Common use of Deadlock Clause in Contracts

Deadlock. In the event of a Deadlock, either Shareholder may notify the other in writing that a Deadlock exists (a “Deadlock Notice”). Upon delivery of a Deadlock Notice, the Shareholders shall endeavor to resolve the Deadlock in good faith. If such Deadlock has not been resolved within forty-five (45) days after the delivery of such Deadlock Notice, then either Shareholder may at any time thereafter deliver to the other a written request (the “Deadlock Meeting Request”) that the matter that is the subject of the Deadlock be considered by the respective chief executive officers of Fosun Pharma and Chindex who shall meet together in person within thirty (30) days after delivery of the Deadlock Meeting Request and use their reasonable efforts to resolve the Deadlock. Such meeting shall be held (i) in Shanghai, China or (ii) at such other location as may be mutually acceptable to such chief executive officers. The chief executive officers may agree to extend any of the time periods specified above with respect to any Deadlock. If the chief executive officers resolve such Deadlock, they shall jointly issue a statement setting out the terms of such resolution, and JVCO and the Shareholders shall cause the terms of such resolution to be implemented. If such Deadlock is not resolved by the two chief executive officers after at least three such meetings, then (A) if such Deadlock is a Special Deadlock Matter, the Special Deadlock Matter may be resolved by the chief executive officer of Fosun Pharma in a written document describing such resolution and delivered to the Board of Directors of JVCO (and, if applicabale, the Governing Board of any other JV Company where such Deadlock originated) or (B) if such Deadlock is not a Special Deadlock Matter, either Shareholder may, by written notice to the other Shareholder and to the Board of Directors of JVCO, cause the JV to be liquidated.

Deadlock. In (a) So long as there are only two Members and each Member holds, of record or beneficially through one or more controlled Affiliates, 50% of the event aggregate Percentage Interests, if any action requiring a determination by the Board is proposed in good faith, and the Directors are unable to reach agreement on such proposed action at two successive meetings of the Board (including as a Deadlockresult of the failure by any Director to attend any meeting of the Board), either Shareholder may notify in the other in writing that a Deadlock exists 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 Noticemay be referred by either Member for resolution to the chief executive officer of each Member (each such officer, a “Designated Executive”). Upon delivery of a The Designated Executives shall meet within 10 days after such referral to discuss the Deadlock Notice, the Shareholders and shall endeavor attempt in good faith to resolve the Deadlock in good faithdispute. If such Deadlock has not been resolved within forty-five (45) days after the delivery of such Deadlock Notice, then either Shareholder may at any time thereafter deliver to the other a written request (the “Deadlock Meeting Request”) that the matter that is the subject of the Deadlock be considered by the respective chief executive officers of Fosun Pharma and Chindex who shall meet together in person within thirty (30) days after delivery of the Deadlock Meeting Request and use their reasonable efforts to resolve the Deadlock. Such meeting shall be held (i) in Shanghai, China or (ii) at such other location as may be mutually acceptable to such chief executive officers. The chief executive officers may agree to extend any of the time periods specified above Designated Executives reach agreement with respect to any Deadlock. If the chief executive officers resolve such Deadlock, they shall jointly issue a statement setting out so notify the terms of such resolutionBoard and the Members, and JVCO such agreement shall be implemented by the Board. (ii) 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 on which such Deadlock was submitted to non-binding mediation with the Independent Directors, then the 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 Shareholders Members, and such agreement shall cause be implemented by the terms of such resolution to be implementedBoard. 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 resolved by implement the two chief executive officers after at least three such meetings, then (A) if actions giving rise to such Deadlock is a Special Deadlock Matterand shall maintain the status quo, the Special Deadlock Matter may be resolved by the chief executive officer of Fosun Pharma in a written document describing such resolution and delivered 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 Directors of JVCO (anddoubt, if applicabaleand notwithstanding anything to the contrary set forth herein, the Governing Board no action or failure to act of any other JV Company where 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 Deadlock originated) Person, or (B) if such Deadlock is not a Special Deadlock Matterany of their respective Affiliates, either Shareholder mayheirs, by written notice successors, assigns, agents and representatives, to the other Shareholder and to the Board of Directors of JVCO, cause the JV to be liquidatedCompany or its Members.

Deadlock. In (a) If the event Managers entitled to vote or consent with respect to any matter before the Board fail to agree on the outcome of such matter with sufficient voting power as required by this Agreement, after consideration (or failure to establish a Deadlockquorum) at any three (3) consecutive meetings of the Board (occurring within a period of not fewer than ninety (90) days) called to consider such matter (a “Deadlock Event”), either Shareholder any 0135789-0000013 NYO1: 2007119703.11 Capital Member may notify the other in writing that submit a written notice of such Deadlock exists Event (a “Deadlock Notice”). Upon delivery ) to the other Members within five (5) Business Days of a the occurrence of such Deadlock NoticeEvent requiring that the Deadlock Event be referred to mediation, and the Shareholders Members shall endeavor use their commercially reasonable efforts to resolve the Deadlock Event as follows: (i) the Capital Members shall agree on a mediator within fifteen (15) Business Days after the date of the Deadlock Notice or, failing agreement, any Capital Member may unilaterally apply for a mediator to be promptly appointed by the American Arbitration Association to conduct the mediation of the Deadlock Event; (ii) the mediation shall be conducted in good faith. If the U.S. and in the English language under the American Arbitration Association Mediation Rules; (iii) each Capital Member shall be represented at the mediation by an individual with authority to settle the Deadlock Event; (iv) the costs of the mediation, including the fees and expenses of the mediator (but excluding each Member’s own costs, which shall be borne by the Member incurring such costs) shall be borne equally by the Capital Members, unless otherwise agreed to in writing; and (v) the Capital Members shall use commercially reasonable efforts to resolve the Deadlock has not been resolved within Event, in consultation with the mediator and with reference to the mediator’s recommendations, by no later than forty-five (45) days after the delivery of such date on which the Deadlock NoticeNotice is given. (b) If the Capital Members are unsuccessful at resolving the Deadlock Event through mediation then, then either Shareholder may at any time thereafter deliver to within 30 days following the other a written request (the “Deadlock Meeting Request”) that the matter that is the subject conclusion of the Deadlock be considered by the respective chief executive officers of Fosun Pharma and Chindex who shall meet together in person within thirty (30) days after delivery mediation procedure, any member of the Deadlock Meeting Request and use their reasonable efforts to resolve the Deadlock. Such meeting shall be held (i) in Shanghai, China or (ii) at such other location as Board may be mutually acceptable to such chief executive officers. The chief executive officers may agree to extend any of the time periods specified above with respect to any Deadlock. If the chief executive officers resolve such Deadlock, they shall jointly issue a statement setting out the terms of such resolution, and JVCO and the Shareholders shall cause the terms of such resolution to be implemented. If such Deadlock is not resolved by the two chief executive officers after at least three such meetings, then (A) if such Deadlock is a Special Deadlock Matter, the Special Deadlock Matter may be resolved by the chief executive officer of Fosun Pharma in a written document describing such resolution and delivered to the Board of Directors of JVCO (and, if applicabale, the Governing Board of any other JV Company where such Deadlock originated) or (B) if such Deadlock is not a Special Deadlock Matter, either Shareholder may, by give written notice to the other Shareholder Members requesting that the Deadlock Event be referred to arbitration in accordance with the procedure set forth in Section 20(b). Any resulting arbitral award shall be binding and to final on the Board of Directors of JVCO, cause the JV to be liquidatedMembers.

Deadlock. In 11.1 There is a deadlock if a resolution in respect of any Reserved Matters or Board Reserved Matters is proposed and one of the event following applies: (a) the Board has not passed a resolution or approved a written resolution relating to a Board Reserved Matter which has been put to it in accordance with this Agreement or the Articles, either because the requisite majority has not voted in favour of it or because two or more consecutive Board meetings have been dissolved for lack of a Deadlockquorum; or (b) the Shareholders has not passed a resolution or approved a written resolution relating to a Reserved Matter which has been put to it in accordance with this Agreement or the Articles, either Shareholder because the requisite majority has not voted in favour of it or because two or more consecutive Board meetings have been dissolved for lack of a quorum. 11.2 Either Gunvor or Top Ships may notify within five (5) Business Days of the meeting at which the deadlock arises serve notice on the other in writing that a Deadlock exists Shareholder (a “Deadlock Notice”). Upon delivery ) stating that in its opinion a deadlock has occurred and identifying the matter giving rise to the deadlock. 11.3 On the date of a service of the Deadlock Notice, Gunvor and Top Ships shall each refer the Shareholders Reserved Matter or Board Reserved Matter giving rise to the deadlock to their respective Chief Executive Officers of Top Ships Inc. and Gunvor Group Ltd for resolution. The Parties shall endeavor use all reasonable endeavours in good faith to resolve the Deadlock in good faith. If such Deadlock has not been resolved dispute within forty-five fourteen (4514) days after in a way that is in the delivery best interests of such the JVCo. 11.4 For the avoidance of doubt neither Party shall be entitled to serve a Deadlock Notice, then either Shareholder may at Notice if a resolution is proposed during a meeting of the Board or the Shareholders in respect of any time thereafter deliver to the other a written request (the “Deadlock Meeting Request”) that the matter that is the subject of the Deadlock be considered by the respective chief executive officers of Fosun Pharma and Chindex who shall meet together in person within thirty (30) days after delivery of the Deadlock Meeting Request and use their reasonable efforts to resolve the Deadlock. Such meeting shall be held (i) in Shanghai, China or (ii) at such other location as may be mutually acceptable to such chief executive officers. The chief executive officers may agree to extend any of the time periods specified above with respect to any Deadlock. If the chief executive officers resolve such Deadlock, they shall jointly issue a statement setting out the terms of such resolution, and JVCO and the Shareholders shall cause the terms of such resolution to be implemented. If such Deadlock is not resolved by the two chief executive officers after at least three such meetings, then (A) if such Deadlock is a Special Deadlock Matter, the Special Deadlock Matter may be resolved by the chief executive officer of Fosun Pharma in a written document describing such resolution and delivered to the Board of Directors of JVCO (and, if applicabale, the Governing Board of any other JV Company where such Deadlock originated) or (B) if such Deadlock is not a Special Deadlock Reserved Matter or Board Reserved Matter, either Shareholder may, by written notice to the other Shareholder and to the Board of Directors of JVCO, cause the JV to be liquidated.

Deadlock. Section 16.1 In the event the Members are unable to agree on any matter that requires a unanimous vote, approval or consent of the Members eligible to vote, approve or consent with respect to such matter (including with regard to any matter constituting a Deadlock, either Shareholder may notify the other Major Decision described in writing that a Deadlock exists (a “Deadlock Notice”Section 6.2 hereof). Upon delivery of a Deadlock Notice, the Shareholders shall endeavor Members agree to negotiate in good faith to resolve the Deadlock deadlock within ten (10) Business Days after the time period provided for the Members to agree upon the matter at issue (or, if no such time period is expressly provided in this Agreement with respect to such matter, then the Members shall negotiate in good faith. If such Deadlock has not been resolved within forty-five (45) days after faith to resolve the delivery of such Deadlock Notice, then either Shareholder may at any time thereafter deliver to the other a written request (the “Deadlock Meeting Request”) that the matter that is the subject of the Deadlock be considered by the respective chief executive officers of Fosun Pharma and Chindex who shall meet together in person deadlock within thirty (30) days after delivery of the Deadlock Meeting Request and use their reasonable efforts Manager or a Member requests in writing that the Member(s) approve such matter). In the event that the Members are unable to resolve agree on such matter within the Deadlock. Such meeting shall be held (i) in Shanghai, China or (ii) at such other location as may be mutually acceptable to such chief executive officers. The chief executive officers may agree to extend any of the foregoing time periods specified above with respect to any Deadlock. If the chief executive officers resolve such Deadlock, they shall jointly issue a statement setting out the terms of such resolution, and JVCO and the Shareholders shall cause the terms of such resolution to be implemented. If such Deadlock is not resolved by the two chief executive officers after at least three such meetingsperiod, then (A) if such Deadlock is a Special Deadlock Matter, the Special Deadlock Matter any Member may be resolved by the chief executive officer of Fosun Pharma in a written document describing such resolution and delivered to the Board of Directors of JVCO (and, if applicabale, the Governing Board of any other JV Company where such Deadlock originated) or (B) if such Deadlock is not a Special Deadlock Matter, either Shareholder maythereafter, by written notice to the other Shareholder Members, initiate a nonbinding mediation proceeding (the “Mediation Request”). The proceeding will be conducted in accordance with the then current procedures regularly followed by JAMS, The Resolution Experts (“JAMS”), with the following exceptions: (a) if the Members have not agreed within ten (10) Business Days of the Mediation Request on the selection of a mediator willing to serve, the mediator shall be selected by such procedures as JAMS regularly follows and shall be a retired judge or other mediator who is a member of JAMS; and (b) efforts to reach a settlement will continue until the conclusion of the proceedings, which shall be deemed to occur upon the earliest of the date that: (i) a written settlement is reached, (ii) the mediator concludes and informs the parties in writing that further efforts would not be useful, (iii) the Members agree in writing that an impasse has been reached or (iv) a period of twenty (20) Business Days has passed since the appointment of the mediator and none of the events specified in the foregoing clauses (i), (ii) or (iii) has occurred. Each Member shall pay its own expenses incurred in connection with any mediation proceeding initiated pursuant to this Section 16.1. Section 16.2 If a matter which has been submitted to nonbinding mediation is not resolved by negotiation or by mediation pursuant to Section 16.1 within the time periods set forth in Section 16.1, then (a) the Members shall be entitled to initiate the buy-sell procedure pursuant to Article XI, or, alternatively, (b) any Member may require, by written notice to the Board Manager and the other Members, the sale of Directors the Property to a third party in accordance with this Section 16.2; provided, however, the right to force a sale cannot be exercised after closing of JVCOthe loan described in Section 4.3(ii) unless all amounts due thereunder have been or are being paid in full at the closing in connection with such sale and all Loan Guarantees have been released or all amounts due thereunder have been (or are being in connection with such sale) assumed by the buyer in such sale and all Loan Guarantees have been released or replaced. The Member initiating a third party sale shall have the right on behalf of the Company to engage the services of an independent institutional real estate brokerage firm with at least ten (10) years of experience in the commercial real estate market in the general area where the Property is located with the written consent of all Members (which consent shall not be unreasonably withheld, cause conditioned or delayed) to solicit offers from third parties unaffiliated with any Member or such brokerage firm to purchase the JV Property. Unless otherwise determined by the mutual consent of the Members, the Property shall be sold at the highest-priced all cash offer which includes a full and unconditional release of all Loan Guarantees with respect to any Company indebtedness. The Company shall execute, acknowledge and deliver such conveyance and other documents and make such payments as shall be liquidatedrequired to effectuate the sale in accordance with any accepted third party offer to purchase. No Member or any Affiliate thereof may purchase the Property under a sale conducted in accordance with this Section 16.2. In the event that a Member initiates a third party sale of the Property in accordance with this Section 16.2, no Member shall thereafter have the right to initiate the buy-sell procedure pursuant to Article XI; provided that, subject to the following sentence, if a sale of the Property has not been consummated within three (3) months after the Member initiating a third party sale first indicated its intention to place the Property on the market, any Member may thereafter exercise its rights under Article XI with respect to the buy-sell procedure. Notwithstanding the foregoing, no Member may exercise its Buy-Sell right if the Property is then the subject of an existing bona-fide contract for sale to a third party under which the closing date has not yet occurred.

Deadlock. In Unless otherwise expressly set forth herein, in the event the Members are unable within 15 days to reach agreement on or make a decision with respect to any matter on which the Members are entitled to vote or on which attendance or participation (e.g., at a meeting) is required (“Deadlock”), such Deadlock will be subject to the dispute resolution procedures set forth in this Section 2.2 (and in the meantime, the Company will continue to operate in the ordinary course of business); and such procedures will constitute the exclusive remedy to resolve a Deadlock. For clarity, either Shareholder may notify a Deadlock will not include any dispute regarding an interpretation of any terms or conditions of this Agreement (any such dispute will be resolved pursuant to Section 11.9). i. If a Deadlock arises, a Member will be entitled to provide the other in writing that a Member(s) with written notice of the Deadlock, including sufficient details with respect to the nature of the Deadlock exists and remedies being sought (a “Deadlock Notice”). Upon The Members, recognizing their mutual interests, agree in good faith to informally resolve the Deadlock through consultation and negotiation. All negotiations pursuant to this Section 2.2(b) will be confidential and will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. ii. If the Deadlock has not been resolved by negotiation within 20 days after delivery of a the Deadlock Notice, or if the Shareholders shall endeavor Members have failed to meet within 20 days after such delivery, the Members will attempt in good faith to resolve the Deadlock by mediation, administered by a single mediator mutually agreeable to the parties, and which may be administered remotely via electronic means. Notwithstanding any of the foregoing, if a Member refuses to participate in good faithnegotiations as provided in Section 2.2(b)(i), the other Member(s) may thereupon initiate mediation before expiration of such 20-day period. The Members will equally share the fees and expenses of the mediation. iii. If such the Deadlock has not been resolved within forty-five (45) 30 days after the delivery appointment of such Deadlock Noticea mediator pursuant to Section 2.2(b)(ii), then either Shareholder a Member may at any time thereafter deliver to the other a written request commence an arbitration (the “Deadlock Meeting RequestArbitration”) that the matter that is the subject of the Deadlock be considered by the respective chief executive officers of Fosun Pharma and Chindex who shall meet together in person within thirty (30) days after delivery of the Deadlock Meeting Request and use their reasonable efforts to resolve the Deadlock. Such meeting shall be held (i) in Shanghai, China or (ii) at such other location as may be mutually acceptable to such chief executive officers. The chief executive officers may agree to extend any of the time periods specified above with respect to any Deadlock. If the chief executive officers resolve such Deadlock, they shall jointly issue a statement setting out the terms of such resolution, and JVCO and the Shareholders shall cause the terms of such resolution to be implemented. If such Deadlock is not resolved by the two chief executive officers after at least three such meetings, then (A) if such Deadlock is a Special Deadlock Matter, the Special Deadlock Matter may be resolved by the chief executive officer of Fosun Pharma in a written document describing such resolution and delivered to the Board of Directors of JVCO (and, if applicabale, the Governing Board of any other JV Company where such Deadlock originated) or (B) if such Deadlock is not a Special Deadlock Matter, either Shareholder may, by delivering written notice to the other Shareholder Member(s) stating its intent to commence such Deadlock Arbitration (“Arbitration Initiation Notice”). The arbitration will be conducted by a arbitrator mutually agreed upon by the parties, and if no agreement can be reached within 30 days after names of potential arbitrators have been proposed by JAMS (“JAMS”), then by one arbitrator having reasonable experience in transactions of the type provided for in this Agreement and who is chosen by JAMS. The arbitration will take place in or around Los Angeles, California, in accordance with the JAMS rules then in effect. No later than 14 days after issuance of an Arbitration Initiation Notice, each Member will prepare and deliver to the Board other Member(s) a written statement (an “Issues Statement”) of Directors each issue that such Member believes constitutes a Deadlock. Within 21 days after the deadline for delivery of JVCOIssue Statements, cause each Member will deliver to the JV Arbitrator and the other Member(s) a written statement (a “Settlement Proposal”) of such Member’s proposed resolution of the Deadlock, which will be limited to the issues set forth in the Issues Statements. A Settlement Proposal need not address every issue described in every Issues Statement, but if it does not, any issue described in the Issues Statement of a Member and not addressed in the Settlement Proposal of such Member will be liquidateddeemed waived by such ember. If a Member fails to deliver a Settlement Proposal within such period, such Member will be deemed to have waived its rights to submit a Settlement Proposal. The Arbitrator will review the Settlement Proposals and, after due consideration thereof, the Arbitrator will select the one Settlement Proposal that, in the Arbitrator’s reasoned judgment, best resolves the Deadlock on a basis that is consistent with the terms of this Agreement; provided, however, that the Arbitrator may not alter or add to the terms of any Settlement Proposal in reaching its determination. An Arbitrator’s decision pursuant to this Section 2.2(b)(iii) will be final and binding on the Company and the Members with respect to the Deadlock. The Members will equally share the fees and expenses of the Arbitrator.

Deadlock. In (a) A deadlock of the event Stockholders or Board of a Deadlock, either Shareholder may notify the other in writing that a Deadlock exists Directors (a “Deadlock Notice”). Upon delivery of a Deadlock Notice, the Shareholders shall endeavor to resolve the Deadlock in good faith. If such Deadlock has not been resolved within forty-five (45"Deadlock") days after the delivery of such Deadlock Notice, then either Shareholder may at any time thereafter deliver to the other a written request (the “Deadlock Meeting Request”) that the matter that is the subject of the Deadlock be considered by the respective chief executive officers of Fosun Pharma and Chindex who shall meet together in person within thirty (30) days after delivery of the Deadlock Meeting Request and use their reasonable efforts to resolve the Deadlock. Such meeting shall be held deemed to exist (i) in Shanghaiif the Stockholders or the Board of Directors shall be unable to reach agreement by the required vote on any significant issue that has been submitted for consideration at two successive meetings, China or (ii) if the Stockholders or Board of Directors shall be unable to achieve a quorum for the conduct of business at such other location two successive meetings. (b) If a Deadlock exists, the Stockholders or Board of Directors, as may be mutually acceptable appropriate, shall negotiate in good faith and use their respective best efforts to such chief executive officers. The chief executive officers may agree to extend any of the time periods specified above with respect to any Deadlock. If the chief executive officers resolve such Deadlock. If, they shall jointly issue a statement setting out however, after 20 Business Days such Deadlock remains, Charter or any Minority Stockholder, by giving notice to the terms of other Stockholders, may request that such resolution, and JVCO and the Shareholders shall cause the terms of such Deadlock be referred for resolution to be implemented. If such Deadlock is not resolved by the two chief executive officers after at least three such meetings, then (A) if such Deadlock is a Special Deadlock Matter, the Special Deadlock Matter may be resolved by the chief executive officer of Fosun Pharma Charter and the chief executive officers of two of the Minority Stockholders (designated by the consent of a majority of the aggregate shares of Voting Securities held by the Minority Stockholders at the time such action is to be taken, assuming, for purposes of this Section 2.10, that the Minority Stockholders hold all shares of Common Stock previously exchanged for Charter Common Stock that is, as of any date of determination, Exchange Common Stock) (the "Chief Executive Officers"). The Chief Executive Officers shall meet within 20 Business Days thereafter and shall attempt in good faith to resolve such Deadlock. Any resolution agreed to in writing by the Chief Executive Officers shall be final and binding on the Corporation and the Stockholders, so long as the resolution is not inconsistent with any provision of this Agreement. Notwithstanding anything herein to the contrary, at any time during the pendency of a written document describing such resolution and delivered Deadlock, Charter shall be entitled to make an offer to purchase all of the Equity Securities held by the Stockholders (other than Charter) pursuant to the Charter Option. (c) During the pendency of any Deadlock relating to the approval of any Annual Operating Plan or Annual Capital Plan for an ensuing Fiscal Year, the Board of Directors and the President shall conduct the Business of JVCO (and, if applicabale, the Governing Board of any other JV Company where such Deadlock originated) or (B) if such Deadlock is not a Special Deadlock Matter, either Shareholder may, by written notice to Corporation in accordance with the other Shareholder Annual Operating Plan and to Annual Capital Plan for the Board of Directors of JVCO, cause the JV to be liquidatedimmediately preceding Fiscal Year.

Deadlock. In (a) If any Fundamental Issue is proposed, but not approved, by the event Board in two (2) consecutive meetings of the Board, or 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, then a deadlock shall be deemed to have occurred (a “Deadlock”). During the continuation of a Deadlock, either Shareholder may notify 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 in writing that matter submitted to a Deadlock exists (a “Deadlock Notice”). Upon delivery meeting of a Deadlock Noticethe Board, the Shareholders matter shall endeavor be deemed not to have been approved and no further action will be taken to resolve the Deadlock in good faith. If such Deadlock has not been resolved within forty-five issue. (45b) days after the delivery of such Deadlock Notice, then either Shareholder may at any time thereafter deliver to the other a written request (the “Deadlock Meeting Request”) that the matter that is the subject Each of the Deadlock be considered by the respective chief executive officers of Fosun Pharma and Chindex who shall meet together in person within thirty (30) days after delivery of the Deadlock Meeting Request and use their reasonable efforts to resolve the Deadlock. Such meeting shall be held (i) in Shanghai, China or (ii) at such other location as may be mutually acceptable to such chief executive officers. The chief executive officers may agree to extend any of the time periods specified above with respect to any Deadlock. If the chief executive officers resolve such Deadlock, they shall jointly issue a statement setting out the terms of such resolution, and JVCO and the Shareholders shall cause the terms of such resolution to be implemented. If such Deadlock is not resolved by the two chief executive officers after at least three such meetings, then (A) if such Deadlock is a Special Deadlock Matter, the Special Deadlock Matter may be resolved by the chief executive officer of Fosun Pharma in a written document describing such resolution and delivered to the Board of Directors of JVCO (and, if applicabale, the Governing Board of any other JV Company where such Deadlock originated) or (B) if such Deadlock is not a Special Deadlock Matter, either Shareholder Members may, by written notice to the other Shareholder Members and the Board, declare such Deadlock (a “Deadlock Notice”, and the matter with respect to which a disagreement exists, the “Deadlock Matter”). Promptly following the delivery of a Deadlock Notice, the Deadlock Matter shall be referred (“Escalation”) to the Board senior executives of Directors IHI (or other individuals designated by such senior executives of JVCOIHI), cause JGC (or other individuals designated by such senior executives of JGC), and JBIC (or other individuals designated by such senior executives of JBIC) (the JV “Senior Executives”). In an Escalation, the Senior Executives shall use good faith efforts to resolve the Deadlock Matter within 30 Business Days following the delivery of the Deadlock Notice. (c) If the Escalation is unsuccessful and the Senior Executives are unable to reach agreement with respect to the Deadlock Matter within the time period set forth in Section 5.07(b), then a Member may refer the Deadlock Matter to non-binding mediation (the “Deadlock Mediation”) under the Mediation Rules (the “Rules of Mediation”) of the International Chamber of Commerce (“ICC”) and the Deadlock Matter shall be liquidatedmediated 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. In (a) A "Deadlock" shall exist if (i) the event Manager is unable to take an action for which Member approval is required under this Agreement as a result of the willful failure of one or more Members to attend a Deadlockproperly called meeting to consider the approval of such action, either Shareholder may notify or (ii) the other in writing required vote of the Members for the approval of any action that must be approved by a Deadlock exists (a “Deadlock Notice”). Upon delivery Majority Interest or by all of a Deadlock Notice, the Shareholders shall endeavor to resolve the Deadlock in good faith. If such Deadlock Members has not been resolved obtained within forty-five fifteen (4515) days after such action has been submitted to the Members at a properly called meeting of the Members or within fifteen (15) days after the delivery to all Members of a proposed written consent approving such action, provided that the Members and the Manager, who shall attempt to mediate and enable the Members to reach agreement on such action, shall have held at least one face to face meeting during such fifteen (15) day period at which the Members make a good faith effort to reach agreement, provided further, that a Deadlock shall exist without such a meeting taking place, if one or more Members refuses to attend such a meeting convened in accordance with the next sentence. Such meeting shall be held at the time and place agreed to by the Members or, in the absence of such agreement, at a time and place called by the Manager, on at least three (3) days prior written notice. A Deadlock Notice, then either Shareholder may at any time thereafter deliver shall cease to exist upon the Members reaching agreement as to the other a written request (approval or disapproval of the “Deadlock Meeting Request”) that the matter action that is the subject of the Deadlock. (b) If a Deadlock be considered by exists, the respective Manager shall deliver written notice to the Members of the Deadlock and a description of the action that is the subject of the Deadlock. The members agree to cause their chief executive officers to attempt to reach agreement on the approval or disapproval of Fosun Pharma and Chindex who shall meet together such action in person order to terminate the Deadlock. If they are unable to reach such agreement within thirty twenty (3020) days of the delivery of such written notice to all the Members, then within the next ten (10) days after delivery the end of such twenty (20) day period, the Deadlock Meeting Request and use their reasonable efforts to resolve the Deadlock. Such meeting shall be held Members may elect in writing (i) in Shanghai, China to treat the Deadlock as a Company Dispute and submit it to arbitration pursuant to Section 13.14 hereof or (ii) at to submit the Deadlock to non-binding mediation. If no such other location as may election is made pursuant to the preceding sentence, or if no agreement is reached following non-binding mediation, a Termination Event shall be mutually acceptable deemed to such chief executive officers. The chief executive officers may agree to extend any occur on the first Business Day after the end of the time periods specified above with respect ten (10) day period referred to any Deadlock. If in the chief executive officers resolve such Deadlock, they shall jointly issue a statement setting out preceding sentence or the terms completion of such resolutionmediation, and JVCO and the Shareholders shall cause the terms of such resolution to be implemented. If such Deadlock is not resolved by the two chief executive officers after at least three such meetings, then (A) if such Deadlock is a Special Deadlock Matter, the Special Deadlock Matter may be resolved by the chief executive officer of Fosun Pharma in a written document describing such resolution and delivered to the Board of Directors of JVCO (and, if applicabale, the Governing Board of any other JV Company where such Deadlock originated) or (B) if such Deadlock is not a Special Deadlock Matter, either Shareholder may, by written notice to the other Shareholder and to the Board of Directors of JVCO, cause the JV to be liquidatedas applicable.

Deadlock. In 11.1 There is a deadlock if a resolution in respect of any Reserved Matters or Board Reserved Matters Is proposed and one of the event following applies: (a) the Board has not passed a resolution or approved a written resolution relating to a Board Reserved Matter which has been put to it in accordance with this Agreement or the Articles, either because the requisite majority has not voted in favour of it or because two or more consecutive Board meetings have been dissolved for lack of a Deadlockquorum; or (b) the Shareholders has not passed a resolution or approved a written resolution relating to a Reserved Matter which has been put to it in accordance with this Agreement or the Articles, either Shareholder because the requisite majority has not voted in favour of it or because two or more consecutive Board meetings have been dissolved for lack of a quorum. 11.2 Either Gunvor or Top Ships may notify within five (5) Business Days of the meeting at which the deadlock arises serve notice on the other in writing that a Deadlock exists Shareholder (a “Deadlock Notice”). Upon delivery ) stating that in its opinion a deadlock has occurred and identifying the matter giving rise to the deadlock. 11.3 On the date of a service of the Deadlock Notice, Gunvor and Top Ships shall each refer the Shareholders Reserved Matter or Board Reserved Matter giving rise to the deadlock to their respective Chief Executive Officers of Top Ships Inc. and Gunvor Group Ltd for resolution. The Parties shall endeavor use all reasonable endeavours in good faith to resolve the Deadlock in good faith. If such Deadlock has not been resolved dispute within forty-five fourteen (4514) days after in a way that is in the delivery best interests of such the JVCo. 11.4 For the avoidance of doubt neither Party shall be entitled to serve a Deadlock Notice, then either Shareholder may at Notice if a resolution is proposed during a meeting of the Board or the Shareholders in respect of any time thereafter deliver to the other a written request (the “Deadlock Meeting Request”) that the matter that is the subject of the Deadlock be considered by the respective chief executive officers of Fosun Pharma and Chindex who shall meet together in person within thirty (30) days after delivery of the Deadlock Meeting Request and use their reasonable efforts to resolve the Deadlock. Such meeting shall be held (i) in Shanghai, China or (ii) at such other location as may be mutually acceptable to such chief executive officers. The chief executive officers may agree to extend any of the time periods specified above with respect to any Deadlock. If the chief executive officers resolve such Deadlock, they shall jointly issue a statement setting out the terms of such resolution, and JVCO and the Shareholders shall cause the terms of such resolution to be implemented. If such Deadlock is not resolved by the two chief executive officers after at least three such meetings, then (A) if such Deadlock is a Special Deadlock Matter, the Special Deadlock Matter may be resolved by the chief executive officer of Fosun Pharma in a written document describing such resolution and delivered to the Board of Directors of JVCO (and, if applicabale, the Governing Board of any other JV Company where such Deadlock originated) or (B) if such Deadlock is not a Special Deadlock Reserved Matter or Board Reserved Matter, either Shareholder may, by written notice to the other Shareholder and to the Board of Directors of JVCO, cause the JV to be liquidated.