Common use of Deadlock Clause in Contracts

Deadlock. (a) Prior to the end of the Lockup Period, if the Board fails to approve any decision regarding (i) the Operating Budget, (ii) any other decisions reasonably required by the occurrence of an Emergency or change in law, in each case affecting the Renewable Fuels Facility ((i) and (ii), each a “Deadlock Matter”), or (iii) any other decisions requiring Unanimous Board Approval as provided in Section 5.3 (an “Unapproved Matter”), any Member may, via written request setting forth in reasonable detail the nature and extent of the Deadlock Matter or Unapproved Matter, request that the Members convene one or more meetings to attempt to resolve such Deadlock Matter or Unapproved Matter through good faith negotiations between senior management of each Member (at the title of Senior Vice President or equivalent) during the thirty (30) days after the occurrence of such Deadlock Matter (the “Deadlock Period”). (b) Prior to the end of the Lockup Period, if a Deadlock Matter has not been resolved within the Deadlock Period through the good faith negotiations described in Section 5.6(a), Par Pacific shall have the authority to resolve such unresolved Deadlock Matter. Any such resolution by Par Pacific shall be considered final. Notwithstanding the foregoing, if a Deadlock Matter regarding the any Operating Budget arises in two (2) consecutive years and Par Pacific has exercised its authority to resolve the first such Deadlock Matter, then Par Pacific may not unilaterally resolve the second occurrence of such Operating Budget-related Deadlock Matter over ▇▇▇▇▇’s objection; instead, should such Deadlock Matter remain unresolved at the end of the Deadlock Period (an “Unresolved Deadlock”), ▇▇▇▇▇ shall have the right to sell its Membership Interests in the Company (subject to compliance with the process and rights as described under Article IX as if such sale were taking place after the expiration of the Lockup Period) regardless of whether the Lockup Period remains in effect at the time of exercising such right. Upon the occurrence of an Unresolved Deadlock, upon the written request of ▇▇▇▇▇, Par Pacific shall deliver to Alohi a written authorization and accompanying certificate signed by the secretary of Par Pacific evidencing the release and waiver of any restrictions on Alohi to transfer its Units under Section 9.3.

Deadlock. (a) Prior to In the end of the Lockup Periodevent that, if the Board fails to approve any decision regarding (i) for any two consecutive duly convened meetings of the Operating BudgetBoard, the Board is unable to reach a decision by the required vote concerning any Specified Action that was on the agenda for such meetings due to the failure of the KO Directors to approve such Specified Action, or (ii) any other decisions reasonably required if during the Initial Four-Year Period, an Annual Normal Operations Plan has not been approved by the KO Directors, either Shareholder may, within 14 days of the occurrence of an Emergency or change in law, in each case affecting the Renewable Fuels Facility (either (i) and or (ii), each ) deliver a written notice (a “Deadlock Notice of Board Impasse”) to the other Shareholder stating that in its opinion an impasse has occurred and identifying the matter in reasonable detail over which the Shareholders are at an impasse (“Impasse Matter”), or (iii) . During the period in which a Notice of Board Impasse may be delivered by any other decisions requiring Unanimous Shareholder and following delivery of a Notice of Board Approval as provided in Section 5.3 (an “Unapproved Matter”), any Member may, via written request setting forth in reasonable detail Impasse until the nature and extent expiration of the Deadlock Matter or Unapproved MatterKO Call Right, request that the Members convene one or more meetings right of CIBR to attempt to resolve such Deadlock Matter or Unapproved Matter through good faith negotiations between senior management of each Member exercise the CIBR Call Right and the CIBR Put Right (at the title of Senior Vice President or equivalentif any) during the thirty (30) days after the occurrence of such Deadlock Matter (the “Deadlock Period”)shall be suspended. (b) Prior The Shareholders agree that following delivery of a Notice of Board Impasse, they shall refer the Impasse Matter in the first instance to the end Chief Executive Officer of KOF (“KOF CEO”) and the Lockup PeriodPresident, if a Deadlock Matter has not been resolved within Pacific Group of TCCC (“Pacific President”). If the Deadlock Period through KOF CEO and the good faith negotiations described in Section 5.6(a), Par Pacific shall have the authority to resolve such unresolved Deadlock Matter. Any such resolution by Par Pacific shall be considered final. Notwithstanding the foregoing, if a Deadlock Matter regarding the any Operating Budget arises in two (2) consecutive years and Par Pacific has exercised its authority President are unable to resolve the first such Deadlock MatterImpasse Matter within 90 days, then Par Pacific may the Impasse Matter shall be escalated to the KOF Management Committee, and if the KOF Management Committee is not unilaterally scheduled to meet during the following 90 day period, the Shareholders shall cause the KOF Management Committee to meet during such period. If the KOF Management Committee (with the participation and approval of the members thereof designated by TCCC) is unable to resolve the second occurrence Impasse Matter within 90 days or the KOF Management Committee determines that a deadlock has occurred, then such Impasse Matter shall be deemed by the parties to be a “Deadlocked Matter” and such Impasse Matter shall be escalated to the Chief Executive Officer of such Operating Budget-related Deadlock FEMSA (“FEMSA CEO”) and the Chief Executive Officer of TCCC (“TCCC CEO”). In each escalation, the parties shall take steps in good faith to resolve the matter, including arranging a meeting to discuss the same. (c) If any Deadlocked Matter over ▇▇▇▇▇’s objection; instead, should such Deadlock Matter remain unresolved at is not resolved within 90 days of being referred to the end of FEMSA CEO and the Deadlock Period TCCC CEO (an “Unresolved DeadlockDeadlock Event”), ▇▇▇▇▇ then the KO Shareholders may at their election, by providing written notice to CIBR within 90 days following the date on which the Unresolved Deadlock Event occurs (the “KO Call Right Notice”), purchase all, but not less than all, of the Shares owned by CIBR at a price equal to the KOP Fair Market Value (the “KO Call Right”). In connection with the exercise of the KO Call Right, the KO Shareholders shall have cause all indebtedness for borrowed money of the right Company and its Subsidiaries (including accrued interest thereon) owed to sell CIBR to be repaid. The purchase of Shares pursuant to the KO Call Right shall be consummated (the “KO Call Closing Date”) on the last day of the applicable monthly accounting period of TCCC (the “Accounting Cycle End Date”), which Accounting Cycle End Date shall be no earlier than 10 days after the date on which the KOP Fair Market Value is finally determined in accordance with this Agreement. At the KO Call Closing Date, the KO Shareholders shall deliver to CIBR the price equal to the KOP Fair Market Value net of any applicable withholding (including the original or a certified copy of a receipt, or other evidence satisfactory to CIBR, evidencing payment thereof), and CIBR shall deliver to the KO Shareholders the Shares owned of record by CIBR and all other documents required to effect the sale of the Shares owned by CIBR, free of any liens, including appropriate documentation providing indemnities to the KO Shareholders regarding its Membership Interests title to the Shares held of record by CIBR in form and substance reasonably satisfactory to the KO Shareholders. The KO Shareholders and CIBR shall each pay one-half of any sales, use, value added, stamp, documentary, filing, recordation, registration and other similar taxes, if any, together with any interest, additions, fines, costs or penalties thereon and any interest in respect of any additions, fines, costs or penalties, incurred in connection with such sale (the “Stamp Taxes”), whether levied on the KO Shareholders or CIBR. Unless otherwise required by applicable Laws, CIBR shall be responsible for preparing and timely filing any tax returns required with respect to any such Stamp Taxes. Payment of any such Stamp Taxes by the KO Shareholders to CIBR pursuant to this paragraph shall be made to CIBR no later than two Business Days before the due date of the applicable payment. CIBR shall provide the KO Shareholders with the tax returns required with respect to any Stamp Taxes and proof of payment within five Business Days following the payment of any such Stamp Tax. The KO Shareholders and CIBR shall cooperate with each other in order to minimize applicable Stamp Taxes in a manner that is mutually agreeable and in compliance with applicable Law, and shall in connection therewith execute such documents, agreements, applications, instruments, or other forms as reasonably required, and shall permit any such Stamp Taxes to be assessed and paid in accordance with applicable Law. For the avoidance of doubt, taxes imposed on CIBR with respect to any gain or income on the sale of the Shares to the KO Shareholders shall be borne exclusively by CIBR and CIBR shall be responsible for preparing and timely filing any tax returns required with respect to any such taxes subject to applicable withholding by KO Shareholders, if any. (d) If during the Initial Four-Year Period the Board is unable to agree by the required vote on an Annual Normal Operations Plan for any period prior to the commencement of such period, the Shareholders agree to cause the Board to take all necessary action to approve a provisional Annual Normal Operations Plan for such period, which provisional Annual Normal Operations Plan shall provide that (i) to the extent the Board agrees by the required vote (which shall include the affirmative vote of the KO Directors) upon individual line items in the Company proposed Annual Normal Operations Plan, such agreed upon individual line items shall be included in such provisional Annual Normal Operations Plan, and (ii) to the extent that there is no agreement by the required vote with respect to an individual line item in such Annual Normal Operations Plan, the individual line item from the Annual Normal Operations Plan for the immediately preceding corresponding period shall be included, subject to compliance with adjustment (without duplication) to reflect increases or decreases resulting from the process and rights as described under Article IX as if such sale were taking place after following events: (A) the expiration operation of escalation or de-escalation provisions in contracts in effect during the period covered by the prior Annual Normal Operations Plan; (B) increases or decreases in expenses attributable to the annualized effect of employee additions or reductions during the last year of the Lockup Periodperiod covered by the prior Annual Normal Operations Plan; (C) regardless increases or decreases in expenses attributable to the actual growth of whether or decline of sales for the Lockup Period remains fiscal year immediately preceding the period covered by the provisional Annual Normal Operations Plan as compared to the actual sales that served as the basis for the preparation of the prior Annual Normal Operations Plan; (D) increases in effect any expenses in an amount equal to the total of the expenses reflected in the last year covered by the prior Annual Normal Operations Plan multiplied by the increase in the Consumer Price Index for the prior year; and (E) the continuation of the effects of a decision consented to by the KO Directors that are not reflected in the prior Annual Normal Operations Plan if and to the extent the effects of such decision was reasonably foreseeable at the time of exercising such right. Upon the occurrence of an Unresolved Deadlock, upon the written request of ▇▇▇▇▇, Par Pacific shall deliver decision was consented to Alohi a written authorization and accompanying certificate signed by the secretary KO Directors. For the avoidance of Par Pacific evidencing doubt, (i) the release provisional Annual Normal Operations Plan pursuant to this Section 4.2(d), including any agreement as to any line item thereto by the KO Directors, shall not be deemed to resolve any Impasse Matter or Deadlocked Matter and waiver of (ii) the provisional Annual Normal Operations Plan shall exclude any restrictions on Alohi plan or decision relating to transfer its Units under Section 9.3any Specified Action and any funding related thereto.

Deadlock. (a) Prior to the end If a Deadlock occurs, a majority in interest of the Lockup Period, if the Board fails to approve any decision regarding either Group of Class A Shareholders may deliver written notice (i) the Operating Budget, (ii) any other decisions reasonably required by the occurrence of an Emergency or change in law, in each case affecting the Renewable Fuels Facility ((i) and (ii), each a “Deadlock MatterNotice”) to the other Group of Class A Shareholders within twenty (20) days of the date of such Deadlock. A Deadlock Notice shall be effective when delivered in accordance with Section 10.5; provided that if an Offer Notice has been delivered in accordance with Section 7.3(a) or a Regulatory ROFR Notice has been delivered in accordance with Section 7.6(b), a Deadlock Notice shall not take effect (or if the Deadlock Notice has already been delivered, shall be suspended) until ten (10) days after the earlier of (x) the consummation of the Sale Agreement, At Large Sale Agreement or Regulatory Sale Agreement, as the case may be, for the Offered Assets or Regulatory ROFR Assets referred to in such Offer Notice or Regulatory ROFR Notice or (iiiy) any other decisions requiring Unanimous Board Approval as provided in Section 5.3 (an “Unapproved Matter”), any Member may, via written request setting forth in reasonable detail the nature and extent of the Deadlock Matter or Unapproved Matter, request that the Members convene one or more meetings to attempt to resolve such Deadlock Matter or Unapproved Matter through good faith negotiations between senior management of each Member (at the title of Senior Vice President or equivalent) during the thirty (30) days after the occurrence of Free to Transfer Date for such Deadlock Matter (the “Deadlock Period”)Offer Notice or Regulatory Free to Transfer Date for such Regulatory ROFR Notice. (b) Prior Within ten (10) Business Days of the receipt or effectiveness of a Deadlock Notice, as applicable, a majority of each Group of Class A Shareholders shall appoint a mutually acceptable independent third party mediator to conduct a non-binding mediation (the “Mediation”) in accordance with the ICC Mediation Rules of the International Chamber of Commerce (the “ICC”). If the Class A Shareholders fail to agree on a mutually acceptable mediator within such ten (10) Business Day period, a mediator shall be chosen in accordance with the ICC to assist the Class A Shareholders in reaching a final, binding and written agreement in respect of such Deadlock (a “Resolution”). The Mediation shall be held in New York City and shall continue for a period of sixty (60) days (the “Mediation Period”). If within forty five (45) days of the commencement of the Mediation Period the Class A Shareholders have not yet reached a Resolution, the highest ranking officer of each Class A Shareholder (or such Class A Shareholder, in the case of a natural person) shall meet in New York City within five (5) days and participate in the Mediation for at least one day. (c) If the Class A Shareholders fail to reach a resolution within the Mediation Period, a majority of each Group of Class A Shareholders shall appoint an Independent Investment Banking Firm to determine the Fair Market Value of 100% of the issued and outstanding Class A Common Shares. If such Class A Shareholders cannot agree on the Independent Investment Banking Firm within ten (10) Business Days of the end of the Lockup Mediation Period, if a Deadlock Matter has not been resolved within the Deadlock Period through International Centre for ADR of the good faith negotiations described in Section 5.6(a), Par Pacific shall have the authority to resolve such unresolved Deadlock Matter. Any such resolution by Par Pacific International Chamber of Commerce shall be considered engaged to appoint the Independent Investment Banking Firm from among the leading international investment banks. A majority of each Group of Class A Shareholders shall provide the Independent Investment Banking Firm with assistance as it may reasonably request in connection with the valuation and sale process. The Independent Investment Banking Firm shall determine the Fair Market Value for 100% of the Class A Common Shares in as expeditious a manner as reasonably possible, but in any case within sixty (60) days after its appointment. The Fair Market Value for the Class A Common Shares shall be expressed as a price in U.S. Dollars per Class A Common Share. The Independent Investment Banking Firm’s determination and certification of Fair Market Value shall be made as an expert and not as an arbitrator and shall (in the absence of manifest error) be final. Notwithstanding The cost and expenses of the foregoingIndependent Investment Banking Firm’s appointment shall be borne by the Company. (d) After determining the Fair Market Value of the Class A Common Shares in accordance with clause (c) above, if the Independent Investment Banking Firm shall attempt to sell the Class A Common Shares to any Party (which may include a Deadlock Matter regarding Class A Shareholder) at the any Operating Budget arises highest price available but in two no event at a price lower than the Fair Market Value for the Company Shares. If the Independent Investment Banking Firm identifies a bona fide purchaser (2or bona fide purchasers) consecutive years and Par Pacific has exercised for the Class A Common Shares, at a price equal to or above the Fair Market Value for the Class A Common Shares (a “Qualifying Sale Price”) in accordance with the foregoing sentence, each Class A Shareholder shall be obligated to sell its authority Class A Common Shares to resolve such bona fide purchaser (or bona fide purchasers) at a price equal to the first such Deadlock Matter, then Par Pacific may Qualifying Sale Price. (e) If a definitive agreement for the sale of the Class A Common Shares to a third party is not unilaterally resolve the second occurrence executed within one (1) year of such Operating Budget-related Deadlock Matter over ▇▇▇▇▇’s objection; instead, should such Deadlock Matter remain unresolved at the end of the Deadlock Mediation Period during which a resolution failed to be reached (the “Sale Deadline”), the Class A Shareholders shall, for a period of ten (10) Business Days (the “Discussion Period”), negotiate to determine a lower price for the Class A Common Shares; provided that if the Class A Shareholders are unable to agree on a price within the Discussion Period, the Class A Shareholders shall direct the Independent Investment Banking Firm to re-evaluate the Fair Market Value for the Class A Common Shares (such agreed-upon price or adjusted Fair Market Value, the “Adjusted Fair Market Value”). The Independent Investment Bank shall then attempt to sell the Class A Common Shares to any Person (which may include a Class A Shareholder) at the highest price available but in no event at a price lower than the Adjusted Fair Market Value for the Class A Common Shares. If the Independent Investment Banking Firm identifies a bona fide purchaser (or bona fide purchasers) for the Class A Common Shares at a price equal to or above the Adjusted Fair Market Value for the Class A Common Shares (an “Unresolved DeadlockAdjusted Qualifying Sale Price”)) in accordance with the foregoing sentence, ▇▇▇▇▇ each Class A Shareholder shall have the right be obligated to sell its Membership Interests Class A Common Shares to such bona fide purchaser (or bona fide purchasers) at a price equal to the Adjusted Qualifying Sale Price. (f) Any transfer of Company Shares in the Company (accordance with this Article VI shall not be subject to compliance with the process and rights as described under Article IX as if such sale were taking place after the expiration of the Lockup Period) regardless of whether the Lockup Period remains in effect at the time of exercising such right. Upon the occurrence of an Unresolved DeadlockSection 7.1, upon the written request of ▇▇▇▇▇Section 7.3, Par Pacific shall deliver to Alohi a written authorization and accompanying certificate signed by the secretary of Par Pacific evidencing the release and waiver of any restrictions on Alohi to transfer its Units under or Section 9.37.4.

Deadlock. In the event of a Deadlock, either Shareholder may notify the other in writing that a Deadlock exists (a) Prior to the end of the Lockup Period, if the Board fails to approve any decision regarding (i) the Operating Budget, (ii) any other decisions reasonably required by the occurrence of an Emergency or change in law, in each case affecting the Renewable Fuels Facility ((i) and (ii), each a “Deadlock MatterNotice”). Upon delivery of a Deadlock Notice, or the Shareholders shall endeavor to resolve the Deadlock in good faith. If such Deadlock has not been resolved within forty-five (iii45) days after the delivery of such Deadlock Notice, then either Shareholder may at any time thereafter deliver to the other decisions requiring Unanimous Board Approval as provided in Section 5.3 (an “Unapproved Matter”), any Member may, via a written request setting forth in reasonable detail (the nature and extent “Deadlock Meeting Request”) that the matter that is the subject of the Deadlock Matter or Unapproved Matter, request that be considered by the Members convene one or more meetings to attempt to resolve such Deadlock Matter or Unapproved Matter through good faith negotiations between senior management respective chief executive officers of each Member (at the title of Senior Vice President or equivalent) during the Fosun Pharma and Chindex who shall meet together in person within thirty (30) days after the occurrence of such Deadlock Matter (the “Deadlock Period”). (b) Prior to the end delivery of the Lockup Period, if a Deadlock Matter has not been resolved within the Deadlock Period through the good faith negotiations described in Section 5.6(a), Par Pacific shall have the authority to resolve such unresolved Deadlock Matter. Any such resolution by Par Pacific shall be considered final. Notwithstanding the foregoing, if a Deadlock Matter regarding the any Operating Budget arises in two (2) consecutive years Meeting Request and Par Pacific has exercised its authority use their reasonable efforts to resolve the first 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, then Par Pacific may not unilaterally resolve the second occurrence of such Operating Budget-related Special Deadlock Matter over ▇▇▇▇▇’s objection; insteadmay 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, should if applicabale, the Governing Board of any other JV Company where such Deadlock Matter remain unresolved at the end of the Deadlock Period originated) or (an “Unresolved Deadlock”), ▇▇▇▇▇ shall have the right to sell its Membership Interests in the Company (subject to compliance with the process and rights as described under Article IX as B) if such sale were taking place after Deadlock is not a Special Deadlock Matter, either Shareholder may, by written notice to the expiration other Shareholder and to the Board of Directors of JVCO, cause the Lockup Period) regardless of whether the Lockup Period remains in effect at the time of exercising such right. Upon the occurrence of an Unresolved Deadlock, upon the written request of ▇▇▇▇▇, Par Pacific shall deliver JV to Alohi a written authorization and accompanying certificate signed by the secretary of Par Pacific evidencing the release and waiver of any restrictions on Alohi to transfer its Units under Section 9.3be liquidated.

Deadlock. (a) Prior The Parties and their respective PERMITTED NOMINEES expressly agree and confirm that in case of any major impasse / deadlock having arisen in the operation of the JVC which pertains and is material to the end further or future operation of the Lockup Periodbusiness of JVC, if the Board fails Parties shall cause their nominated directors to approve any decision regarding (i) prepare and circulate to the Operating Budget, (ii) any other decisions reasonably required Party or Parties a memorandum or a statement setting out its position on the issue on which there is disagreement and its reasons for adopting such position. Each such memorandum or statement shall then be considered by the occurrence chairman of an Emergency or change in lawmanaging board of GPL, in each case affecting the Renewable Fuels Facility ((i) SEIL and (ii), each a “Deadlock Matter”), or (iii) any other decisions requiring Unanimous Board Approval as provided in Section 5.3 (an “Unapproved Matter”), any Member may, via written request setting forth in reasonable detail the nature and extent of the Deadlock Matter or Unapproved Matter, request that the Members convene one or more meetings to attempt TIC then holding office who shall use their best endeavours to resolve such Deadlock Matter or Unapproved Matter through good faith negotiations between senior management an impasse / deadlock. Such process shall be completed within a period of each Member 45 (at the title of Senior Vice President or equivalent) during the thirty (30forty-five) days after of the occurrence impasse/deadlock having arisen, unless such period is extended by mutual agreementby three chairman. An impasses / deadlock arises on the date one Party receives a written communication from the other conveying the basis of such Deadlock Matter (the “Deadlock Period”). (b) Prior other Party coming to the end conclusion of which the deadlock is and how it has arisen. Despite the aforesaid if the panel of the Lockup Periodchairman is unable to resolve the impasse / deadlock, if that the deadlock shall be deemed to be a Deadlock Matter has not been resolved within major impasse / deadlock and in the Deadlock Period through event ultimate solution of any major impasses/deadlock shall be as provided hereinafter in this Clause. In the good faith negotiations described event any Party(hereinafter referred to as “Selling Party”) desires to sell its shareholding in Section 5.6(a)the JVC, Par Pacific the other Parties(hereinafter referred to as “Purchasing Parties”) shall have the authority first right to resolve such unresolved Deadlock Matter. Any such resolution by Par Pacific shall be considered final. Notwithstanding the foregoing, if a Deadlock Matter regarding the any Operating Budget arises in two (2) consecutive years and Par Pacific has exercised inquire it including its authority to resolve the first such Deadlock Matter, then Par Pacific may not unilaterally resolve the second occurrence of such Operating Budget-related Deadlock Matter over ▇▇▇▇▇’s objection; instead, should such Deadlock Matter remain unresolved at the end of the Deadlock Period (an “Unresolved Deadlock”), ▇▇▇▇▇ shall have the right PERMITTED NOMINEES to sell its Membership Interests shareholding to themselves at a fair price which shall be determined in accordance with Clause 5.3 of this Agreement. In case Purchasing Parties have notified Selling Party in writing that it or its PERMITTED NOMINEES do not wish to purchase the Company (subject entire shareholding of Selling Party including its PERMITTED NOMINEES, in that event, Selling Party shall be entitled to compliance with sell all the process share held by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in Clause 14.1, provided that such a third party is acceptable to Purchasing Parties and rights agree in writing as described under Article IX a condition precedent to the transfer of share to it to be bound by the terms and conditions of this Agreement as if though it was a signatory to this Agreement. Once an impasses/ deadlock has deemed to have arisen till such sale were taking place after time the expiration impasses/ deadlock is resolved, the directors of the Lockup Period) regardless Boardshall function as trustees for the smooth and continued operation and functioning of whether the Lockup Period remains in effect at the time of exercising such right. Upon the occurrence of an Unresolved Deadlock, upon the written request of ▇▇▇▇▇, Par Pacific shall deliver to Alohi a written authorization and accompanying certificate signed by the secretary of Par Pacific evidencing the release and waiver of any restrictions on Alohi to transfer its Units under Section 9.3JVC.

Deadlock. (a) Prior 14.1 The Parties and their respective PERMITTED NOMINEES expressly agree and confirm that in case of any major impasse / deadlock having arisen in the operation of the JVC which pertains and is material to the end further or future operation of the Lockup Periodbusiness of JVC, if the Board fails Parties shall cause their nominated directors to approve any decision regarding (i) prepare and circulate to the Operating Budget, (ii) any other decisions reasonably required Party or Parties a memorandum or a statement setting out its position on the issue on which there is disagreement and its reasons for adopting such position. Each such memorandum or statement shall then be considered by the occurrence chairman of an Emergency or change in lawmanaging board of GPL, in each case affecting the Renewable Fuels Facility ((i) SEIL and (ii), each a “Deadlock Matter”), or (iii) any other decisions requiring Unanimous Board Approval as provided in Section 5.3 (an “Unapproved Matter”), any Member may, via written request setting forth in reasonable detail the nature and extent of the Deadlock Matter or Unapproved Matter, request that the Members convene one or more meetings to attempt TIC then holding office who shall use their best endeavours to resolve such Deadlock Matter or Unapproved Matter through good faith negotiations between senior management an impasse / deadlock. Such process shall be completed within a period of each Member 45 (at the title of Senior Vice President or equivalent) during the thirty (30forty-five) days after of the occurrence impasse/deadlock having arisen, unless such period is extended by mutual agreementby three chairman. An impasses / deadlock arises on the date one Party receives a written communication from the other conveying the basis of such Deadlock Matter (the “Deadlock Period”). (b) Prior other Party coming to the end conclusion of which the deadlock is and how it has arisen. Despite the aforesaid if the panel of the Lockup Periodchairman is unable to resolve the impasse / deadlock, if that the deadlock shall be deemed to be a Deadlock Matter has not been resolved within major impasse / deadlock and in the Deadlock Period through event ultimate solution of any major impasses/deadlock shall be as provided hereinafter in this Clause. In the good faith negotiations described event any Party(hereinafter referred to as “Selling Party”) desires to sell its shareholding in Section 5.6(a)the JVC, Par Pacific the other Parties(hereinafter referred to as “Purchasing Parties”) shall have the authority first right to resolve such unresolved Deadlock Matter. Any such resolution by Par Pacific shall be considered final. Notwithstanding the foregoing, if a Deadlock Matter regarding the any Operating Budget arises in two (2) consecutive years and Par Pacific has exercised inquire it including its authority to resolve the first such Deadlock Matter, then Par Pacific may not unilaterally resolve the second occurrence of such Operating Budget-related Deadlock Matter over ▇▇▇▇▇’s objection; instead, should such Deadlock Matter remain unresolved at the end of the Deadlock Period (an “Unresolved Deadlock”), ▇▇▇▇▇ shall have the right PERMITTED NOMINEES to sell its Membership Interests shareholding to themselves at a fair price which shall be determined in accordance with Clause 5.3 of this Agreement. 14.2 In case Purchasing Parties have notified Selling Party in writing that it or its PERMITTED NOMINEES do not wish to purchase the Company (subject entire shareholding of Selling Party including its PERMITTED NOMINEES, in that event, Selling Party shall be entitled to compliance with sell all the process share held by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in Clause 14.1, provided that such a third party is acceptable to Purchasing Parties and rights agree in writing as described under Article IX a condition precedent to the transfer of share to it to be bound by the terms and conditions of this Agreement as if though it was a signatory to this Agreement. 14.3 Once an impasses/ deadlock has deemed to have arisen till such sale were taking place after time the expiration impasses/ deadlock is resolved, the directors of the Lockup Period) regardless Boardshall function as trustees for the smooth and continued operation and functioning of whether the Lockup Period remains in effect at the time of exercising such right. Upon the occurrence of an Unresolved Deadlock, upon the written request of ▇▇▇▇▇, Par Pacific shall deliver to Alohi a written authorization and accompanying certificate signed by the secretary of Par Pacific evidencing the release and waiver of any restrictions on Alohi to transfer its Units under Section 9.3JVC.

Deadlock. (a) Prior If at two (2) successive meetings of the Board, the Directors are unable to reach a decision by the required vote regarding any the matter submitted for consideration by the Board at such meetings (a “Deadlock”), the Board shall refer the matter subject to the end of Deadlock to the Lockup PeriodClass B Stockholders, who shall vote on such matter and, if the Board fails to approve any decision regarding (i) the Operating Budgetstockholder vote results in a Deadlock, (ii) any other decisions reasonably required by the occurrence of an Emergency or change in law, in each case affecting the Renewable Fuels Facility ((i) and (ii), each a “Deadlock Matter”), or (iii) any other decisions requiring Unanimous Board Approval as provided in Section 5.3 (an “Unapproved Matter”), any Member may, via written request setting forth in reasonable detail the nature and extent of the Deadlock Matter or Unapproved Matter, request that the Members convene one or more meetings to attempt to resolve such matter within twenty (20) days after referral to them of the issue subject to a Deadlock Matter (or, if mutually agreed by the Class B Stockholders, a longer period of time). Any resolution agreed to by the Class B Stockholders shall be final and binding on the Company and the Stockholders. (b) If the issue subject to the Deadlock has not been resolved in accordance with Section 2.03(a), then within fifteen (15) days of the written determination by the Class B Stockholders that no agreement can be reached with respect to such issue (the “Call Period”), the Xcel Stockholder shall have the right (a “Call Right”) by written notice to the Hilco Stockholder (the “Call Notice”) to purchase all (and not less than all) of the Class B Common Stock owned by the Hilco Stockholder and its Permitted Transferees. If the Hilco Stockholder has not received from the Xcel Stockholder a Call Notice prior to the expiration of the Call Period, the Hilco Stockholder shall have the right (a “Put Right”) (exercisable within fifteen (15) days following the expiration of the Call Period) to require the Xcel Stockholder to purchase all (and not less than all) of the Class B Common Stock held by the Hilco Stockholder and its Permitted Transferees. (c) The purchase price payable by the Xcel Stockholder upon the exercise of a Call Right or Unapproved Matter through good faith negotiations Put Right, as the case may be, shall be equal to either (i) in the event that the Class A Common Stock is listed for trading on the NASDAQ Stock Market, the New York Stock Exchange, the NYSE American stock exchange, or another national securities exchange, or quoted on the OTC bulletin board or other over the counter market, the per share purchase price shall be equal to the average closing sale price for the last ten (10) trading days of the Class A Common Stock or (ii) the appraised value of the Common Stock held by the Hilco Stockholder and its Permitted Transferees calculated as a proportion (based on the Common Stock ownership percentage of the Hilco Stockholder) of the overall fair market value of the Company determined on a going concern basis as between senior management a willing buyer and willing seller with no discounts for lack of each Member liquidity or a minority interest, which shall be determined in accordance with the procedures set forth below (at the title “Appraised Value”): (i) Within fifteen (15) days of Senior Vice President the exercise of the Call Right or equivalentPut Right, as the case may be, the Class B Stockholders shall appoint [NAME OF ACCOUNTING FIRM] or such other firm of independent accountants of national standing to which the Class B Stockholders agree and which has not provided substantial services to the Company, any Class B Stockholder, or any of their respective Affiliates within the preceding two (2) during years (the “Independent Accountant”) to determine the Appraised Value of the Common Stock held by the Hilco Stockholder and its Permitted Transferees. The Class B Stockholders shall instruct the Independent Accountant to render its determination of the Appraised Value in writing within thirty (30) days after the occurrence of such Deadlock Matter (Independent Accountant's appointment. The determination of the “Deadlock Period”)Independent Accountant shall be final for all purposes of this Section 2.03. The costs and expenses of the Independent Accountant shall be borne equally by the Class B Stockholders. (bii) Prior To enable the Independent Accountant to conduct the valuation, the Class B Stockholders and the Company shall furnish to the end Independent Accountant such information as the Independent Accountant may request, including information regarding the Business and the Company's assets, properties, financial condition, earnings, and prospects. (d) Within fifteen (15) days after the date of the Lockup Periodfinal determination of the Appraised Value (which period shall be extended solely to the extent needed to obtain any required Government Approvals, provided, that the Hilco Stockholder shall, and shall cause its Permitted Transferees to, have used their reasonable best efforts to obtain such approval in a timely manner), the Hilco Stockholder shall, and shall cause its Permitted Transferees to, sell to the Xcel Stockholder, free and clear of any Liens, all of the Class B Common Stock held by them. (e) Each Stockholder shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 2.03, including entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. (f) At the closing of any sale and purchase pursuant to this Section 2.03, the Hilco Stockholder shall, and shall cause its Permitted Transferees to, deliver to the Xcel Stockholder the certificate or certificates representing their Common Stock (if any), accompanied by stock powers and all necessary stock transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from the Xcel Stockholder by certified or official bank check or by wire transfer of immediately available funds. (g) During the continuation of any Deadlock and prior to the closing of any sale and purchase pursuant to this Section 2.03, the Company shall continue to operate in a Deadlock Matter has not been resolved within the Deadlock Period through the good faith negotiations described in Section 5.6(a), Par Pacific shall have the authority to resolve manner consistent with its prior practices and this Agreement until such unresolved Deadlock Matter. Any such resolution by Par Pacific shall be considered final. Notwithstanding the foregoing, if a Deadlock Matter regarding the any Operating Budget arises in two (2) consecutive years and Par Pacific has exercised its authority to resolve the first time as such Deadlock Matter, then Par Pacific may not unilaterally resolve the second occurrence of such Operating Budget-related Deadlock Matter over ▇▇▇▇▇’s objection; instead, should such Deadlock Matter remain unresolved at the end of the Deadlock Period (an “Unresolved Deadlock”), ▇▇▇▇▇ shall have the right to sell its Membership Interests in the Company (subject to compliance with the process and rights as described under Article IX as if such sale were taking place after the expiration of the Lockup Period) regardless of whether the Lockup Period remains in effect at the time of exercising such right. Upon the occurrence of an Unresolved Deadlock, upon the written request of ▇▇▇▇▇, Par Pacific shall deliver to Alohi a written authorization and accompanying certificate signed by the secretary of Par Pacific evidencing the release and waiver of any restrictions on Alohi to transfer its Units under Section 9.3is resolved.

Deadlock. 13.1 A deadlock will occur if a resolution is proposed in a duly convened meeting of the board of directors or at a duly convened meeting of the Company, or if a request for approval contemplated by Clause 5.1 is made, and: (a) Prior to a quorum is not achieved at the end meeting other than through the non-attendance of the Lockup Period, if the Board fails to approve any decision regarding (i) the Operating Budget, (ii) any other decisions reasonably required by the occurrence of an Emergency or change in law, in each case affecting the Renewable Fuels Facility ((i) and (ii), each a “Deadlock Matter”), or (iii) any other decisions requiring Unanimous Board Approval as provided in Section 5.3 (an “Unapproved Matter”), any Member may, via written request setting forth in reasonable detail the nature and extent proposer of the Deadlock Matter or Unapproved Matter, request that the Members convene one or more meetings to attempt to resolve such Deadlock Matter or Unapproved Matter through good faith negotiations between senior management of each Member (resolution and a quorum is also not achieved at the title of Senior Vice President or equivalent) during the thirty (30) days after the occurrence of such Deadlock Matter (the “Deadlock Period”).any adjourned meeting; or (b) Prior if either (i) KSB or both the A Directors nominated by KSB (or if only one such director is present, that A Director) or (ii) BBT or both the B Directors nominated by BBT (or if only one such director is present, that B Director), (other than in either case the proposing party, or the director or directors nominated by the proposing party) votes against the resolution or abstains from voting; or (c) in the case of a request for approval under Clause 5.1, such approval is not forthcoming within 20 Business Days of the date the request is received in writing. 13.2 KSB or BBT may within 30 days of the event that has given rise to the end deadlock serve notice (a “Deadlock Notice”) on the other party stating that in its opinion a deadlock has occurred and identifying the matter over which the parties are deadlocked. 13.3 The parties undertake that following service of the Lockup Period, if a Deadlock Matter has not been resolved within the Deadlock Period through the Notice they shall attempt in good faith negotiations described in Section 5.6(a), Par Pacific shall have the authority to resolve such unresolved Deadlock Matter. Any such resolution by Par Pacific shall be considered final. Notwithstanding the foregoing, if a Deadlock Matter regarding the any Operating Budget arises in two (2) consecutive years and Par Pacific has exercised its authority to resolve the first deadlock promptly by negotiation between senior executives of KSB and BBT. If such Deadlock Matter, then Par Pacific may not unilaterally resolve senior executives are unable to reach a mutually acceptable resolution of the second occurrence deadlock within a period of such Operating Budget-related Deadlock Matter over ▇▇▇▇▇’s objection; instead, should such Deadlock Matter remain unresolved at 30 days following the end date of the Deadlock Period Notice, KSB and BBT undertake to submit the matter to the mediation procedures set out in Clause 13.4, upon receipt of a written request (the “Mediation Notice”) therefor by either KSB or BBT within a period of 45 days following the Deadlock Notice. 13.4 If either party by notice in writing under Clause 13.3 invokes mediation, then senior executives from each of KSB and BBT shall mutually agree upon a mediator within England. Each of them shall propose a list of up to five names within 10 Business Days of the date of the Mediation Notice. Each such name proposed shall be of an “Unresolved Deadlock”), ▇▇▇▇▇ independent third party with appropriate experience and expertise. If any of the names are the same the parties shall agree upon a mediator from the names they have jointly proposed. If none of the right names are the same then the party who initiates mediation shall select a mediator from the list provided by the non-initiating party. All lists of mediators shall include a full resume for each mediator named on the list. The parties shall complete the process of selecting a mediator within 15 Business Days of the date of the Mediation Notice. 13.5 If neither KSB nor BBT elect to sell its Membership Interests in appoint a mediator within the stipulated period or they are unable to resolve the deadlock within 30 days from the date of such appointment then this Agreement will terminate and the Company (subject to compliance will be wound up in accordance with the process and rights as described under Article IX as if such sale were taking place after the expiration of the Lockup Period) regardless of whether the Lockup Period remains in effect at the time of exercising such right. Upon the occurrence of an Unresolved Deadlock, upon the written request of ▇▇▇▇▇, Par Pacific shall deliver to Alohi a written authorization and accompanying certificate signed by the secretary of Par Pacific evidencing the release and waiver of any restrictions on Alohi to transfer its Units under Section 9.3Clause 18.