Common use of Deadlock Clause in Contracts

Deadlock. (1) If (a) the parties are unable to agree upon Performance Targets, Annual Business Plan or Minimum Distribution Levels, or (b) if Distributor has failed to achieve the applicable Performance Targets, Annual Business Plan or Minimum Distribution Levels or fails to comply with any specific requirements of Distributor under this Agreement, including Section 3 (Distributor’s Duties), Section 10 (Trade Marketing and Promotional Programs), Section 13(f) (sales velocity), and Section 13(g) (promotional activities), in any material respect, commencing with the [2015] Contract Year in accordance with Sections 13(b), 13(c) and 13(d) respectively, (clauses (a) and (b) above, collectively referred to as a “Deadlock”) then either party may, at any time after providing the other party with written notice identifying the specific issues resulting in the Deadlock and making a good faith attempt to resolve the Deadlock with the other party, but not more than three times per twelve month period, upon written notice to the other party (the “Meet and Confer Notice”), require that representatives of the other party’s senior management meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by the parties. Such meet and confer shall begin no later than seven (7) days after the other party’s receipt of such Meet and Confer Notice and shall end no later than fifteen (15) days after the other party’s receipt of such Meet and Confer Notice (the “Initial Meeting Period”). Representatives of the parties’ senior management shall meet and confer during such Initial Meeting Period until (x) resolution of the Deadlock to the parties’ mutual satisfaction or (y) conclusion of the Initial Meeting Period, whichever occurs first. (2) If the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) above, then either party may, at any time after the Initial Meeting Period, upon written notice to the other party and to KO (the “Second Meet and Confer Notice”), require representatives of the other party’s senior management and representatives of management of the applicable KO business unit (and/or at MEC’s reasonable request, such other representative of senior management of KO), to meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by MEC, Distributor and KO (including via videoconference or teleconference). Such meet and confer shall begin no later than seven (7) days after the other party’s and KO’s receipt of such Second Meet and Confer Notice and shall end no later than twenty-one (21) days after the other party’s and KO’s receipt of such Second Meet and Confer Notice (the “Second Meeting Period”). Representatives of the parties’ and the applicable KO business unit’s senior management (and/or at MEC’s reasonable request, such other representative of senior management of KO), shall meet and confer during such Second Meeting Period until (x) resolution of the Deadlock to the parties’ and KO’s satisfaction or (y) conclusion of the Second Meeting Period, whichever occurs first. For the avoidance of doubt and without limiting Section 12(a)(i)(D)(5) below, in the event that, after KO’s receipt of the Second Meet and Confer Notice, such representative of KO’s applicable business unit does not participate in accordance with the foregoing, MEC shall have the option of waiving such requirement that such KO representative participate and proceeding with the Second Meeting Period without a KO representative. (3) If, after the Second Meeting Period, the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) and Section 12(a)(i)(D)(2) above, then the Deadlock shall be resolved by reference as follows:

Deadlock. (1) If (a) the parties patties are unable to agree upon Performance Targets, the Annual Business Plan or Minimum Distribution Levels, or (b) if Distributor has failed to achieve the applicable Performance Targets, Annual Business Plan or Minimum Distribution Levels or fails to comply with any specific requirements of Distributor under this Agreement, including Section 3 (Distributor’s Duties), Section 10 (Promotion and Trade Marketing and Promotional Programsof Products), Section 13(f) (sales velocity), and Section 13(g) (promotional activities), in any material respect, commencing with the [2015] 2016 Contract Year in accordance with Sections 13(b), 13(c) and 13(d) respectively, (clauses (a) and (b) above, collectively referred to as a “Deadlock”) then t hen either party may, at any time after providing the other party with written notice identifying the specific issues resulting in the Deadlock and making a good faith attempt to resolve the Deadlock with the other party, but not more than three (3) times per twelve (12) month period, upon written notice to the other party (the “Meet and Confer Notice”), require that representatives of the other party’s senior management meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by the parties. Such meet and confer shall begin no later than seven (7) days after the other party’s receipt of such Meet and Confer Notice and shall end no later than fifteen (15) days after the other party’s receipt of such Meet and Confer Notice (the “Initial Meeting Period”). Representatives of the parties’ senior management shall meet and confer during such Initial Meeting Period until (x) resolution of the Deadlock to the parties’ mutual satisfaction or (y) conclusion of the Initial Meeting Period, whichever occurs first. (2) If lf the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(112(a)(i)(D)(l) above, then either party may, at any time after the Initial Meeting Period, upon written notice to the other party and to KO (the “Second Meet and Confer Notice”), require representatives of the other party’s senior management and representatives of management of the applicable KO business unit (and/or at MEC’s reasonable request, such other representative of senior management of KO), to meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by MEC, Distributor and KO (including via videoconference or teleconference). Such meet and confer shall begin no later than seven (7) days after the other party’s party ‘s and KO’s receipt of such Second Meet and Confer Notice and shall end no later than twenty-one (21) days after the other party’s and KO’s receipt of such Second Meet and Confer Notice (the “Second Meeting Period”). Representatives of the parties’ and the applicable KO business unit’s senior management (and/or at MEC’s reasonable request, such other representative of senior management of KO), shall meet and confer during such Second Meeting Period until (x) resolution of the Deadlock to the parties’ and KO’s satisfaction or (y) conclusion of the Second Meeting Period, whichever occurs first. For the avoidance of doubt and without limiting Section 12(a)(i)(D)(5) below, in the event that, after KO’s receipt of the Second Meet and Confer Notice, such representative of KO’s applicable business unit does not participate in accordance with the foregoing, MEC shall have the option of waiving such requirement that such KO representative participate and proceeding with the Second Meeting Period without a KO representative. (3) If, after the Second Meeting Period, the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(112(a)(i)(D)(l) and Section 12(a)(i)(D)(2) above, then the Deadlock shall be resolved by reference as follows:

Deadlock. (1) If (a) the parties are unable to agree upon Performance Targets, Annual Business Plan or Minimum Distribution Levels, or (b) if Distributor has failed to achieve the applicable Performance Targets, Annual Business Plan or Minimum Distribution Levels or fails to comply with any specific requirements of Distributor under this Agreement, including Section 3 (Distributor’s Duties), Section 10 (Trade Marketing and Promotional Programs), Section 13(f) (sales velocity), and Section 13(g) (promotional activities), in any material respect, commencing with the [2015] 2015 Contract Year in accordance with Sections 13(b), 13(c) and 13(d) respectively, (clauses (a) and (b) above, collectively referred to as a “Deadlock”) then either party may, at any time after providing the other party with written notice identifying the specific issues resulting in the Deadlock and making a good faith attempt to resolve the Deadlock with the other party, but not more than three times per twelve month period, upon written notice to the other party (the “Meet and Confer Notice”), require that representatives of the other party’s senior management meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by the parties. Such meet and confer shall begin no later than seven (7) days after the other party’s receipt of such Meet and Confer Notice and shall end no later than fifteen (15) days after the other party’s receipt of such Meet and Confer Notice (the “Initial Meeting Period”). Representatives of the parties’ senior management shall meet and confer during such Initial Meeting Period until (x) resolution of the Deadlock to the parties’ mutual satisfaction or (y) conclusion of the Initial Meeting Period, whichever occurs first. (2) If the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) above, then either party may, at any time after the Initial Meeting Period, upon written notice to the other party and to KO (the “Second Meet and Confer Notice”), require representatives of the other party’s senior management and representatives of management of the applicable KO business unit (and/or at MEC’s reasonable request, such other representative of senior management of KO), to meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by MEC, Distributor and KO (including via videoconference or teleconference). Such meet and confer shall begin no later than seven (7) days after the other party’s and KO’s receipt of such Second Meet and Confer Notice and shall end no later than twenty-one (21) days after the other party’s and KO’s receipt of such Second Meet and Confer Notice (the “Second Meeting Period”). Representatives of the parties’ and the applicable KO business unit’s senior management (and/or at MEC’s reasonable request, such other representative of senior management of KO), shall meet and confer during such Second Meeting Period until (x) resolution of the Deadlock to the parties’ and KO’s satisfaction or (y) conclusion of the Second Meeting Period, whichever occurs first. For the avoidance of doubt and without limiting Section 12(a)(i)(D)(5) below, in the event that, after KO’s receipt of the Second Meet and Confer Notice, such representative of KO’s applicable business unit does not participate in accordance with the foregoing, MEC shall have the option of waiving such requirement that such KO representative participate and proceeding with the Second Meeting Period without a KO representative. (3) If, after the Second Meeting Period, the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) and Section 12(a)(i)(D)(2) above, then the Deadlock shall be resolved by reference as follows:

Deadlock. (1) If (a) the parties are unable to agree upon Performance Targets, Annual Business Plan or Minimum Distribution Levels, or (b) if Distributor has failed to achieve the applicable Performance Targets, Annual Business Plan or Minimum Distribution Levels or fails to comply with any specific requirements of the Distributor under this Agreement, including Section 3 (Distributor’s Duties), Section 10 (Trade Marketing trade marketing and Promotional Programspromotional programs), Section 13(f) (sales velocity), and Section 13(g) (promotional activities), in any material respect, commencing with the [2015] 2015 Contract Year Year, in accordance with Sections 13(b), 13(c) and 13(d) ), respectively, (clauses (a) and (b) above, collectively referred to as a “Deadlock”) then either party may, at any time after providing the other party with written notice identifying the specific issues resulting in the Deadlock and making a good faith attempt to resolve the Deadlock with the other party, but not more than three times per twelve month period, upon written notice to the other party (the “Meet and Confer Notice”), require that representatives of the other party’s senior management meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by the parties. Such meet and confer shall begin no later than seven (7) days after the other partyDistributor’s receipt of such Meet and Confer Notice and shall end no later than fifteen (15) days after the other partyDistributor’s receipt of such Meet and Confer Notice (the “Initial Meeting Period”). Representatives of the parties’ senior management shall meet and confer during such Initial Meeting Period until (x) resolution of the Deadlock to the parties’ mutual satisfaction or (y) conclusion of the Initial Meeting Period, whichever occurs first. (2) If the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) above, then either party may, at any time after the Initial Meeting Period, upon written notice to the other party and to KO (the “Second Meet and Confer Notice”), require representatives of the other party’s senior management and representatives of management of the applicable KO business unit (and/or at MEC’s reasonable request, such other representative of senior management of KO), to meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by MEC, Distributor and KO (including via videoconference or teleconference). Such meet and confer shall begin no later than seven (7) days after the other party’s and KO’s receipt of such Second Meet and Confer Notice and shall end no later than twenty-one (21) days after the other party’s and KO’s receipt of such Second Meet and Confer Notice (the “Second Meeting Period”). Representatives of the parties’ and the applicable KO business unit’s senior management (and/or at MEC’s reasonable request, such other representative of senior management of KO), shall meet and confer during such Second Meeting Period until (x) resolution of the Deadlock to the parties’ and KO’s satisfaction or (y) conclusion of the Second Meeting Period, whichever occurs first. For the avoidance of doubt and without limiting Section 12(a)(i)(D)(5) below, in the event that, after KO’s receipt of the Second Meet and Confer Notice, such representative of KO’s applicable business unit does not participate in accordance with the foregoing, MEC shall have the option of waiving such requirement that such KO representative participate and proceeding with the Second Meeting Period without a KO representative. (3) If, after the Second Meeting Period, the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) and Section 12(a)(i)(D)(2) above, then the Deadlock shall be resolved by reference as follows:

Deadlock. (1) If (a) the parties are unable to agree upon Performance Targets, Annual Business Plan or Minimum Distribution Levels, or (b) if Distributor has failed to achieve the applicable Performance Targets, Annual Business Plan or Minimum Distribution Levels or fails to comply with any specific requirements of the Distributor under this Agreement, including Section 3 (Distributor’s Duties), Section 10 (Trade Marketing trade marketing and Promotional Programspromotional programs), Section 13(f) (sales velocity), and Section 13(g) (promotional activities), in any material respect, commencing with the [2015] 2015 Contract Year in accordance with Sections 13(b), 13(c) and 13(d) respectively, (clauses (a) and (b) above, collectively referred to as a “Deadlock”) then either party may, at any time after providing the other party with written notice identifying the specific issues resulting in the Deadlock and making a good faith attempt to resolve the Deadlock with the other party, but not more than three times per twelve month period, upon written notice to the other party (the “Meet and Confer Notice”), require that representatives of the other party’s senior management meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by the parties. Such meet and confer shall begin no later than seven (7) days after the other partyDistributor’s receipt of such Meet and Confer Notice and shall end no later than fifteen (15) days after the other partyDistributor’s receipt of such Meet and Confer Notice (the “Initial Meeting Period”). Representatives of the parties’ senior management shall meet and confer during such Initial Meeting Period until (x) resolution of the Deadlock to the parties’ mutual satisfaction or (y) conclusion of the Initial Meeting Period, whichever occurs first. (2) If the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) above, then either party MEC may, at any time after the Initial Meeting Period, upon written notice to the other party Distributor and to KO (the “Second Meet and Confer Notice”), require representatives of the other partyDistributor’s senior management and representatives of management of the applicable KO business unit (and/or at MEC’s reasonable request, such other representative of senior management of KO), to meet and confer with representatives of the notifying partyMEC’s senior management at the dates, times and place reasonably agreed by MEC, Distributor and KO (including via videoconference or teleconference). Such meet and confer shall begin no later than seven (7) days after the other partyDistributor’s and KO’s receipt of such Second Meet and Confer Notice and shall end no later than twenty-one (21) days after the other party’s and KODistributor’s receipt of such Second Meet and Confer Notice (the “Second Meeting Period”). Representatives of the parties’ and the applicable KO business unit’s senior management (and/or at MEC’s reasonable request, such other representative of senior management of KO), shall meet and confer during such Second Meeting Period until (x) resolution of the Deadlock to the parties’ and KO’s satisfaction or (y) conclusion of the Second Meeting Period, whichever occurs first. For the avoidance of doubt and without limiting Section 12(a)(i)(D)(5) below, in the event that, after KO’s receipt of the Second Meet and Confer Notice, such representative of KO’s applicable business unit does not participate in accordance with the foregoing, MEC shall have the option of waiving such requirement that such KO representative participate and proceeding with the Second Meeting Period without a KO representative. (3) If, after the Second Meeting Period, the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) and Section 12(a)(i)(D)(2) above, then the Deadlock shall be resolved by reference as follows:

Deadlock. (1) If (a) the parties are unable to agree upon Performance Targets, Annual Business Plan or Minimum Distribution Levels, Levels or (b) if Distributor has failed to achieve the applicable Performance Targets, Annual Business Plan or Minimum Distribution Levels or fails to comply with any specific requirements of the Distributor under this Agreement, including Section 3 (Distributor’s Duties), Section 10 (Trade Marketing trade marketing and Promotional Programspromotional programs), Section 13(f) (sales velocity), and Section 13(g) (promotional activities), in any material respect, commencing with the [2015] 2015 Contract Year Year, in accordance with Sections 13(b), 13(c) and 13(d) ), respectively, (clauses (a) and (b) above, collectively referred to as a “Deadlock”) then either party may, at any time after providing the other party with written notice identifying the specific issues resulting in the Deadlock and making a good faith attempt to resolve the Deadlock with the other party, but not more than three times per twelve month period, upon written notice to the other party (the “Meet and Confer Notice”), require that representatives of the other party’s senior management meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by the parties. Such meet and confer shall begin no later than seven (7) days after the other partyDistributor’s receipt of such Meet and Confer Notice and shall end no later than fifteen (15) days after the other partyDistributor’s receipt of such Meet and Confer Notice (the “Initial Meeting Period”). Representatives of the parties’ senior management shall meet and confer during such Initial Meeting Period until (x) resolution of the Deadlock to the parties’ mutual satisfaction or (y) conclusion of the Initial Meeting Period, whichever occurs first. (2) If the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) above, then either party may, at any time after the Initial Meeting Period, upon written notice to the other party and to KO (the “Second Meet and Confer Notice”), require representatives of the other party’s senior management and representatives of management of the applicable KO business unit (and/or at MEC’s reasonable request, such other representative of senior management of KO), to meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by MEC, Distributor and KO (including via videoconference or teleconference). Such meet and confer shall begin no later than seven (7) days after the other party’s and KO’s receipt of such Second Meet and Confer Notice and shall end no later than twenty-one (21) days after the other party’s and KO’s receipt of such Second Meet and Confer Notice (the “Second Meeting Period”). Representatives of the parties’ and the applicable KO business unit’s senior management (and/or at MEC’s reasonable request, such other representative of senior management of KO), shall meet and confer during such Second Meeting Period until (x) resolution of the Deadlock to the parties’ and KO’s satisfaction or (y) conclusion of the Second Meeting Period, whichever occurs first. For the avoidance of doubt and without limiting Section 12(a)(i)(D)(5) below, in the event that, after KO’s receipt of the Second Meet and Confer Notice, such representative of KO’s applicable business unit does not participate in accordance with the foregoing, MEC shall have the option of waiving such requirement that such KO representative participate and proceeding with the Second Meeting Period without a KO representative. (3) If, after the Second Meeting Period, the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) and Section 12(a)(i)(D)(2) above, then the Deadlock shall be resolved by reference as follows:

Deadlock. (1) If (a) the parties are unable to agree upon Performance Targets, the Annual Business Plan or Minimum Distribution Levels, or (b) if Distributor has failed to achieve the applicable Performance Targets, Annual Business Plan or Minimum Distribution Levels or fails to comply with any specific requirements of Distributor under this Agreement, including Section 3 (Distributor’s Duties), Section 10 (Promotion and Trade Marketing and Promotional Programsof Products), Section 13(f) (sales velocity), and Section 13(g) (promotional activities), in any material respect, commencing with the [2015] 2018 Contract Year in accordance with Sections 13(b), 13(c) and 13(d) respectively, (clauses (a) and (b) above, collectively referred to as a “Deadlock”) then either party may, at any time after providing the other party with written notice identifying the specific issues resulting in the Deadlock and making a good faith attempt to resolve the Deadlock with the other party, but not more than three (3) times per twelve (12) month period, upon written notice to the other party (the “Meet and Confer Notice”), require that representatives of the other party’s senior management meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by the parties. Such meet and confer shall begin no later than seven (7) days after the other party’s receipt of such Meet and Confer Notice and shall end no later than fifteen (15) days after the other party’s receipt of such Meet and Confer Notice (the “Initial Meeting Period”). Representatives of the parties’ senior management shall meet and confer during such Initial Meeting Period until (x) resolution of the Deadlock to the parties’ mutual satisfaction or (y) conclusion of the Initial Meeting Period, whichever occurs first. (2) If the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) above, then either party may, at any time after the Initial Meeting Period, upon written notice to the other party and to KO (the “Second Meet and Confer Notice”), require representatives of the other party’s senior management and representatives of management of the applicable KO business unit (and/or at MEC’s reasonable request, such other representative of senior management of KO), to meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by MEC, Distributor and KO (including via videoconference or teleconference). Such meet and confer shall begin no later than seven (7) days after the other party’s and KO’s receipt of such Second Meet and Confer Notice and shall end no later than twenty-one (21) days after the other party’s and KO’s receipt of such Second Meet and Confer Notice (the “Second Meeting Period”). Representatives of the parties’ and the applicable KO business unit’s senior management (and/or at MEC’s reasonable request, such other representative of senior management of KO), shall meet and confer during such Second Meeting Period until (x) resolution of the Deadlock to the parties’ and KO’s satisfaction or (y) conclusion of the Second Meeting Period, whichever occurs first. For the avoidance of doubt and without limiting Section 12(a)(i)(D)(5) below, in the event that, after KO’s receipt of the Second Meet and Confer Notice, such representative of KO’s applicable business unit does not participate in accordance with the foregoing, MEC shall have the option of waiving such requirement that such KO representative participate and proceeding with the Second Meeting Period without a KO representative. (3) If, after the Second Meeting Period, the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) and Section 12(a)(i)(D)(2) above, then the Deadlock shall be resolved by reference as follows:

Deadlock. (1) If (a) If the parties are Board is unable to agree upon Performance Targetsreach an agreement on any matter requiring Board approval set forth in clauses (m) through (v) of Section 8.9 in any two successive meetings of the Board or within 30 days after such matter is first raised at a meeting of the Board, Annual Business Plan whichever is less (or Minimum Distribution Levelsif Section 8.13(b) is applicable with respect to such matter and the requisite Shareholder approval is not obtained within 30 days after the matter giving rise to the disagreement has been raised) (the “Deadlock Date”), or except as otherwise provided in Section 12.3(b), the disagreement with respect to such matter (the “Deadlocked Matter”) shall be resolved pursuant to the procedures set forth in this Section 8.10. (b) if Distributor Within 14 days after the Deadlock Date, either Party may deliver a deadlock notice (the “Deadlock Notice”) to the other Party stating that it has failed elected to achieve invoke the applicable Performance Targetsescalation procedures with respect to the relevant Deadlocked Matter. (c) The chief executive officer (or the Person holding the most senior management position) of each Party’s ultimate parent company, Annual Business Plan which in the case of USEV is USEV and Lingstar is LINGSTAR, shall meet with each other, either in person or Minimum Distribution Levels or fails to comply with any specific requirements of Distributor under this Agreement, including Section 3 (Distributor’s Duties), Section 10 (Trade Marketing and Promotional Programs), Section 13(f) (sales velocity)by telephone, and Section 13(g) (promotional activities), in any material respect, commencing with the [2015] Contract Year in accordance with Sections 13(b), 13(c) and 13(d) respectively, (clauses (a) and (b) above, collectively referred to as a “Deadlock”) then either party may, at any time after providing the other party with written notice identifying the specific issues resulting in the Deadlock and making a good faith attempt to resolve the relevant Deadlocked Matter within 30 days after the date of delivery of a Deadlock with Notice. (d) If, after negotiation in good faith, the other partychief executive officers are unable to reach an agreement on the relevant Deadlocked Matter within a period of 30 days after the date on which the Deadlock Notice is delivered, but not more than three times per twelve month period, upon written notice to the other party either Party (the “Meet and Confer NoticeInvoking Party”), require that representatives of the other party’s senior management meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by the parties. Such meet and confer shall begin no later than seven (7) days after the other party’s receipt of such Meet and Confer Notice and shall end no later than fifteen (15) days after the other party’s receipt of such Meet and Confer Notice (the “Initial Meeting Period”). Representatives of the parties’ senior management shall meet and confer during such Initial Meeting Period until (x) resolution of may elect to invoke the Deadlock to the parties’ mutual satisfaction or (y) conclusion of the Initial Meeting Period, whichever occurs first. (2) If the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) above, then either party may, at any time after the Initial Meeting Period, upon written notice to the other party and to KO (the “Second Meet and Confer Notice”), require representatives of the other party’s senior management and representatives of management of the applicable KO business unit (and/or at MEC’s reasonable request, such other representative of senior management of KO), to meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by MEC, Distributor and KO (including via videoconference or teleconference). Such meet and confer shall begin no later than seven (7) Option within 14 days after the other party’s and KO’s receipt of such Second Meet and Confer Notice and shall end no later than twenty-one (21) days after the other party’s and KO’s receipt of such Second Meet and Confer Notice (the “Second Meeting Period”). Representatives of the parties’ and the applicable KO business unit’s senior management (and/or at MEC’s reasonable request, such other representative of senior management of KO), shall meet and confer during such Second Meeting Period until (x) resolution of the Deadlock to the parties’ and KO’s satisfaction or (y) conclusion of the Second Meeting Period, whichever occurs first. For the avoidance of doubt and without limiting Section 12(a)(i)(D)(5) below, in the event that, after KO’s receipt of the Second Meet and Confer Notice, such representative of KO’s applicable business unit does not participate thereafter in accordance with the foregoing, MEC shall have the option of waiving such requirement that such KO representative participate and proceeding with the Second Meeting Period without a KO representativeprocedures set forth in Section 8.10(e). (3) If, after the Second Meeting Period, the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) and Section 12(a)(i)(D)(2) above, then the Deadlock shall be resolved by reference as follows:

Deadlock. 23.1 The Parties agree that a deadlock (1'Deadlock') If arises, in respect of a matter, on the first date on which the following requirements are satisfied: (a) a meeting of Directors cannot be convened because of the parties absence of the required quorum after three successive attempts; or (b) a matter of Important Business has arisen for the determination of the Board and the Board is unable to reach a decision with the requisite majority after three successive attempts (together with (a) a 'Board Deadlock'); or (c) a general meeting of Shareholders cannot be convened because of the absence of the required quorum after three successive attempts; or (d) a Reserved Matter has arisen for the approval of the Shareholders and the Shareholders are unable to agree upon Performance Targetsapprove such matter with the requisite majority after three successive attempts (together with (c) a 'Shareholder Deadlock'); or 23.2 If a Deadlock arises and the Shareholders have not otherwise resolved the matter, Annual Business Plan or Minimum Distribution Levelsany Shareholder ('first party') may issue a notice ('Trigger Notice') to the other Shareholder ('second party') in which the first party shall: (a) offer to purchase all, or but not less than all, of the second party's Shares; (b) if Distributor has failed specify the price at which the first party is willing to achieve purchase the applicable Performance Targetsrelevant Shares; and (c) nominate a completion date, Annual which is to be not less than 30 Business Plan or Minimum Distribution Levels or fails Days and not more than 40 Business Days after the date of the Trigger Notice. 23.3 The second party must, within 10 Business Days following the date of the Trigger Notice elect, by notice in writing to comply with any specific requirements of Distributor under this Agreementthe first party, including Section 3 (Distributor’s Duties), Section 10 (Trade Marketing and Promotional Programs), Section 13(f) (sales velocity), and Section 13(g) (promotional activities), in any material respect, commencing with the [2015] Contract Year in accordance with Sections 13(b), 13(c) and 13(d) respectively, (clauses either to: (a) and sell all of its Shares to the first party; or (b) abovepurchase all of the first party's Shares, collectively referred to as a “Deadlock”) then in either party maycase, at any time after providing the other party with written notice identifying the specific issues resulting price specified in the Deadlock and making a good faith attempt to resolve the Deadlock with the other party, but not more than three times per twelve month period, upon written notice to the other party (the “Meet and Confer Notice”), require that representatives of the other party’s senior management meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by the parties. Such meet and confer shall begin no later than seven (7) days after the other party’s receipt of such Meet and Confer Trigger Notice and shall end no later than fifteen (15) days after the other party’s receipt of such Meet and Confer Notice (the “Initial Meeting Period”). Representatives of the parties’ senior management shall meet and confer during such Initial Meeting Period until (x) resolution of the Deadlock to the parties’ mutual satisfaction or (y) conclusion of the Initial Meeting Period, whichever occurs first. (2) If the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) above, then either party may, at any time after the Initial Meeting Period, upon written notice to the other party and to KO (the “Second Meet and Confer Notice”), require representatives of the other party’s senior management and representatives of management of the applicable KO business unit (and/or at MEC’s reasonable request, such other representative of senior management of KO), to meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by MEC, Distributor and KO (including via videoconference or teleconference). Such meet and confer shall begin no later than seven (7) days after the other party’s and KO’s receipt of such Second Meet and Confer Notice and shall end no later than twenty-one (21) days after the other party’s and KO’s receipt of such Second Meet and Confer Notice (the “Second Meeting Period”). Representatives of the parties’ and the applicable KO business unit’s senior management (and/or at MEC’s reasonable request, such other representative of senior management of KO), shall meet and confer during such Second Meeting Period until (x) resolution of the Deadlock to the parties’ and KO’s satisfaction or (y) conclusion of the Second Meeting Period, whichever occurs first. For the avoidance of doubt and without limiting Section 12(a)(i)(D)(5) belowand, in the event thatan election is not made within the relevant time period, after KO’s receipt the second party is deemed to have elected (a). 23.4 Upon an election (or deemed election) being made pursuant to clause 23.3, a contract of sale, including the terms specified in the Trigger Notice, shall be deemed to arise between the first party and the second party on the earlier of the Second Meet date the second party gave the notice referred to in clause 23.3 or the expiry of the election period, and Confer completion shall occur within the period specified in the Trigger Notice, such representative of KO’s applicable business unit does not participate in accordance with the foregoing, MEC shall have the option of waiving such requirement that such KO representative participate and proceeding with the Second Meeting Period without a KO representative. (3) If, after the Second Meeting Period, the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) and Section 12(a)(i)(D)(2) above, then the Deadlock shall be resolved by reference as follows:

Deadlock. (1) If (a) the parties are unable to agree upon Performance Targets, Annual Business Plan or Minimum Distribution Levels, Levels or (b) if Distributor *** Indicates portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. has failed to achieve the applicable Performance Targets, Annual Business Plan or Minimum Distribution Levels *** or fails to comply with any specific requirements of Distributor under this Agreement, including Section 3 (Distributor’s Duties), Section 10 (Trade Marketing and Promotional Programs), Section 13(f) (sales velocity), and Section 13(g) (promotional activities)***, in any material respect, commencing with the [2015] Contract Year ***, in accordance with Sections 13(b), 13(c) and 13(d) respectively, (clauses (a) and (b) above, collectively referred to as a “Deadlock”) then either party may, at any time after providing the other party with written notice identifying the specific issues resulting in the Deadlock and making a good faith attempt to resolve the Deadlock with the other party, but not more than three times per twelve month period, upon written notice to the other party (the “Meet and Confer Notice”), require that representatives of the other party’s senior management meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by the parties. Such meet and confer shall begin no later than seven (7) *** days after the other party’s receipt of such Meet and Confer Notice and shall end no later than fifteen (15) *** days after the other party’s receipt of such Meet and Confer Notice (the “Initial Meeting Period”). Representatives of the parties’ senior management shall meet and confer during such Initial Meeting Period until (x) resolution of the Deadlock to the parties’ mutual satisfaction or (y) conclusion of the Initial Meeting Period, whichever occurs first. (2) If the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) above, then either party may, at any time after the Initial Meeting Period, upon written notice to the other party and to KO (the “Second Meet and Confer Notice”), require representatives of the other party’s senior management and representatives of management of the applicable KO business unit (and/or at MEC’s reasonable request, such other representative of senior management of KO), to meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by MEC, Distributor and KO (including via videoconference or teleconference). Such meet and confer shall begin no later than seven (7) *** days after the other party’s and KO’s receipt of such Second Meet and Confer Notice and shall end no later than twenty-one (21) *** days after the other party’s and KO’s receipt of such Second Meet and Confer Notice (the “Second Meeting Period”). Representatives of the parties’ and the applicable KO business unit’s senior management (and/or at MEC’s reasonable request, such other representative of senior management of KO), shall meet and confer during such Second Meeting Period until (x) resolution of the Deadlock to the parties’ and KO’s satisfaction or (y) conclusion of the Second Meeting Period, whichever occurs first. For the avoidance of doubt and without limiting Section 12(a)(i)(D)(5) below, in the event that, after KO’s receipt of the Second Meet and Confer Notice, such representative of KO’s applicable business unit does not participate in accordance with the foregoing, MEC shall have the option of waiving such requirement that such KO representative participate and proceeding with the Second Meeting Period without a KO representative. (3) If, after the Second Meeting Period, the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) and Section 12(a)(i)(D)(2) above, then the Deadlock shall be resolved by reference as follows:: *** Indicates portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Deadlock. (1) If (a) 8.1 For the parties are unable to agree upon Performance Targetspurpose of this clause 8, Annual Business Plan or Minimum Distribution Levels, or (b) if Distributor has failed to achieve the applicable Performance Targets, Annual Business Plan or Minimum Distribution Levels or fails to comply with any specific requirements of Distributor under this Agreement, including Section 3 (Distributor’s Duties), Section 10 (Trade Marketing and Promotional Programs), Section 13(f) (sales velocity), and Section 13(g) (promotional activities), in any material respect, commencing with the [2015] Contract Year in accordance with Sections 13(b), 13(c) and 13(d) respectively, (clauses (a) and (b) above, collectively referred to as a “Deadlock”” shall be deemed to occur if: (A) then any of the Reserved Matters or any other matter relating to any CTH Group Member has been raised at and/or considered by a meeting of the Board or a general meeting of CTH, in either party maycase 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 any time after providing least two successive occasions; or (B) a quorum is not present at three successive duly convened Board or general meetings by reason of the other party with written notice identifying absence from that general meeting of the specific issues resulting same Shareholder or, in the case of a Board meeting, a person nominated as a Director by the same Shareholder. 8.2 In the event of any such Deadlock, the matter shall be referred to a representative of each of Alfa or Cukurova to be designated by each of them respectively within six days of the Deadlock and making a good faith attempt occurring. During the Reserved Matters Grace Period, Alfa or Cukurova shall use their best endeavours to resolve the Deadlock. If the Deadlock with the other party, but cannot more than three times per twelve month period, upon written notice be resolved prior to the other party later to occur of (the “Meet and Confer Notice”), require that representatives i) 30 days following each of the other party’s senior management meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by the parties. Such meet and confer shall begin no later than seven (7) days after the other party’s receipt of such Meet and Confer Notice and shall end no later than fifteen (15) days after the other party’s receipt of such Meet and Confer Notice (the “Initial Meeting Period”). Representatives of the parties’ senior management shall meet and confer during such Initial Meeting Period until (x) resolution of the Deadlock to the parties’ mutual satisfaction Alfa or (y) conclusion of the Initial Meeting Period, whichever occurs first. (2) If the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) above, then either party may, at any time after the Initial Meeting Period, upon written notice to the other party and to KO (the “Second Meet and Confer Notice”), require representatives of the other party’s senior management and representatives of management of the applicable KO business unit (and/or at MEC’s reasonable request, such other Cukurova designating a representative of senior management of KO), to meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by MEC, Distributor and KO (including via videoconference or teleconference). Such meet and confer shall begin no later than seven (7) days after the other party’s and KO’s receipt of such Second Meet and Confer Notice and shall end no later than twenty-one (21) days after the other party’s and KO’s receipt of such Second Meet and Confer Notice (the “Second Meeting Period”). Representatives of the parties’ and the applicable KO business unit’s senior management (and/or at MEC’s reasonable request, such other representative of senior management of KO), shall meet and confer during such Second Meeting Period until (x) resolution of the Deadlock to the parties’ and KO’s satisfaction or (y) conclusion of the Second Meeting Period, whichever occurs first. For the avoidance of doubt and without limiting Section 12(a)(i)(D)(5) below, in the event that, after KO’s receipt of the Second Meet and Confer Notice, such representative of KO’s applicable business unit does not participate in accordance with the foregoingforegoing or (ii) the expiry of the Reserved Matters Grace Period, MEC shall have either Alfa or Cukurova may serve notice (“a Warning Notice”) that it intends to implement the option of waiving such requirement that such KO representative participate and proceeding with the Second Meeting Period without a KO representativedeadlock procedure contemplated by this clause 8. (3) If, after the Second Meeting Period, the parties are unable to resolve 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 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 Section 12(a)(i)(D)(1) and Section 12(a)(i)(D)(2) above, then requirements of the Deadlock Option Notice and shall be resolved bound (subject only to any Regulatory Approvals) to complete the sale and purchase of each of the relevant CTH Shares at the Specified Price within 30 days after the period specified in clause 8.4 or, if any Regulatory Approval has not been obtained by reference as follows:the end of that period, within 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 relevant CTH Shares at the Specified Price within 30 days after such election or, if any Regulatory Approval has not been obtained by the end of that period, within 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. 8.7 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 the Specified 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. 8.1 For the purpose of this clause 8, a "Deadlock" shall be deemed to occur if: (1A) If (a) any of the parties are unable Reserved Matters or any other matter relating to agree upon Performance Targetsany CTH Group Member has been raised at and/or considered by a meeting of the Board or a general meeting of CTH, Annual Business Plan or Minimum Distribution Levels, or (b) if Distributor has failed to achieve the applicable Performance Targets, Annual Business Plan or Minimum Distribution Levels or fails to comply with any specific requirements of Distributor under this Agreement, including Section 3 (Distributor’s Duties), Section 10 (Trade Marketing and Promotional Programs), Section 13(f) (sales velocity)in either case where a quorum was present, and Section 13(gno 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) (promotional activities)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 the case of a Board meeting, a person nominated as a Director by the same Shareholder. 8.2 In the event of any material respectsuch Deadlock, commencing with the [2015] Contract Year in accordance with Sections 13(b), 13(c) and 13(d) respectively, (clauses (a) and (b) above, collectively matter shall be referred to as a “Deadlock”) then either party may, at any time after providing the other party with written notice identifying the specific issues resulting in representative of each of Alfa or Cukurova to be designated by each of them respectively within six days of the Deadlock and making a good faith attempt occurring. During the Reserved Matters Grace Period, Alfa or Cukurova shall use their best endeavours to resolve the Deadlock. If the Deadlock with the other party, but cannot more than three times per twelve month period, upon written notice be resolved prior to the other party later to occur of (the “Meet and Confer Notice”), require that representatives i) 30 days following each of the other party’s senior management meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by the parties. Such meet and confer shall begin no later than seven (7) days after the other party’s receipt of such Meet and Confer Notice and shall end no later than fifteen (15) days after the other party’s receipt of such Meet and Confer Notice (the “Initial Meeting Period”). Representatives of the parties’ senior management shall meet and confer during such Initial Meeting Period until (x) resolution of the Deadlock to the parties’ mutual satisfaction Alfa or (y) conclusion of the Initial Meeting Period, whichever occurs first. (2) If the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) above, then either party may, at any time after the Initial Meeting Period, upon written notice to the other party and to KO (the “Second Meet and Confer Notice”), require representatives of the other party’s senior management and representatives of management of the applicable KO business unit (and/or at MEC’s reasonable request, such other Cukurova designating a representative of senior management of KO), to meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by MEC, Distributor and KO (including via videoconference or teleconference). Such meet and confer shall begin no later than seven (7) days after the other party’s and KO’s receipt of such Second Meet and Confer Notice and shall end no later than twenty-one (21) days after the other party’s and KO’s receipt of such Second Meet and Confer Notice (the “Second Meeting Period”). Representatives of the parties’ and the applicable KO business unit’s senior management (and/or at MEC’s reasonable request, such other representative of senior management of KO), shall meet and confer during such Second Meeting Period until (x) resolution of the Deadlock to the parties’ and KO’s satisfaction or (y) conclusion of the Second Meeting Period, whichever occurs first. For the avoidance of doubt and without limiting Section 12(a)(i)(D)(5) below, in the event that, after KO’s receipt of the Second Meet and Confer Notice, such representative of KO’s applicable business unit does not participate in accordance with the foregoingforegoing or (ii) the expiry of the Reserved Matters Grace Period, MEC shall have either Alfa or Cukurova may serve notice ("a Warning Notice") that it intends to implement the option of waiving such requirement that such KO representative participate and proceeding with the Second Meeting Period without a KO representativedeadlock procedure contemplated by this clause 8. (3) If, after the Second Meeting Period, the parties are unable to resolve 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 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 Section 12(a)(i)(D)(1) and Section 12(a)(i)(D)(2) above, then requirements of the Deadlock Option Notice and shall be resolved bound (subject only to any Regulatory Approvals) to complete the sale and purchase of each of the relevant CTH Shares at the Specified Price within 30 days after the period specified in clause 8.4 or, if any Regulatory Approval has not been obtained by reference as follows:the end of that period, within 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 relevant CTH Shares at the Specified Price within 30 days after such election or, if any Regulatory Approval has not been obtained by the end of that period, within 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. 8.7 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 the Specified 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. (1) If (a) the parties are unable to agree upon Performance Targets, Annual Business Plan or Minimum Distribution Levels, or (b) if Distributor has failed to achieve the applicable Performance Targets, Annual Business Plan or Minimum Distribution Levels or fails to comply with any specific requirements of Distributor under this Agreement, including Section 3 (Distributor’s Duties), Section 10 (Trade Marketing and Promotional Programs), Section 13(f) (sales velocity), and Section 13(g) (promotional activities), in any material respect, commencing with the [2015] Contract Year in accordance with Sections 13(b), 13(c) and 13(d) respectively, (clauses (a) and (b) above, collectively referred to as a “Deadlock”) then either party may, at any time after providing the other party with written notice identifying the specific issues resulting in the Deadlock and making a good faith attempt to resolve the Deadlock with the other party, but not more than three (3) times per twelve (12) month period, upon written notice to the other party (the “Meet and Confer Notice”), require that representatives of the other party’s senior management meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by the parties. Such meet and confer shall begin no later than seven (7) days after the other party’s receipt of such Meet and Confer Notice and shall end no later than fifteen (15) days after the other party’s receipt of such Meet and Confer Notice (the “Initial Meeting Period”). Representatives of the parties’ senior management shall meet and confer during such Initial Meeting Period until (x) resolution of the Deadlock to the parties’ mutual satisfaction or (y) conclusion of the Initial Meeting Period, whichever occurs first. (2) If the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) above, then either party may, at any time after the Initial Meeting Period, upon written notice to the other party and to KO (the “Second Meet and Confer Notice”), require representatives of the other party’s senior management and representatives of management of the applicable KO business unit (and/or at MECMEL’s reasonable request, such other representative of senior management of KO), to meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by MEC▇▇▇, Distributor and KO (including via videoconference or teleconference). Such meet and confer shall begin no later than seven (7) days after the other party’s and KO’s receipt of such Second Meet and Confer Notice and shall end no later than twenty-one (21) days after the other party’s and KO’s receipt of such Second Meet and Confer Notice (the “Second Meeting Period”). Representatives of the parties’ and the applicable KO business unit’s senior management (and/or at MECMEL’s reasonable request, such other representative of senior management of KO), shall meet and confer during such Second Meeting Period until (x) resolution of the Deadlock to the parties’ and KO’s satisfaction or (y) conclusion of the Second Meeting Period, whichever occurs first. For the avoidance of doubt and without limiting Section 12(a)(i)(D)(5) below, in the event that, after KO’s receipt of the Second Meet and Confer Notice, such representative of KO’s applicable business unit does not participate in accordance with the foregoing, MEC ▇▇▇ shall have the option of waiving such requirement that such KO representative participate and proceeding with the Second Meeting Period without a KO representative. (3) If, after the Second Meeting Period, the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) and Section 12(a)(i)(D)(2) above, then the Deadlock shall be resolved by reference as follows:

Deadlock. (1i) If A “Deadlock” shall occur if (x) the members of the Board of Directors appointed by one Member vote against any action (which is not subsequently withdrawn) requiring the supermajority vote of the Board of Directors pursuant to Section 4.01(h) and the members of the Board of Directors appointed by the other Member vote for such action and (y) the Board of Directors negotiating in good faith cannot resolve such disagreement within the thirty (30) days immediately following (a) the parties are unable to agree upon Performance Targets, Annual Business Plan or Minimum Distribution Levels, or (b) if Distributor has failed to achieve the applicable Performance Targets, Annual Business Plan or Minimum Distribution Levels or fails to comply with any specific requirements of Distributor under this Agreement, including Section 3 (Distributor’s Duties), Section 10 (Trade Marketing and Promotional Programs), Section 13(f) (sales velocity), and Section 13(g) (promotional activities), in any material respect, commencing with the [2015] Contract Year in accordance with Sections 13(b), 13(c) and 13(d) respectively, (clauses (a) such vote and (b) above, collectively referred after escalation of such matter to as a “Deadlock”) then either party may, at any time after providing the other party with written notice identifying the specific issues resulting in the Deadlock and making a good faith attempt negotiations between the Chief Executive Officers of FNBO and CDEC. (ii) If a Deadlock has occurred and has not been resolved pursuant to resolve the Deadlock with the other party, but not more than three times per twelve month period, upon written notice to the other party (the “Meet and Confer Notice”Section 6.03(g)(i), require that representatives of the other party’s senior management meet and confer with representatives of the notifying party’s senior management at the dates, times and place reasonably agreed by the parties. Such meet and confer shall begin no later than seven CDEC may initiate this Buy/Sell provision within thirty (730) days after the other partyexpiration of the 30 day period specified in Section 6.03(g)(i). If CDEC has not delivered the Triggering Notice (as defined below) to the Responding Party (as defined below) within such period, then CDEC’s receipt of right to initiate this Buy/Sell provision will be terminated with respect to such Meet and Confer Notice and shall end no later than fifteen (15) days after the other party’s receipt of such Meet and Confer Notice Deadlock. If, during a Deadlock, CDEC (the “Initial Meeting PeriodRequesting Party”). Representatives , in its sole and absolute discretion, elects to sell all of the parties’ senior management shall meet Units owned by CDEC and confer during such Initial Meeting Period until (x) resolution its Affiliates or otherwise elects to purchase all of the Deadlock to the parties’ mutual satisfaction or (y) conclusion of the Initial Meeting Period, whichever occurs first. (2) If the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) above, then either party may, at any time after the Initial Meeting Period, upon written notice to Units owned by the other party Member(s) and to KO its/their Affiliates (collectively, the “Responding Party”) (provided that the Requesting Party is not in material default at such time under this Agreement), the following provisions shall apply (the “Second Meet Buy/Sell Provisions”): (A) The Requesting Party shall deliver a written notice (the “Triggering Notice”) to the Responding Party. The Triggering Notice shall include the Company Price, set forth the details of the Buy/Sell proposal and Confer Noticethe matters required pursuant to Section 6.03(g)(ii)(C) and shall contain an unconditional offer by the Requesting Party to, at the election of the Responding Party, either (i) sell (in which case the Requesting Party shall be known as the “Selling Party” and the Responding Party shall be known as the “Purchasing Party”) its Units to the Responding Party or to one or more third parties designated by the Responding Party or (ii) acquire, or designate one or more third parties that shall acquire (in which case the Responding Party shall be known as the “Selling Party” and the Requesting Party shall be known as the “Purchasing Party”), require representatives of the other party’s senior management and representatives of management of Units then owned by the applicable KO business unit (and/or at MEC’s reasonable requestResponding Party, such other representative of senior management of KO), to meet and confer with representatives of in either case within the notifying party’s senior management at the dates, times and place reasonably agreed by MEC, Distributor and KO (including via videoconference or teleconferencetime periods specified in this Section 6.03(g)(ii). Such meet and confer shall begin no later than seven (7) days after The “Company Price” means the other party’s and KO’s receipt of such Second Meet and Confer Notice and shall end no later than twenty-one (21) days after aggregate value assigned by the other party’s and KO’s receipt of such Second Meet and Confer Notice Requesting Party to the Company. The price (the “Second Meeting PeriodBuy/Sell Price”). Representatives ) that shall be paid by the Purchasing Party for the Units of the parties’ Selling Party (and its Affiliates) shall be the applicable KO business unit’s senior management amount the Selling Party (and/or at MEC’s reasonable request, such other representative of senior management of KO), shall meet and confer during such Second Meeting Period until (xits Affiliates) resolution of would receive if the Deadlock Company Price were distributed or paid to the parties’ and KO’s satisfaction or (y) conclusion of the Second Meeting Period, whichever occurs first. For the avoidance of doubt and without limiting Members pursuant to Section 12(a)(i)(D)(5) below, in the event that, after KO’s receipt of the Second Meet and Confer Notice, such representative of KO’s applicable business unit does not participate in accordance with the foregoing, MEC shall have the option of waiving such requirement that such KO representative participate and proceeding with the Second Meeting Period without a KO representative6.02(c). (3) If, after the Second Meeting Period, the parties are unable to resolve the Deadlock in accordance with Section 12(a)(i)(D)(1) and Section 12(a)(i)(D)(2) above, then the Deadlock shall be resolved by reference as follows: