price and Sell-Out Price shall be solely to a senior member of management of each Founder Member Group (a “Senior Officer”). Each such Founder Member Group shall use commercially reasonable efforts give effect 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 Members’ proportionate ownership of the Company approved by the Board as if the action approved (based on their Percentage Interests), without giving effect to any minority or other discount or premium based on differences in such agreement were approved by interests; provided, further, however, that the Board directly Buy-Sell Purchase Price paid at closing shall be subject to adjustment, if applicable, 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 Section 9.03(e). (c) Within thirty (30) days after the Buy-Sell Offer Notice is received (the “Buy-Sell Election Date”), the Responding Member shall deliver to the Initiating Member an unconditional and irrevocable written notice (the “Response Notice”) stating whether it elects to (i) sell its entire Membership Interest to the Initiating Member for the Buy-Out Price or (ii) buy the entire Membership Interest owned by the Initiating Member for the Sell-Out Price. The failure of the date of Responding Member to deliver the Special Meeting, then Response Notice by the Disputed Matter Buy-Sell Election Date shall be considered not approved deemed to be an unconditional and irrevocable election to sell its entire Membership Interest to the Initiating Member at the Buy-Out Price. (d) The Member selling its Membership Interest pursuant to this Section 9.03 (the “Buy-Sell Selling Member”) shall, at the closing of such sale (“Buy-Sell Closing”), represent and warrant to the Member purchasing the Buy-Sell Selling Member’s Membership Interest (the “Buy-Sell Purchasing Member”) that (i) the Buy-Sell Selling Member has full right, title, and interest in and to such Membership Interest, (ii) the Buy-Sell Selling Member has all necessary power and authority and has taken all necessary action to sell such Membership Interest as contemplated by this Section 9.03, and (iii) such Membership Interest is free and clear of any mortgage, pledge, lien, charge, security interest, claim, or other encumbrance (“Encumbrance”), other than those arising as a result of or under the Boardterms of this Agreement and other than restrictions arising under Applicable Law (including applicable securities laws).

Deadlock. (a) In the event that, (i) for any two consecutive duly convened meetings of the Board, the Board is unable to reach a decision by the required vote concerning any Specified Action that was on the agenda for such meetings due to the failure of the KO Directors to approve such Specified Action, or (ii) if during the Initial Four-Year Period, an Annual Normal Operations Plan has not been approved by the KO Directors, either Shareholder may, within 14 days of the occurrence of either (i) or (ii) deliver a written notice (a “Notice of Board Impasse”) to the other Shareholder stating that in its opinion an impasse has occurred and identifying the matter in reasonable detail over which the Shareholders are at an impasse (“Impasse Matter”). During the period in which a Notice of Board Impasse may be delivered by any Shareholder and following delivery of a Notice of Board Impasse until the expiration of the KO Call Right, the right of CIBR to exercise the CIBR Call Right and the CIBR Put Right (if any) shall be suspended. (b) The Shareholders agree that following delivery of a Notice of Board Impasse, they shall refer the Impasse Matter in the first instance to the Chief Executive Officer of KOF (“KOF CEO”) and the President, Pacific Group of TCCC (“Pacific President”). If the Directors become deadlocked KOF CEO and the Pacific President are unable to take an action resolve the Impasse Matter within 90 days, then the Impasse Matter shall be escalated to the KOF Management Committee, and if the KOF Management Committee is not scheduled to meet during the following 90 day period, the Shareholders shall cause the KOF Management Committee to meet during such period. If the KOF Management Committee (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 participation and approval of the Board members thereof designated by TCCC) is unable to resolve the Impasse Matter within 90 days or the KOF Management Committee determines that a deadlock has occurred, then such Impasse Matter shall be deemed by the parties to be a “Deadlocked Matter” and such Impasse Matter shall be escalated to the Chief Executive Officer of Directors FEMSA (“FEMSA CEO”) and the Chief Executive Officer of TCCC (“TCCC CEO”). In each escalation, the parties shall take steps in accordance with Sections 5.4, 5.7 or otherwise (each good faith to resolve the matter, including arranging a meeting to discuss the same. (c) If any Deadlocked Matter is not resolved within 90 days of being referred to the FEMSA CEO and the TCCC CEO (an “Disputed MatterUnresolved Deadlock Event”), then any Director appointed the KO Shareholders may at their election, by a Founder Member Group may, providing written notice to CIBR 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) 90 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 Unresolved Deadlock Event occurs (the “KO Call Right Notice”), purchase all, but not less than all, of the Shares owned by CIBR at a price equal to agree during the period preceding KOP Fair Market Value (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 OfficerKO Call Right”). Each such Founder Member Group shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions on In connection with the Disputed Matter within twenty (20) days exercise of the date of KO Call Right, 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 KO Shareholders shall cause all indebtedness for all purposes as an action borrowed money of the Company approved by and its Subsidiaries (including accrued interest thereon) owed to CIBR to be repaid. The purchase of Shares pursuant to the Board as if KO Call Right shall be consummated (the action approved in such agreement were approved by “KO Call Closing Date”) on the Board directly last day of the applicable monthly accounting period of TCCC (the “Accounting Cycle End Date”), which Accounting Cycle End Date shall be no earlier than 10 days after the date on which the KOP Fair Market Value is finally determined in accordance with this Agreement. At the KO Call Closing Date, the KO Shareholders shall deliver to CIBR the price equal to the KOP Fair Market Value net of any applicable withholding (including the original or a certified copy of a receipt, or other evidence satisfactory to CIBR, evidencing payment thereof), and CIBR shall deliver to the KO Shareholders the Shares owned of record by CIBR and all other documents required to effect the sale of the Shares owned by CIBR, free of any liens, including appropriate documentation providing indemnities to the KO Shareholders regarding its title to the Shares held of record by CIBR in form and substance reasonably satisfactory to the KO Shareholders. The Founder Member Groups KO Shareholders and CIBR shall direct each pay one-half of any sales, use, value added, stamp, documentary, filing, recordation, registration and other similar taxes, if any, together with any interest, additions, fines, costs or penalties thereon and any interest in respect of any additions, fines, costs or penalties, incurred in connection with such sale (the Directors designated “Stamp Taxes”), whether levied on the KO Shareholders or CIBR. Unless otherwise required by them applicable Laws, CIBR shall be responsible for preparing and timely filing any tax returns required with respect to any such Stamp Taxes. Payment of any such Stamp Taxes by the KO Shareholders to CIBR pursuant to this paragraph shall be made to CIBR no later than two Business Days before the due date of the applicable payment. CIBR shall provide the KO Shareholders with the tax returns required with respect to any Stamp Taxes and proof of payment within five Business Days following the payment of any such Stamp Tax. The KO Shareholders and CIBR shall cooperate with each other in order to minimize applicable Stamp Taxes in a manner that is mutually agreeable and in compliance with applicable Law, and shall in connection therewith execute such documents, agreements, applications, instruments, or other forms as reasonably required, and shall permit any such Stamp Taxes to be assessed and paid in accordance with applicable Law. For the avoidance of doubt, taxes imposed on CIBR with respect to any gain or income on the sale of the Shares to the KO Shareholders shall be borne exclusively by CIBR and CIBR shall be responsible for preparing and timely filing any tax returns required with respect to any such taxes subject to applicable withholding by KO Shareholders, if any. (d) If during the Initial Four-Year Period the Board is unable to agree by the required vote on an Annual Normal Operations Plan for any period prior to the commencement of such period, the Shareholders agree to cause the Board to take all necessary action to approve a provisional Annual Normal Operations Plan for such actions as may reasonably period, which provisional Annual Normal Operations Plan shall provide that (i) to the extent the Board agrees by the required vote (which shall include the affirmative vote of the KO Directors) upon individual line items in the proposed Annual Normal Operations Plan, such agreed upon individual line items shall be necessary included in such provisional Annual Normal Operations Plan, and (ii) to the extent that there is no agreement by the required vote with respect to an individual line item in such Annual Normal Operations Plan, the individual line item from the Annual Normal Operations Plan for the immediately preceding corresponding period shall be included, subject to adjustment (without duplication) to reflect increases or decreases resulting from the following events: (A) the operation of escalation or de-escalation provisions in contracts in effect during the period covered by the prior Annual Normal Operations Plan; (B) increases or decreases in expenses attributable to the annualized effect of employee additions or reductions during the last year of the period covered by the prior Annual Normal Operations Plan; (C) increases or decreases in expenses attributable to the actual growth of or decline of sales for the fiscal year immediately preceding the period covered by the provisional Annual Normal Operations Plan as compared to the actual sales that served as the basis for the preparation of the prior Annual Normal Operations Plan; (D) increases in any expenses in an amount equal to the total of the expenses reflected in the last year covered by the prior Annual Normal Operations Plan multiplied by the increase in the Consumer Price Index for the prior year; and (E) the continuation of the effects of a decision consented to by the KO Directors that are not reflected in the prior Annual Normal Operations Plan if and to the extent the effects of such agreementdecision was reasonably foreseeable at the time such decision was consented to by the KO Directors. For the avoidance of doubt, (i) the provisional Annual Normal Operations Plan pursuant to this Section 4.2(d), including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable agreement as 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 any line item thereto by the BoardKO Directors, shall not be deemed to resolve any Impasse Matter or Deadlocked Matter and (ii) the provisional Annual Normal Operations Plan shall exclude any plan or decision relating to any Specified Action and any funding related thereto.

Deadlock. If the Directors become deadlocked (a) So long as there are only two Members and unable to take an action with respect toeach Member holds, of record or because of a lack of quorum at a duly called meeting fail to vote on beneficially through one or approvemore controlled Affiliates, any matter requiring the approval 50% of the Board of Directors in accordance with Sections 5.4aggregate Percentage Interests, 5.7 or otherwise (each matter, if any action requiring 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 determination by the Board as if the action approved is proposed in such agreement were approved by the Board directly in accordance with this Agreement. The Founder Member Groups shall direct good faith, and 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 such proposed action at two successive meetings of the Disputed Matter Board (including as a result of the failure by any Director to attend any meeting of the Board), in the case of any action to be taken by the Directors, then such matter (a “Deadlock”) shall be addressed in accordance with this Section 3.9. (i) A Deadlock may be referred by either Member for resolution to the chief executive officer of each Member (each such officer, a “Designated Executive”). The Designated Executives shall meet within thirty 10 days after such referral to discuss the Deadlock and shall attempt in good faith to resolve the dispute. If the Designated Executives reach agreement with respect to the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the Board. (30ii) If the Designated Executives are unable to resolve such Deadlock within 60 days of the last date on which their meeting should have occurred, either Member may submit such Deadlock to the Independent Directors for non-binding mediation. (iii) If the Members fail to resolve such Deadlock within 20 days of the date of on which such Deadlock was submitted to non-binding mediation with the Special MeetingIndependent Directors, then the Disputed Matter Deadlock may be referred by either Member for resolution to the board of directors of each Member (each such board, a “Member Board”). The Member Boards shall meet first separately and then together as soon as practicable, but in any event, within 90 days after such referral to discuss the Deadlock and shall attempt in good faith to resolve the dispute. If the Member Boards reach agreement with respect to the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be considered not approved implemented by the Board. If the Member Boards fail to meet within the time period specified above or are unable to reach agreement within 60 days of the last date on which such initial meeting should have occurred, then the Deadlock shall be resubmitted to the Board for reconsideration. (b) Without prejudice to either Member’s remedies under applicable Law, until agreement with respect to a Deadlock is reached (or such Deadlock is otherwise resolved in accordance with this Agreement), the Company shall not implement the actions giving rise to such Deadlock and shall maintain the status quo, in accordance, to the extent commercially practicable, with the Business Plan then in effect (except that a 5% across-the-board increase shall be applied to the then-current operating budget), subject to and as modified by any duly approved Board actions. (c) For the avoidance of doubt, and notwithstanding anything to the contrary set forth herein, no action or failure to act of any kind by any Designated Executive or any member of any Member Board in connection with this Section 3.9 shall result in any liability on the part of any such Person, or any of their respective Affiliates, heirs, successors, assigns, agents and representatives, to the Company or its Members.

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 T▇▇▇ ▇▇▇▇▇▇▇▇▇) 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, b▇▇▇ 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. If 8.1 For the Directors become deadlocked and unable purpose of this clause 8, a "Deadlock" shall be deemed to take an action with respect to, occur if: (A) any of the Reserved Matters or because of any other matter relating to any CTH Group Member has been raised at and/or considered by a lack of quorum at a duly called meeting fail to vote on or approve, any matter requiring the approval of the Board or a general meeting of CTH, in either case where a quorum was present, and no resolution in respect thereof has been passed unanimously by all of the Directors or, as the case may be, Alfa and Cukurova, on at least two successive occasions; or (B) a quorum is not present at three successive duly convened Board or general meetings by reason of the absence from that general meeting of the same Shareholder or, in accordance with Sections 5.4, 5.7 or otherwise (each matterthe case of a Board meeting, a “Disputed Matter”), then any person nominated as a 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 (same Shareholder. 8.2 In the “Special Meeting”) that shall be held no later than ten (10) days following the date event of any 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, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter matter shall be referred to a senior representative of each of Alfa or Cukurova to be designated by each of them respectively within six days of the Deadlock occurring. During the Reserved Matters Grace Period, Alfa or Cukurova shall use their best endeavours to resolve the Deadlock. If the Deadlock cannot be resolved prior to the later to occur of (i) 30 days following each of Alfa or Cukurova designating a representative in accordance with the foregoing or (ii) the expiry of the Reserved Matters Grace Period, either Alfa or Cukurova may serve notice ("a Warning Notice") that it intends to implement the deadlock procedure contemplated by this clause 8. 8.3 If the Deadlock cannot be resolved within a further period of 30 days after service of a Warning Notice, either Alfa or Cukurova may within a period of 30 days thereafter serve a notice in writing, substantially in the form attached hereto as Schedule 3, on the other of them ("a Deadlock Option Notice") specifying a single price per CTH Share ("the Specified Price") at which the Shareholder giving notice ("the Terminating Party") offers (as specified in the Deadlock Option Notice) either: (A) to sell to the other of them all (but not part) of the CTH Shares collectively held by the Terminating Party and/or members of its Group; or (B) to purchase all (but not part) of the CTH Shares collectively held by the other of them and/or members of its Group. A Deadlock Option Notice shall be irrevocable. 8.4 The other of them shall, within a period of 30 days after receipt of a Deadlock Option Notice, at its sole option elect in writing either: (A) to purchase, or to procure the purchase of, all (but not part) of the CTH Shares collectively held by the Terminating Party and/or members of its Group at the Specified Price; or (B) to require the Terminating Party to purchase, or to procure the purchase of, all (but not some only) of the Shares collectively held by that other Shareholder or member of management its Group at the Specified Price. 8.5 If no election is made by that other Shareholder within the said period of 30 days after receipt of a Deadlock Option Notice, it shall be deemed to have elected to proceed in accordance with requirements of the Deadlock Option Notice and shall be bound (subject only to any Regulatory Approvals) to complete the sale and purchase 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 of the relevant CTH Shares at the Specified Price within 30 days after the period specified in discussions on clause 8.4 or, if any Regulatory Approval has not been obtained by the Disputed Matter end of that period, within twenty (20) ten days of the date on which the last Regulatory Approval to be obtained is obtained. If any Regulatory Approval has not been obtained or waived within 180 days after such election the Deadlock Option Notice shall lapse and have no further effect. 8.6 If an election under clause 8.4(A) or clause 8.4(B) is duly made, the Shareholders shall be bound (subject only to any Regulatory Approvals) to complete the sale and purchase of each of the Special Meeting (or relevant CTH Shares at the Specified Price within 30 days after 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 Matterelection or, if any such agreement will be set forth in writing and will be binding for all purposes as an action of the Company approved Regulatory Approval has not been obtained 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 agreementend of that period, including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable to reach agreement on the Disputed Matter within thirty (30) ten days of the date of on which the Special Meeting, then last Regulatory Approval to be obtained is obtained. If any Regulatory Approval has not been obtained or waived within 180 days after such election the Disputed Matter Deadlock Option Notice shall lapse and have no further effect. 8.7 If Alfa shall become obliged to acquire the CTH Shares held by Cukurova in accordance with the above procedures the amount payable by Alfa shall be considered not approved by the BoardSpecified Price less any and all outstanding principal amounts, any accrued but unpaid interest thereon, and any other amounts owing under the Financing Agreements at the relevant time.

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 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 is unable to agree during the period preceding the Special Meeting on any matter subject to Supermajority Approval pursuant to Section 7.05(f) 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 disagreement continues 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 despite good faith deliberations, then any Member, so long as it is not a Defaulting Member, shall be entitled to exercise the buy-sell rights set forth in this Section 9.03 by delivering a Buy-Sell Offer Notice in accordance with Section 9.03(b). (b) If a Member (other than a Defaulting Member) wishes to exercise the buy-sell right provided in this Section 9.03, such Member (the “Initiating Member”) shall deliver to the other Members (collectively, the “Responding Members” and each a “Responding Member”) an unconditional and irrevocable written notice (the “Buy-Sell Offer Notice”) of such election, which notice shall include (i) a description of the circumstances that triggered the buy-sell right, and (ii) the purchase price (which shall be payable exclusively in cash (unless otherwise agreed by the Board in its sole discretion)) at which the Initiating Member shall (A) purchase the entire Units owned by the Responding Members (the “Buy-Out Price”) or (B) sell its entire Units to the Responding Members (the “Sell-Out Price”), with any difference between the Buy-Out Price and the Sell-Out Price based solely on each Member’s Percentage Interest, without regard to any market discount or premium from differences in such proportionate interests; provided, however that the Buy-Sell Purchase Price paid at closing shall be subject to adjustment, if applicable, in accordance with Section 9.03(e). (c) Within thirty (30) days after the Buy-Sell Offer Notice is received (the “Buy- Sell Election Date”), each Responding Member shall deliver to the Initiating Member an unconditional and irrevocable written notice (the “Response Notice”) stating whether it elects to (i) sell its entire Units to the Initiating Member for the Buy-Out Price or (ii) buy the entire Units owned by the Initiating Member for the Sell-Out Price. The failure of any Responding Member to deliver the Response Notice by the Buy-Sell Election Date shall be deemed to be an unconditional and irrevocable election to sell its entire Units to the Initiating Member at the Buy-Out Price. (d) The Member selling its Units pursuant to this Section 9.03 (the “Buy-Sell Selling Member”) shall, at the closing of such sale (“Buy-Sell Closing”), represent and warrant to the Member purchasing the Buy-Sell Selling Member’s Units (the “Buy-Sell Purchasing Member”) that (i) the Buy-Sell Selling Member has full right, title and interest in and to such Units, (ii) the Buy-Sell Selling Member has all necessary power and authority and has taken all necessary action to sell such Units as contemplated by this Section 9.03, and (iii) such Units are free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (“Encumbrance”), other than those arising as a result of or under the terms of this Agreement. (e) The Buy-Sell Closing shall take place fifteen (15) days after the Response Notice is delivered or deemed to have been delivered or on any other date as may be mutually agreed on by the Members. The Buy-Sell Purchasing Member shall pay the Buy-Out Price or the Sell-Out Price, as the case may be (the “Buy-Sell Purchase Price”) at the Buy-Sell Closing by wire transfer of immediately available funds to an account designated in writing by the Buy-Sell Selling Member; provided that (i) if the Buy-Sell Selling Member is a Non- Contributing Member, the Buy-Sell Purchase Price shall be decreased by the amount of any unpaid Additional Capital Contribution or Default Loan, including any accrued but unpaid interest thereon, owed by the Buy-Sell Selling Member (with any such amounts contributed to the Company by the Buy-Sell Purchasing Member); and (ii) if the Buy-Sell Selling Member has funded any Default Loan that remains outstanding, it shall be paid in full, including any accrued but unpaid interest thereon, at the Buy-Sell Closing. (f) At the Closing, the Buy-Sell Selling Member shall deliver to the Buy-Sell Purchasing Member (i) a certificate or certificates (if any) representing the Units to be sold, accompanied by an assignment of the Special MeetingUnits to the Buy-Sell Purchasing Member or its designee; (ii) the resignation of all of the Managers the Buy-Sell Selling Member appointed to the Board pursuant to Section 7.02(a) (if any); and (iii) a certificate meeting the requirements of IRS Notice 2018-29 and Treasury Regulations Section 1.1445-2(b) (modified to take into account Code Section 1446(f)) that Buy-Sell Selling Member is not a foreign person within the meaning of Code Section 1446(f) or Code Section 1445. (g) Without limitation of the other provisions of this Section 9.03, each Member agrees to cooperate and take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Buy-Sell Selling Member’s Units by the Buy-Sell Purchasing Member pursuant to this Section 9.03. (h) If the Buy-Sell Purchasing Member defaults in any of its material closing obligations, then the Disputed Matter Buy-Sell Selling Member shall, in addition to any other remedies that may be available to it, have the option to purchase the Buy-Sell Purchasing Member’s entire Units at a purchase price that is equal to 75% of the Buy-Sell Purchase Price, as adjusted proportionately solely to reflect the Percentage Interest of the Buy-Sell Purchasing Member (rather than the Buy-Sell Selling Member), without regard to any market discount or premium based on differences in the Members’ proportionate interests. If the Buy-Sell Selling Member defaults in its obligation to sell its Units in accordance with this Section 9.03, the Buy-Sell Purchasing Member shall have the right, in addition to any other remedies that may be available to it, to seek specific performance of the Buy-Sell Selling Member’s obligations under this Section 9.03 and the Members expressly agree that the remedy at law in damages for such breach of the Buy-Sell Selling Member’s obligations set forth in this Section 9.03 is inadequate in view of the (i) complexities and uncertainties in measuring the actual damage to the sustained by the Buy-Sell Purchasing Member on account of the default by the Buy- Sell Selling Member and (ii) uniqueness of the Business and relationships of the Members. (i) Each Member agrees that, to preserve the character of the Company and consummate the purchase of the Buy-Sell Selling Member’s entire Units, the Buy-Sell Purchasing Member may assign its purchase obligation under this Section 9.03 in whole or in part to any Affiliate who, upon the Buy-Sell Closing, shall become a Member, and that such purchase obligation shall be considered not approved assignable by the BoardBuy-Sell Purchasing Member without the consent of the Buy-Sell Selling Member; provided that the Buy-Sell Purchasing Member (i) delivers notice to the Buy-Sell Selling Member of such assignment and of the identity of the assignee prior to the Buy-Sell Closing and (ii) shall be responsible for any failure of such assignee to perform its obligations under this Section 9.03 with respect to such assigned purchase obligation. (j) During the continuation of any Deadlock and prior to any Buy-Sell Closing, the Company shall continue to operate in a manner consistent with its prior practices and this Agreement until such time as such Deadlock is resolved.

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 the Directors Managers become deadlocked and unable to take an action with respect toover, or because of a lack of quorum at a duly called meeting fail to vote on or approve, any matter requiring the their approval of the Board of Directors in accordance with Sections 5.4Section 5.7, 5.7 or otherwise if the Members fail to approve any matter requiring their approval under Section 5.8 hereof (but excluding Section 5.8(j)) (each matter, a “Disputed Matter”), then any Director appointed by a Founder Member Group Manager or Member, as applicable, may, within ten (10) days five Business Days of such deadlock or relevant meeting, notify the other Directors Managers or Members that such Disputed Matter shall be voted on again by the Directors Managers or Members at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days following five Business Days from the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Such Disputed Matter on which the Directors Managers or Members have been unable to agree shall be discussed by the Managers or Members for such five Business Day period and shall be voted upon during the period preceding the Special Meeting and shall vote on such matter special meeting at the Special Meetingend of the five Business Day period. If at the Special Meetingspecial meeting, the Directors Managers or Members are unable to come to agreement on the Disputed Matter, the Disputed Matter shall be referred raised, by providing written notice to a senior member the ECP Members and to ADA-ES, to the principal executive officer of management the ECP Members and the principal executive officer of each Founder Member Group (a “Senior Officer”). Each such Founder Member Group ADA-ES, who shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions obtain agreement on the Disputed Matter within twenty (20) days 15 Business Days of receipt of such notice. In the event that the principal executive officers 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 ECP Members 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 ADA-ES are unable to reach agreement on the Disputed Matter within thirty (30) days by the end of the date of the Special Meetingsuch 15 Business Day period, then the such Disputed Matter shall be considered deemed to be a “Deadlock,” and the ECP Members and ADA-ES shall have the rights set forth in Section 10.7(a), to the extent applicable. Notwithstanding the foregoing, any dispute between the Managers or the Members over (a) any budget item, expenditure, claim or other matter with a cost or potential income in the aggregate of less than $100,000 or (b) any determination to acquire, develop or construct an Additional Project as contemplated by Section 5.8(j), shall not approved by give rise to a Deadlock and shall not give rise to the Boardrights set forth in Section 10.7(a).

Deadlock. If (a) In the Directors become deadlocked event of a Deadlock Event, CBL and BCP shall negotiate in good faith for a thirty (30) day period (the “Deadlock Negotiation Period”) to resolve such Deadlock Event. (b) In the event that CBL and BCP are unable to take an action with respect amicably settle the Deadlock Event during the Deadlock Negotiation Period, then each of CBL and BCP shall have the right to provide a written notice (the “Buy-Sell Notice,” the party providing such notice the “Offering Participant” and the party receiving such notice the “Electing Participant”) offering to, or because of a lack of quorum at a duly called meeting fail to vote on or approve, any matter requiring the approval election of the Board Electing Participant, purchase all of Directors the Electing Participant’s Participation Interests or sell all of the Offering Participant’s Participation Interests at the price specified in accordance with Sections 5.4the Buy-Sell Notice. (c) The Electing Participant shall have ninety (90) Business Days (the “Election Period”) to elect to sell its Participation Interests or buy the Offering Participant’s Participation Interests at the price specified in the Buy-Sell Notice and, 5.7 or otherwise in the event that the Electing Participant does not provide written notice of its election within such ninety (each matter, a “Disputed Matter”)90) Business Day period, then the Electing Participant shall be deemed to have elected to sell its Participation Interests at the Purchase Price set forth in the Buy-Sell Notice. (d) The Participant selling its Participation Interests pursuant to this Section 3.6 shall assign its Participation Interests to the purchasing Participant free and clear of all liens and encumbrances whatsoever by entering into a participation interest purchase agreement and perform any Director appointed by a Founder Member Group mayand all actions required under applicable law in order to assign its Participation Interests (including, but not limited to, notary certification of the participation interest purchase agreement and notary certification of the application). The closing of the purchase and sale of the Participation Interests pursuant to this Section 3.6 shall occur within ten (10) days Business Day after the termination of such deadlock or relevant meeting, notify the other Directors that such Disputed Matter Election Period. The purchase price shall be voted on again paid by the Directors at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days following the date wire transfer 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 Boardimmediately available funds.

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 (a) Commencing after the Directors IPO Execution Date, if an IPO has not occurred and the Managers 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, over any matter requiring the approval of the Board of Directors set forth in accordance with Sections 5.4, 5.7 or otherwise Section 4.3(a) (each matter, a “Disputed Matter”), then any Director appointed by a Founder Member Group Manager may, within ten (10) thirty days of such deadlock or relevant meetingdeadlock, notify the other Directors Managers in writing that such Disputed Matter shall be voted on again by the Directors Managers at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days following 10 Business Days from the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Such Disputed Matter on which the Directors Managers have been unable to agree shall be discussed by the Managers during such 10 Business Day-period and shall be voted upon during the period preceding the Special Meeting and shall vote on such matter special meeting at the Special Meetingend of such period. If at the Special Meeting, special meeting the Directors Managers are unable to come to agreement on the Disputed Matter, the such Disputed Matter shall be referred deemed to be a senior member of management of each Founder “Deadlock” and the Parties shall have the rights set forth in Section 4.8(b). (i) Upon a Deadlock, either Founding Member Group (such group, the “Initiating Member”) shall have the right to initiate a breakup of the Company (a “Senior OfficerBreakup”) by delivering written notice thereof to the other Founding Member Group (the “Breakup Notice”). Each such Founder Member Group shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions For a 30-day period beginning on the Disputed Matter within twenty (20) days of the date of such notice, 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 Founding Member Groups shall direct use reasonable best efforts to negotiate in good faith a separation of the Directors designated by them Assets into two separate groups equivalent (in terms of assets, liabilities and operatorship) to take all the Percentage Interests of each of the Linn Founding Member Group and the Citizen Founding Member Group. (ii) If after such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutions. If 30-day period the Senior Officers Founding Member Groups are unable to reach agreement on the Disputed Matter within thirty (30) days a separation of the date Assets, the following shall apply: (A) If the Founding Member Groups each own equivalent 50% interests in the Company, the Initiating Member shall have an additional 30 days to divide the Assets into two groups of equivalent assets, liabilities and operatorship; provided that, if the Special MeetingInitiating Member fails to divide the Assets within such 30-day period, then the Disputed Matter shall Initiating Member will be considered not approved deemed to have waived its right to make such division, and, at the election of the non-initiating Founding Member Group, the non-initiating Founding Member Group will have an additional 30 days to divide the Assets as contemplated by the Boardpreceding sentence. Following such division, the non-initiating Founding Member Group shall have up to an additional 20 US-DOCS\83202430.20 Business Days to conduct a review of the division and select, by written notice to the other Party within such 20 Business Day-period, which of the two groups of Assets it would receive in the Breakup; provided that, if the non-initiating Founding Member Group (or if applicable, the Initiating Member) fails to deliver such written notice within such 20 Business Day-period, then such Party will be deemed to have waived its right to make the first selection of the two groups of Assets, and, at the election of the other Party, the other Party shall have 10 Business Days to select which of the two groups of Assets it would receive in the Breakup. The Initiating Member (or if applicable, the non-initiating Founding Member Group) would then receive the other group of Assets. (B) If the Members do not each own equivalent 50% interests in the Company, the Members shall mutually designate an independent third party expert to allocate the Assets into two pools with assets, liabilities and operatorship divided based on the Members’ respective percentage ownership of the Company, without any discount for minority interests or illiquidity. Such expert must be a national petroleum engineering or investment banking firm with expertise in the energy industry, with at least seven years of experience in valuing upstream assets of the nature held by the Company. Each Member shall pay 50% of the expert’s costs and expenses. The expert shall have 30 days to divide the Assets into groups as contemplated above and upon division, each Member would receive the Assets assigned by the expert. (iii) Each Party will be required to assume the midstream contracts containing dedications burdening the respective Assets and use reasonable best efforts to coordinate the bifurcation of any such midstream contract between the Parties with the counterparty thereof. (iv) The Members shall use reasonable best efforts to effectuate the Breakup in a manner that is tax efficient to all Parties and shall execute and deliver to the other Members such further documents as may be reasonably requested in order to give practical effect to the Breakup. (v) Upon completion of the Breakup, which shall occur as promptly after the Assets are divided but in any event no later than six months after receipt of the Breakup Notice, the Members shall take action to dissolve and liquidate the Company pursuant to the provisions of Article 10. (c) For the avoidance of doubt, the provisions in this Section 4.8 shall not apply prior to the IPO Execution Date.

Deadlock. If 8.1 For the Directors become deadlocked and unable purpose of this clause 8, a “Deadlock” shall be deemed to take an action with respect to, occur if: (A) any of the Reserved Matters or because of any other matter relating to any CTH Group Member has been raised at and/or considered by a lack of quorum at a duly called meeting fail to vote on or approve, any matter requiring the approval of the Board or a general meeting of CTH, in either case where a quorum was present, and no resolution in respect thereof has been passed unanimously by all of the Directors or, as the case may be, Alfa and Cukurova, on at least two successive occasions; or (B) a quorum is not present at three successive duly convened Board or general meetings by reason of the absence from that general meeting of the same Shareholder or, in accordance with Sections 5.4, 5.7 or otherwise (each matterthe case of a Board meeting, a “Disputed Matter”), then any person nominated as a 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 (same Shareholder. 8.2 In the “Special Meeting”) that shall be held no later than ten (10) days following the date event of any 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, the Directors are unable to come to agreement on the Disputed Matter, the Disputed Matter matter shall be referred to a senior representative of each of Alfa or Cukurova to be designated by each of them respectively within six days of the Deadlock occurring. During the Reserved Matters Grace Period, Alfa or Cukurova shall use their best endeavours to resolve the Deadlock. If the Deadlock cannot be resolved prior to the later to occur of (i) 30 days following each of Alfa or Cukurova designating a representative in accordance with the foregoing or (ii) the expiry of the Reserved Matters Grace Period, either Alfa or Cukurova may serve notice (“a Warning Notice”) that it intends to implement the deadlock procedure contemplated by this clause 8. 8.3 If the Deadlock cannot be resolved within a further period of 30 days after service of a Warning Notice, either Alfa or Cukurova may within a period of 30 days thereafter serve a notice in writing, substantially in the form attached hereto as Schedule 3, on the other of them (“a Deadlock Option Notice”) specifying a single price per CTH Share (“the Specified Price”) at which the Shareholder giving notice (“the Terminating Party”) offers (as specified in the Deadlock Option Notice) either: (A) to sell to the other of them all (but not part) of the CTH Shares collectively held by the Terminating Party and/or members of its Group; or (B) to purchase all (but not part) of the CTH Shares collectively held by the other of them and/or members of its Group. A Deadlock Option Notice shall be irrevocable. 8.4 The other of them shall, within a period of 30 days after receipt of a Deadlock Option Notice, at its sole option elect in writing either: (A) to purchase, or to procure the purchase of, all (but not part) of the CTH Shares collectively held by the Terminating Party and/or members of its Group at the Specified Price; or (B) to require the Terminating Party to purchase, or to procure the purchase of, all (but not some only) of the Shares collectively held by that other Shareholder or member of management its Group at the Specified Price. 8.5 If no election is made by that other Shareholder within the said period of 30 days after receipt of a Deadlock Option Notice, it shall be deemed to have elected to proceed in accordance with requirements of the Deadlock Option Notice and shall be bound (subject only to any Regulatory Approvals) to complete the sale and purchase 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 of the relevant CTH Shares at the Specified Price within 30 days after the period specified in discussions on clause 8.4 or, if any Regulatory Approval has not been obtained by the Disputed Matter end of that period, within twenty (20) ten days of the date on which the last Regulatory Approval to be obtained is obtained. If any Regulatory Approval has not been obtained or waived within 180 days after such election the Deadlock Option Notice shall lapse and have no further effect. 8.6 If an election under clause 8.4(A) or clause 8.4(B) is duly made, the Shareholders shall be bound (subject only to any Regulatory Approvals) to complete the sale and purchase of each of the Special Meeting (or relevant CTH Shares at the Specified Price within 30 days after 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 Matterelection or, if any such agreement will be set forth in writing and will be binding for all purposes as an action of the Company approved Regulatory Approval has not been obtained 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 agreementend of that period, including adopting any ratifying or confirmatory resolutions. If the Senior Officers are unable to reach agreement on the Disputed Matter within thirty (30) ten days of the date of on which the Special Meeting, then last Regulatory Approval to be obtained is obtained. If any Regulatory Approval has not been obtained or waived within 180 days after such election the Disputed Matter Deadlock Option Notice shall lapse and have no further effect. 8.7 If Alfa shall become obliged to acquire the CTH Shares held by Cukurova in accordance with the above procedures the amount payable by Alfa shall be considered not approved by the BoardSpecified Price less any and all outstanding principal amounts, any accrued but unpaid interest thereon, and any other amounts owing under the Financing Agreements at the relevant time.

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. (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 0135789-0000013 NYO1: 2007119703.11 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.

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. 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 Directors become deadlocked (a) A deadlock (“Deadlock”) shall be deemed to have occurred if: (i) ESR and unable to take an action with respect to, or because of a lack of quorum at a duly called meeting CCG fail to vote on agree the first Budget or approve, any matter requiring the first Business Plan within 12 months after the date of this Agreement (or such longer period as ESR and CCG may agree); (ii) a resolution proposed for the approval of the Board of Directors any Reserved Matter is not passed in accordance with Sections 5.4Clause 7.2 on at least 2 occasions; or (iii) there has been a failure to convene 3 successive meetings of the Shareholders and/or the Board to agree on any Reserved Matter, 5.7 or otherwise in which event the provisions in Schedule 4 shall apply. (each matterb) In the case of a Deadlock, any Shareholder may send a “Disputed Matter”), then any Director appointed by a Founder Member Group may, within ten (10) days of such deadlock or relevant meeting, notify written notice to the other Directors that such Disputed Matter shall be voted on again by the Directors at a special meeting Shareholder(s) (the “Special MeetingDeadlock Consultation Notice”) that shall requiring the Deadlock to be held considered and resolved in physical meeting(s) and/or telephone conference(s) (“Deadlock Consultation”) between the chief executive officer (or, if there is no later than ten (10position of the chief executive officer, such senior person in a similar position) days following of 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 ultimate Controlling beneficial owner of each Founder Member Group Shareholder (a other than any Non- Funding Shareholder or Defaulting Shareholder (as the case may be)) (“Senior OfficerManagement”). 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 of the Special Meeting Deadlock Consultation Notice (“Deadlock Consultation Period”). If the Deadlock is resolved in the Deadlock Consultation, the Shareholders shall jointly execute a statement setting forth the terms of such resolution and each Shareholder shall exercise the voting rights and other powers of control available to it in relation to the Company and each other Group Company to procure that such terms of resolution is fully and promptly carried into effect. (c) If the Deadlock concerned is not resolved as contemplated in Clause 7.3(b) within the Deadlock Consultation Period, and if such Deadlock is under Clause 7.3(a)(i) or relates to a Key Reserved Matter, notwithstanding Clauses 9.1(a) and 9.1(b), then at any time within 120 days after expiry of the Deadlock Consultation Period or confirmation by the Senior Management that the Deadlock concerned is not resolved as contemplated in Clause 7.3(b) (“Deadlock Buy-Sell Offer Period”), as long as the matter relating to such shorter period Deadlock has not been resolved by the relevant Shareholders, any Shareholder (other than any Non-Funding Shareholder or Defaulting Shareholder (as the case may be)) who has been acting in good faith and in a reasonable manner in the dealings relating to the Deadlock in question (each a “Deadlock B/S Initiating Right Holder”) shall have the option to initiate the Buy-Sell Exit Procedures set forth in Schedule 4 with respect to which such Deadlock occurs (“Deadlock Buy-Sell Exit”). (d) The Parties agree and acknowledge that no action shall be taken by any of time as may the Group Companies, and the status quo shall be necessary maintained, in relation to take the action any Reserved Matter 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 MatterDeadlock, 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 save that each Shareholder shall direct the Directors designated by them continue to take all such actions as may reasonably be necessary steps to reflect such agreement, including adopting any ratifying or confirmatory resolutions. If ensure statutory and regulatory compliance to the Senior Officers are unable to reach agreement on extent required by the Disputed Matter within thirty (30) days Applicable Laws by each of the date of the Special Meeting, then the Disputed Matter shall be considered not approved by the BoardGroup Companies.

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 (2) 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 MeetingBoard, the Directors are unable to come to agreement on reach a decision by the Disputed Matter, required vote regarding any the Disputed Matter shall be referred to a senior member of management of each Founder Member Group matter submitted for consideration by the Board at such meetings (a “Senior OfficerDeadlock”). Each , the Board shall refer the matter subject to the Deadlock to the Class B Stockholders, who shall vote on such Founder Member Group shall use commercially reasonable efforts matter and, if the stockholder vote results in a Deadlock, attempt to cause its Senior Officer to meet and engage in discussions on the Disputed Matter resolve such matter within twenty (20) days after referral to them of the date issue subject to a Deadlock (or, if mutually agreed by the Class B Stockholders, a longer period of time). Any resolution agreed to by the Class B Stockholders shall be final and binding on the Company and the Stockholders. (b) If the issue subject to the Deadlock has not been resolved in accordance with Section 2.03(a), then within fifteen (15) days of the Special Meeting written determination by the Class B Stockholders that no agreement can be reached with respect to such issue (or within such shorter period of time as may be necessary the “Call Period”), the Xcel Stockholder shall have the right (a “Call Right”) by written notice to take the action that is Hilco Stockholder (the subject “Call Notice”) to purchase all (and not less than all) of the Disputed Matter or otherwise permit resolution of Class B Common Stock owned by the Disputed Matter in a timely fashion)Hilco Stockholder and its Permitted Transferees. If the Senior Officers Hilco Stockholder has not received from the Xcel Stockholder a Call Notice prior to the expiration of the Founder Member Groups reach agreement Call Period, the Hilco Stockholder shall have the right (a “Put Right”) (exercisable within fifteen (15) days following the expiration of the Call Period) to require the Xcel Stockholder to purchase all (and not less than all) of the Class B Common Stock held by the Hilco Stockholder and its Permitted Transferees. (c) The purchase price payable by the Xcel Stockholder upon the exercise of a Call Right or Put Right, as the case may be, shall be equal to either (i) in the event that the Class A Common Stock is listed for trading on the Disputed MatterNASDAQ Stock Market, any such agreement will the New York Stock Exchange, the NYSE American stock exchange, or another national securities exchange, or quoted on the OTC bulletin board or other over the counter market, the per share purchase price shall be set forth in writing equal to the average closing sale price for the last ten (10) trading days of the Class A Common Stock or (ii) the appraised value of the Common Stock held by the Hilco Stockholder and will be binding for all purposes its Permitted Transferees calculated as an action a proportion (based on the Common Stock ownership percentage of the Hilco Stockholder) of the overall fair market value of the Company approved by the Board determined on a going concern basis as if the action approved in such agreement were approved by the Board directly between a willing buyer and willing seller with no discounts for lack of liquidity or a minority interest, which shall be determined in accordance with this Agreementthe procedures set forth below (the “Appraised Value”): (i) Within fifteen (15) days of the exercise of the Call Right or Put Right, as the case may be, the Class B Stockholders shall appoint [NAME OF ACCOUNTING FIRM] or such other firm of independent accountants of national standing to which the Class B Stockholders agree and which has not provided substantial services to the Company, any Class B Stockholder, or any of their respective Affiliates within the preceding two (2) years (the “Independent Accountant”) to determine the Appraised Value of the Common Stock held by the Hilco Stockholder and its Permitted Transferees. The Founder Member Groups Class B Stockholders shall direct instruct the Directors designated by them Independent Accountant to take all such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutions. If render its determination of the Senior Officers are unable to reach agreement on the Disputed Matter Appraised Value in writing within thirty (30) days of such Independent Accountant's appointment. The determination of the Independent Accountant shall be final for all purposes of this Section 2.03. The costs and expenses of the Independent Accountant shall be borne equally by the Class B Stockholders. (ii) To enable the Independent Accountant to conduct the valuation, the Class B Stockholders and the Company shall furnish to the Independent Accountant such information as the Independent Accountant may request, including information regarding the Business and the Company's assets, properties, financial condition, earnings, and prospects. (d) Within fifteen (15) days after the date of the Special Meeting, then final determination of the Disputed Matter Appraised Value (which period shall be considered not approved extended solely to the extent needed to obtain any required Government Approvals, provided, that the Hilco Stockholder shall, and shall cause its Permitted Transferees to, have used their reasonable best efforts to obtain such approval in a timely manner), the Hilco Stockholder shall, and shall cause its Permitted Transferees to, sell to the Xcel Stockholder, free and clear of any Liens, all of the Class B Common Stock held by them. (e) Each Stockholder shall take all actions as may be reasonably necessary to consummate the Boardsale contemplated by this Section 2.03, including entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. (f) At the closing of any sale and purchase pursuant to this Section 2.03, the Hilco Stockholder shall, and shall cause its Permitted Transferees to, deliver to the Xcel Stockholder the certificate or certificates representing their Common Stock (if any), accompanied by stock powers and all necessary stock transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from the Xcel Stockholder by certified or official bank check or by wire transfer of immediately available funds. (g) During the continuation of any Deadlock and prior to the closing of any sale and purchase pursuant to this Section 2.03, the Company shall continue to operate in a manner consistent with its prior practices and this Agreement until such time as such Deadlock is resolved.

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.

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), and JBIC (or other individuals designated by such senior executives of JBIC) (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. If (a) Commencing after the Directors IPO Execution Date, if an IPO has not occurred and the Managers 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, over any matter requiring the approval of the Board of Directors set forth in accordance with Sections 5.4, 5.7 or otherwise Section 4.3(a) (each matter, a “Disputed Matter”), then any Director appointed by a Founder Member Group Manager may, within ten (10) thirty days of such deadlock or relevant meetingdeadlock, notify the other Directors Managers in writing that such Disputed Matter shall be voted on again by the Directors Managers at a special meeting (the “Special Meeting”) that shall be held no later than ten (10) days following 10 Business Days from the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Such Disputed Matter on which the Directors Managers have been unable to agree shall be discussed by the Managers during such 10 Business Day-period and shall be voted upon during the period preceding the Special Meeting and shall vote on such matter special meeting at the Special Meetingend of such period. If at the Special Meeting, special meeting the Directors Managers are unable to come to agreement on the Disputed Matter, the such Disputed Matter shall be referred deemed to be a senior member of management of each Founder “Deadlock” and the Parties shall have the rights set forth in Section 4.8(b). (i) Upon a Deadlock, either Founding Member Group (such group, the “Initiating Member”) shall have the right to initiate a breakup of the Company (a “Senior OfficerBreakup”) by delivering written notice thereof to the other Founding Member Group (the “Breakup Notice”). Each such Founder Member Group shall use commercially reasonable efforts to cause its Senior Officer to meet and engage in discussions For a 30-day period beginning on the Disputed Matter within twenty (20) days of the date of such notice, 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 Founding Member Groups shall direct use reasonable best efforts to negotiate in good faith a separation of the Directors designated by them Assets into two separate groups equivalent (in terms of assets, liabilities and operatorship) to take all the Percentage Interests of each of the Linn Founding Member Group and the Citizen Founding Member Group. (ii) If after such actions as may reasonably be necessary to reflect such agreement, including adopting any ratifying or confirmatory resolutions. If 30-day period the Senior Officers Founding Member Groups are unable to reach agreement on the Disputed Matter within thirty (30) days a separation of the date Assets, the following shall apply: (A) If the Founding Member Groups each own equivalent 50% interests in the Company, the Initiating Member shall have an additional 30 days to divide the Assets into two groups of equivalent assets, liabilities and operatorship; provided that, if the Special MeetingInitiating Member fails to divide the Assets within such 30-day period, then the Disputed Matter shall Initiating Member will be considered not approved deemed to have waived its right to make such division, and, at the election of the non-initiating Founding Member Group, the non-initiating Founding Member Group will have an additional 30 days to divide the Assets as contemplated by the Boardpreceding sentence. Following such division, the non-initiating Founding Member Group shall have up to an additional 20 Business Days to conduct a review of the division and select, by written notice to the other Party within such 20 Business Day-period, which of the two groups of Assets it would receive in the Breakup; provided that, if the non-initiating Founding Member Group (or if applicable, the Initiating Member) fails to deliver such written notice within such 20 Business Day-period, then such Party will be deemed to have waived its right to make the first selection of the two groups of Assets, and, at the election of the other Party, the other Party shall have 10 Business Days to select which of the two groups of Assets it would receive in the Breakup. The Initiating Member (or if applicable, the non-initiating Founding Member Group) would then receive the other group of Assets. (B) If the Members do not each own equivalent 50% interests in the Company, the Members shall mutually designate an independent third party expert to allocate the Assets into two pools with assets, liabilities and operatorship divided based on the Members’ respective percentage ownership of the Company, without any discount for minority interests or illiquidity. Such expert must be a national petroleum engineering or investment banking firm with expertise in the energy industry, with at least seven years of experience in valuing upstream assets of the nature held by the Company. Each Member shall pay 50% of the expert’s costs and expenses. The expert shall have 30 days to divide the Assets into groups as contemplated above and upon division, each Member would receive the Assets assigned by the expert. (iii) Each Party will be required to assume the midstream contracts containing dedications burdening the respective Assets and use reasonable best efforts to coordinate the bifurcation of any such midstream contract between the Parties with the counterparty thereof. (iv) The Members shall use reasonable best efforts to effectuate the Breakup in a manner that is tax efficient to all Parties and shall execute and deliver to the other Members such further documents as may be reasonably requested in order to give practical effect to the Breakup. (v) Upon completion of the Breakup, which shall occur as promptly after the Assets are divided but in any event no later than six months after receipt of the Breakup Notice, the Members shall take action to dissolve and liquidate the Company pursuant to the provisions of Article 10. (c) For the avoidance of doubt, the provisions in this Section 4.8 shall not apply prior to the IPO Execution Date.

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. If the Directors become deadlocked and unable to take an action with respect to, or because 9.1. In case of a lack of quorum at a duly called meeting fail to vote on or approve, “Deadlock” (any matter requiring disagreement between the approval Parties and resulting inability of the Board of Directors to approve any decision which continues to exist after two consecutive meetings of the Board of Directors convened within a period of 3 months), the disputed matter will be referred, at the option of either Party, to the respective Chief executive officers / chairmen of the board of the Parties. 9.2. If the Deadlock shall not have been resolved between the respective Parties’ Chief executive officers / chairmen of the board within sixty (60) days from the date a Party referred the disputed matter to the other Party, CGG shall have the option to purchase all of the Shares held by TAQA in the COMPANY (the “Call Option Upon Deadlock”) for a Actual Equity Value in accordance with Sections 5.4the terms of Article (16). If CGG decides to exercise its Call Option Upon Deadlock, 5.7 or otherwise CGG shall send TAQA a Call Option Upon Deadlock notice (each matter, a “Disputed MatterCall Option Upon Deadlock Notice”), then any Director appointed by a Founder Member Group maywhich shall be deemed an Appraisal Notice, within ten with sixty (1060) days from expiration of such deadlock or relevant meetingthe period of time set forth in the foregoing paragraph. 9.3. If CGG exercises its Call Option Upon Deadlock in accordance with Article 9.2, notify TAQA shall transfer and sell to CGG, all of TAQA’s Shares at the other Directors that such Disputed Matter Actual Equity Value, as defined in Article (16) below. The closing of the transfer and sale by TAQA to CGG of all of TAQA’s Shares in the COMPANY shall be voted on again by the Directors at a special meeting (the “Special Meeting”) that shall be held occur no later than ten (10) 20 calendar days following after the date final determination of the Actual Equity Value. At the closing, CGG shall pay the Actual Equity Value by delivering to TAQA cash in immediately available funds to the order of TAQA. Concurrently with the delivery of such notificationActual Equity Value, TAQA shall execute or cause to be executed such instruments of transfer as shall be sufficient to fully vest such ownership interest in TAQA’s Shares to CGG. The Directors closing 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 take place at 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 place 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)agreed upon by TAQA and CGG. 9.4. 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 CGG does not exercise its Call Option Upon Deadlock in accordance with this Agreement. The Founder Member Groups shall direct Article (9), either Party may request 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 liquidation and winding up of the date of COMPANY in which case the Special Meeting, then Shareholders shall decide to liquidate the Disputed Matter shall be considered not approved by the BoardCOMPANY.

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. If (a) Subject to Clause 15(b), there shall be a “Deadlock” if: (i) the quorum required for any duly convened Board of Directors become deadlocked Meeting, Board of Commissioners Meeting or meeting of the members of the Company is not present at the meeting, nor when it is first reconvened following an adjournment, because any Domestic Partner (whether itself or by its appointee or representative) was not in attendance; (ii) any resolution proposed at any duly convened Board of Directors Meeting by any HLNG Director and unable to take an action with in favour of which the HLNG Directors present vote is not passed; (iii) any resolution proposed at any duly convened Board of Commissioners Meeting by any HLNG Commissioner and in favour of which the HLNG Commissioners present vote is not passed; or (iv) any resolution proposed at any duly convened meeting of the members of the Company and in favour of which HLNG votes is not passed. (and each Domestic Partner so not in attendance or voting against or abstaining from voting in favour of any such resolution shall be a “Deadlock Shareholder” in respect toof that Deadlock). (b) No Deadlock arises if a meeting, or adjournment, is inquorate because the person who proposed the resolution, or one of its appointees or representatives, does not attend, or because any such person, appointee or representative votes against, or abstains from voting in respect of, the relevant resolution. (c) HLNG may within 20 Business Days of the meeting at which the Deadlock arises serve notice on the other Shareholders (a lack of quorum at “Deadlock Notice”), copied to the Company: (i) stating that in its opinion a duly called meeting fail Deadlock has occurred; and (ii) identifying the matter giving rise to vote the deadlock. (d) HLNG and each Deadlock Shareholder shall meet, and use their reasonable endeavours to resolve the matters giving rise to the Deadlock, as soon as reasonably practicable after a Deadlock Notice is received. (e) No Domestic Partner shall create or cause to be created an artificial Deadlock; and an “artificial Deadlock” shall be a Deadlock caused by a Domestic Partner, or its appointees on or approve, any matter requiring the approval of the Board of Directors or Commissioners failing to attend any meeting or voting against an issue or proposal or withholding its consent in accordance any case where such vote against or withholding of consent is, in the opinion of HLNG, being made primarily or substantially with Sections 5.4the intent to frustrate, 5.7 delay 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 prohibit the other Directors that such Disputed Matter shall be voted proper and efficient carrying 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 Business and 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 matters contemplated 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. If 13.1 A deadlock will occur if a resolution is proposed in a duly convened meeting of the Directors become deadlocked and unable to take an action with respect to, board of directors or because of a lack of quorum at a duly called convened meeting fail to vote on or approve, any matter requiring the approval of the Board Company, or if a request for approval contemplated by Clause 5.1 is made, and: (a) a quorum is not achieved at the meeting other than through the non-attendance of the proposer of the resolution and a quorum is also not achieved at any adjourned meeting; or (b) if either (i) KSB or both the A Directors nominated by KSB (or if only one such director is present, that A Director) or (ii) BBT or both the B Directors nominated by BBT (or if only one such director is present, that B Director), (other than in accordance with Sections 5.4either case the proposing party, 5.7 or otherwise the director or directors nominated by the proposing party) votes against the resolution or abstains from voting; or (each matterc) in the case of a request for approval under Clause 5.1, such approval is not forthcoming within 20 Business Days of the date the request is received in writing. 13.2 KSB or BBT may within 30 days of the event that has given rise to the deadlock serve notice (a “Disputed MatterDeadlock Notice”), then any Director appointed by a Founder Member Group may, within ten (10) days of such deadlock or relevant meeting, notify on the other Directors party stating that in its opinion a deadlock has occurred and identifying the matter over which the parties are deadlocked. 13.3 The parties undertake that following service of the Deadlock Notice they shall attempt in good faith to resolve the deadlock promptly by negotiation between senior executives of KSB and BBT. If such Disputed Matter shall be voted on again by senior executives are unable to reach a mutually acceptable resolution of the Directors at deadlock within a special meeting (the “Special Meeting”) that shall be held no later than ten (10) period of 30 days following the date of such notification. The Directors the Deadlock Notice, KSB and BBT undertake to submit the matter to the mediation procedures set out in Clause 13.4, upon receipt of a written request (the “Mediation Notice”) therefor by either KSB or BBT within a period of 45 days following the Deadlock Notice. 13.4 If either party by notice in writing under Clause 13.3 invokes mediation, then senior executives from each of KSB and BBT shall use their commercially reasonable efforts to discuss the Disputed Matter on which the Directors have been unable to mutually 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 upon a senior member of management of each Founder Member Group (a “Senior Officer”)mediator within England. Each such Founder Member Group of them shall use commercially reasonable efforts propose a list of up to cause its Senior Officer to meet and engage in discussions on the Disputed Matter five names within twenty (20) days 10 Business Days of the date of the Special Meeting (or within Mediation Notice. Each such shorter period name proposed shall be of time as may be necessary to take the action that is the subject an independent third party with appropriate experience and expertise. If any of the Disputed Matter or otherwise permit resolution names are the same the parties shall agree upon a mediator from the names they have jointly proposed. If none of the Disputed Matter in names are the same then the party who initiates mediation shall select a timely fashion)mediator from the list provided by the non-initiating party. If the Senior Officers All lists of the Founder Member Groups reach agreement mediators shall include a full resume for each mediator named 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 Agreementlist. The Founder Member Groups parties shall direct complete 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 process of selecting a mediator within thirty (30) days 15 Business Days of the date of the Special Meeting, Mediation Notice. 13.5 If neither KSB nor BBT elect to appoint a mediator within the stipulated period or they are unable to resolve the deadlock within 30 days from the date of such appointment then this Agreement will terminate and the Disputed Matter shall Company will be considered not approved by the Boardwound up in accordance with Clause 18.

Deadlock. (a) If at two (2) successive meetings, the Board is unable to reach a decision by the required vote regarding a Fundamental Matter, the Chairperson shall promptly refer such matter to the Members, who shall attempt to resolve such matter within the following thirty (30) day period (or, if mutually agreed by the Members, a longer period of time). Any resolution on such matter agreed to by the Members shall be final and binding on the Company and the Members. If the Directors become deadlocked and Members are unable to take an action with respect toresolve such matter within such period, or because of then a lack of quorum at “Deadlock” shall be in effect and either Member, so long as it is not a duly called meeting fail Defaulting Member, shall be entitled to vote on or approve, any matter requiring exercise the approval of the Board of Directors buy-sell right set forth in this Section 9.03 by delivering a Buy-Sell Offer Notice in accordance with Sections 5.4Section 9.03(b). (b) If a Deadlock is in effect and a Member (other than a Defaulting Member) wishes to exercise the buy-sell right set forth in this Section 9.03, 5.7 or otherwise (each matter, a “Disputed Matter”), then any Director appointed by a Founder such 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 MeetingInitiating Member”) that shall deliver to the other Member (the “Responding Member”) an unconditional and irrevocable written notice (the “Buy-Sell Offer Notice”) of such election, which notice shall include (i) a description of the Deadlock and (ii) the purchase price (which shall be held no later than ten payable exclusively in cash (10unless otherwise agreed by the Members in their sole discretion)) days following the date of such notification. The Directors shall use their commercially reasonable efforts to discuss the Disputed Matter on at which the Directors have been unable Initiating Member shall (A) purchase the entire Membership Interest owned by the Responding Member (the “Buy-Out Price”) or (B) sell its entire Membership Interest to agree during the period preceding Responding Member (the Special Meeting “Sell-Out Price”); provided, however, that the Buy-Out Price 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 Sell-Out Price shall be referred the same unless the Members' Percentage Interests are not equal, in which case the difference between the Buy- Out Price and Sell-Out Price shall be solely to a senior member of management of each Founder Member Group (a “Senior Officer”). Each such Founder Member Group shall use commercially reasonable efforts give effect 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 Members' proportionate ownership of the Company approved by the Board as if the action approved (based on their Percentage Interests), without giving effect to any minority or other discount or premium based on differences in such agreement were approved by interests; provided, further, however, that the Board directly Buy-Sell Purchase Price paid at closing shall be subject to adjustment, if applicable, 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 Section 9.03(e). (c) Within thirty (30) days after the Buy-Sell Offer Notice is received (the “Buy-Sell Election Date”), the Responding Member shall deliver to the Initiating Member an unconditional and irrevocable written notice (the “Response Notice”) stating whether it elects to (i) sell its entire Membership Interest to the Initiating Member for the Buy-Out Price or (ii) buy the entire Membership Interest owned by the Initiating Member for the Sell-Out Price. The failure of the date of Responding Member to deliver the Special Meeting, then Response Notice by the Disputed Matter Buy-Sell Election Date shall be considered not approved deemed to be an unconditional and irrevocable election to sell its entire Membership Interest to the Initiating Member at the Buy-Out Price. (d) The Member selling its Membership Interest pursuant to this Section 9.03 (the “Buy-Sell Selling Member”) shall, at the closing of such sale (“Buy-Sell Closing”), represent and warrant to the Member purchasing the Buy-Sell Selling Member's Membership Interest (the “Buy-Sell Purchasing Member”) that (i) the Buy-Sell Selling Member has full right, title, and interest in and to such Membership Interest, (ii) the Buy- Sell Selling Member has all necessary power and authority and has taken all necessary action to sell such Membership Interest as contemplated by this Section 9.03, and (iii) such Membership Interest is free and clear of any mortgage, pledge, lien, charge, security interest, claim, or other encumbrance (“Encumbrance”), other than those arising as a result of or under the Boardterms of this Agreement and other than restrictions arising under Applicable Law (including applicable securities laws).

Deadlock. 13.1 If the Directors become deadlocked and or the Shareholders are unable to take an action with respect tomeet or to make a decision on a Reserved Matter described in sub-paragraphs (a), (b), (e), (g) or (i) — (s), inclusive, of paragraph 5(1) of the Fifth Schedule to the Articles, or because on a Special Reserved Matter described in paragraph 6(1) of the Fifth Schedule to the Articles, respectively, within one (1) month of the earlier of such Reserved Matter or such Special Reserved Matter being:- (a) first requested in writing by a lack of quorum at Director or a duly called Shareholder to the Company to convene a meeting fail to vote on or approve, any matter requiring the approval of the Board of or Shareholders, as the case may be, to consider same if no meeting is held; or (b) if a meeting is held, considered at such meeting by the Directors or the Shareholders, as the case may be, (in accordance with Sections 5.4, 5.7 or otherwise (each matter, case a “Disputed Matterdeadlock”), then any Director appointed by a Founder Member Group mayeach of the Shareholders shall, within ten seven (107) days after the expiry of such deadlock or relevant meetingone (1) month period, notify cause its appointees on the Board to prepare and circulate to the other Directors Shareholder a memorandum or other form of statement setting out their position on the matter in dispute and their reasons for adopting that such Disputed Matter position. Each memorandum or statement shall be voted on again considered by the Directors at a special meeting (Shareholder to which it is addressed who shall endeavour to resolve 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)deadlock. If the Senior Officers Shareholders agree upon a resolution or disposition of the Founder Member Groups reach agreement on matter, they shall execute a statement setting out the Disputed Matter, any such agreement will be set forth agreed terms. The Shareholders shall exercise their voting rights and other powers available to them in writing and will be binding for all purposes as an action of relation to the Company approved by to procure that the Board as if agreed terms are fully and promptly carried into effect. 13.2 If the action approved in such agreement were approved by the Board directly deadlock is not resolved or disposed of 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 Clause 13.1 within thirty (30) days after expiry of the seven (7) day period, or such longer period as both Shareholders may agree in writing, then the holder of the issued Shares of either class (“the Seller”) may serve a written notice (“a Deadlock Notice”), in the case of the holder of the ‘A’ Shares, on the holder of the ‘B’ Shares, and in the case the Seller is the holder of the ‘B’ Shares, on the holder of the ‘A’ Shares (“the Buyer”), offering to sell (or procure the sale of) all the issued Shares of that class held by the Seller (“the Sale Shares”) to the Buyer or, failing which, to purchase all the Buyer’s Shares in accordance with the following provisions of this Clause. 13.3 The Deadlock Notice shall specify the price at which the Seller is prepared to sell the Sale Shares to the Buyer (“the Deadlock Price”) but shall not include any other condition whatsoever as the provisions of this Agreement shall apply to the Deadlock Notice and the consequential sale or purchase of Shares. 13.4 The Deadlock Notice shall be deemed to: 13.4.1 constitute an offer by the Seller, open for acceptance by the Buyer for one (1) month from the date of service of the Special MeetingDeadlock Notice (“the Buyer Purchase Period”), then to sell all (but not some only) of the Disputed Matter Sale Shares to the Buyer on the Transfer Terms at the Deadlock Price; and 13.4.2 constitute an alternative offer by the Seller to purchase all (but not some only) of the Buyer’s Shares within seven (7) days after the end of the Buyer Purchase Period on the Transfer Terms at the Deadlock Price if the Buyer does not elect to purchase all the Sale Shares before the expiry of the Buyer Purchase Period, and shall be considered irrevocable without the written consent of the other Shareholder. For the purposes of this Clause “Transfer Terms” means free from all claims, equities, liens and encumbrances whatsoever together with all rights attaching thereto at the date of service of the Deadlock Notice and subject to the provisions of this Agreement. 13.5 The Buyer may at any time before the expiry of the Buyer Purchase Period serve notice in writing upon the Seller of its desire to accept the offer referred to in Sub-Clause 13.4.1 and to purchase all (but not approved some only) of the Sale Shares on the terms set out in this Clause (“a Buyer Purchase Notice”) which may not be expressed to be subject to the fulfilment of any condition whatsoever. Upon service of a Buyer Purchase Notice on the Seller the latter shall be bound to sell (upon payment of the Deadlock Price), and the Buyer who has served a Buyer Purchase Notice shall be bound to purchase (at the Deadlock Price), all the Sale Shares, which the Seller shall transfer on the Transfer Terms. 13.6 If the Buyer does not serve a Buyer Purchase Notice before the expiry of the Buyer Purchase Period, the Buyer shall be deemed to have declined the offer by the BoardSeller referred to in sub-clause 13.4.1 and shall be deemed to have accepted the Seller’s alternative offer in Sub-clause 13.4.2 and the Buyer shall be bound to sell (upon payment of the Deadlock Price), and the Seller shall be bound to purchase (at the Deadlock Price), all the Buyer’s Shares within such seven (7) day period, which the Buyer shall transfer on the Transfer Terms. 13.7 In the following sub-clauses, “the Seller” means the holder of the Sale Shares and “the Buyer” means the person who, in accordance with the foregoing provisions of this Clause, has become bound to purchase them.

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 Jaeg▇▇ ▇▇ 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 Jaeg▇▇ ▇▇▇ber 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 Jaeg▇▇ ▇▇▇l 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 Jaeg▇▇ ▇▇▇ 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 Jaeg▇▇ ▇▇▇l 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 Jaeg▇▇ ▇▇▇ 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 Jaeg▇▇ ▇▇▇ 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. If 12.11.1 In the Directors become deadlocked and unable to take an action with respect to, or because event of a lack Deadlock, either Member may give a notice of quorum at a duly called meeting fail Deadlock 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 other (each matter, a “Disputed Matter”"Deadlock Notice"), then any Director appointed by a Founder Member Group may, within . Within ten (10) days of such deadlock or relevant meetingthe giving of a Deadlock Notice, notify an authorized representative of each Member shall meet to attempt to negotiate, in good faith, a resolution to the other Directors that such Disputed Matter Deadlock and may, if unanimously agreed, utilize a formal mediation process. Any agreed resolution to the Deadlock shall be voted binding 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 MeetingMembers, the Directors are unable to come to agreement on Manager and the Disputed Matter, Company. 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 event the Disputed Matter Deadlock is not resolved within twenty (20) 15 days of the date the Deadlock Notice was given, a Member may invoke an "Exit Negotiation" pursuant to Section 12.11.2(a). (a) Whenever a Member has the right, as provided in this Section 12.11, to invoke an Exit Negotiation, he or it may do so by giving written notice to the other (an "Exit Notice"). On the fifth (5th) business day after the giving of the Special Meeting Exit Notice (or within such shorter period of time as may be necessary the "Agreement Date"), each party shall simultaneously provide the other with a firm, written offer to take the action that is the subject purchase all, but not less than all, of the Disputed Matter or otherwise permit resolution Units owned by the other for a cash sum certain expressed on a per Unit basis (each, an "Exit Offer"). The terms and conditions for the sale of Units pursuant to any Exit Offer, with the exception of the Disputed Matter purchase price to be paid, shall be as stated in a timely fashionthe form of Purchase Agreement attached hereto as Schedule C (the "Purchase Agreement") except as otherwise mutually agreed in writing on or before the Agreement Date. Under no circumstances may an Offer be withdrawn or modified, nor may additional or conflicting terms from those stated in the Purchase Agreement be stated in an Offer. Any Offer which does not strictly comply with this Section 12.11 shall be void, as though never submitted, and there shall be no right or ability to correct any Offer which does not comply with this Section. For the avoidance of doubt, an acceptable form of Exit Offer is attached hereto as Schedule E. (b) The Exit Offer proposing the highest purchase price per Unit (the "Buyer") shall be deemed accepted by the other Member (the "Seller"). If , and the Senior Officers Members shall be deemed to have executed the Purchase Agreement as of the Founder Member Groups reach agreement Agreement Date using the Buyer's Exit Offer price as the purchase price therein. The Buyer shall complete the purchase of the Units on the Disputed Matter, any such agreement will be terms and conditions 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 Purchase Agreement within thirty (30) days from the Agreement Date. The Buyer shall be entitled to enforce the sale of the date of the Special Meeting, then the Disputed Matter shall be considered not approved Units by the BoardSeller via specific performance, and the Seller shall reimburse the Buyer for all costs, including attorney's fees, incurred by Buyer as a result thereof.