Common use of Deadlock Clause in Contracts

Deadlock. 10.1 The Parties shall cause the Directors to, in good faith, attempt to arrive at a consensus when considering significant decisions relating to the management and the operation of the Company. The Parties shall strive to avoid impasse in decisions to be made by the Board. 10.2 A Deadlock shall be deemed to have occurred in the event that a decision cannot be made on any matter to be decided by the Board (including any Reserved Matter as specified in Schedule 1) due to which no action can be taken on the matter in question in three (3) successive duly convened Board meetings at which a quorum is present. 10.3 Upon a Deadlock having occurred, either Shareholder may give notice in writing (the Deadlock Notice) to the Chief Executive Officer (or person holding an equivalent position) of the other Shareholder (collectively referred to as the “Chief Officers”), of the existence of a Deadlock and the issue on which Deadlock has arisen (hereinafter referred to as the Fundamental Issue). The Deadlock Notice shall specify in reasonable detail the nature of the Fundamental Issue giving rise thereto. The Chief Officer receiving the Deadlock Notice shall promptly arrange for a meeting with the other Chief Officer for the purpose of resolving the Deadlock. The meeting shall be held within twenty-five (25) Business Days from the date the Deadlock Notice is given. 10.4 In the event the Fundamental Issue is not resolved within seventy-five (75) days after the aforementioned meeting of the Chief Officers, unless the Shareholders mutually agree in writing regarding an alternative solution, Party A may within fifteen (15) Business Days notify Party B (a Deadlock Offer Notice) specifying a price at which it offers to sell or purchase all (but not less than all) of the Shares of Party B. If Party A does not issue a Deadlock Offer Notice within the said fifteen (15) Business Day, Party B may within a further fifteen (15) Business Days serve a Deadlock Offer Notice on Party A specifying a price at which it offers to sell or purchase all (but not less than all) of the Shares of Party A. A Deadlock Offer Notice is irrevocable. 10.5 Within a period of ten (10) Business Days after receiving a Deadlock Option Notice, the recipient Party shall at its sole option elect either to: (a) buy, all of the other Party’s Shares at the price stated in the Deadlock Offer Notice; or (b) require the other Party to buy all (but not less than all) of the Shares held by the recipient Party at the same price per Share as would have applied to a purchase under option (a). 10.6 If the recipient Party fails to make an election within the period stipulated in Clause 10.5, it shall be deemed to have agreed to sell to the Party issuing the Deadlock Offer Notice all (but not less than all) of the Shares held by the recipient Party at the same price per Share as would have applied to a purchase under Clause 10.5(a). 10.7 If (a) neither Party issues a Deadlock Offer Notice within the required period as provided under Clause 10.4 or (b) the recipient Party is deemed to have agreed to sell its Shares under Clause 10.6 but the Party issuing the Deadlock Offer Notice does not wish to proceed with the purchase, the Parties shall (unless they agree otherwise) make reasonable efforts to seek a third party purchaser for either all of the Shares held by both Parties or the entire shareholding of one of the Parties. If a third party purchaser acceptable to the Parties cannot be found within a sixty (60)-day period, the Parties shall proceed without delay to commence liquidation proceedings in respect of the Company.

Deadlock. 10.1 14.1 The Parties shall cause the Directors to, and their respective PERMITTED NOMINEES expressly agree and confirm that in good faith, attempt to arrive at a consensus when considering significant decisions relating to the management and case of any major impasse / deadlock having arisen in the operation of the Company. The JVC which pertains and is material to the further or future operation of the business of JVC, the Parties shall strive cause their nominated directors to avoid impasse in decisions prepare and circulate to the other 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 made considered by the Board. 10.2 A Deadlock chairman of managing board of GPL, SEIL and TIC then holding office who shall use their best endeavours to resolve such an impasse / deadlock. Such process shall be completed within a period of 45 (forty-five) days of the 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 other Party coming to the conclusion of which the deadlock is and how it has arisen. Despite the aforesaid if the panel of the chairman is unable to resolve the impasse / deadlock, that the deadlock shall be deemed to have occurred be a major impasse / deadlock and in the event that a decision cannot ultimate solution of any major impasses/deadlock shall be made on as provided hereinafter in this Clause. In the event any matter to be decided by the Board (including any Reserved Matter as specified in Schedule 1) due to which no action can be taken on the matter in question in three (3) successive duly convened Board meetings at which a quorum is present. 10.3 Upon a Deadlock having occurred, either Shareholder may give notice in writing (the Deadlock Notice) to the Chief Executive Officer (or person holding an equivalent position) of the other Shareholder (collectively Party(hereinafter referred to as “Selling Party”) desires to sell its shareholding in the “Chief Officers”)JVC, of the existence of a Deadlock and the issue on which Deadlock has arisen (hereinafter other Parties(hereinafter referred to as “Purchasing Parties”) shall have the Fundamental Issue). The Deadlock Notice shall specify in reasonable detail the nature of the Fundamental Issue giving rise thereto. The Chief Officer receiving the Deadlock Notice shall promptly arrange for a meeting with the other Chief Officer for the purpose of resolving the Deadlock. The meeting shall be held within twenty-five (25) Business Days from the date the Deadlock Notice is given. 10.4 In the event the Fundamental Issue is not resolved within seventy-five (75) days after the aforementioned meeting of the Chief Officers, unless the Shareholders mutually agree in writing regarding an alternative solution, Party A may within fifteen (15) Business Days notify Party B (a Deadlock Offer Notice) specifying a price at which first right to inquire it offers to sell or purchase all (but not less than all) of the Shares of Party B. If Party A does not issue a Deadlock Offer Notice within the said fifteen (15) Business Day, Party B may within a further fifteen (15) Business Days serve a Deadlock Offer Notice on Party A specifying a price at which it offers to sell or purchase all (but not less than all) of the Shares of Party A. A Deadlock Offer Notice is irrevocable. 10.5 Within a period of ten (10) Business Days after receiving a Deadlock Option Notice, the recipient Party shall at including its sole option elect either to: (a) buy, all of the other Party’s Shares at the price stated in the Deadlock Offer Notice; or (b) require the other Party to buy all (but not less than all) of the Shares held by the recipient Party at the same price per Share as would have applied to a purchase under option (a). 10.6 If the recipient Party fails to make an election within the period stipulated in Clause 10.5, it shall be deemed to have agreed to sell to the Party issuing the Deadlock Offer Notice all (but not less than all) of the Shares held by the recipient Party at the same price per Share as would have applied to a purchase under Clause 10.5(a). 10.7 If (a) neither Party issues a Deadlock Offer Notice within the required period as provided under Clause 10.4 or (b) the recipient Party is deemed to have agreed PERMITTED NOMINEES to sell its Shares under shareholding to themselves at a fair price which shall be determined in accordance with Clause 10.6 but the 5.3 of this Agreement. 14.2 In case Purchasing Parties have notified Selling Party issuing the Deadlock Offer Notice does in writing that it or its PERMITTED NOMINEES do not wish to proceed with the purchase, the Parties shall (unless they agree otherwise) make reasonable efforts to seek a third party purchaser for either all of the Shares held by both Parties or purchase the entire shareholding of one of Selling Party including its PERMITTED NOMINEES, in that event, Selling Party shall be entitled to sell all the Parties. If share held by it/its PERMITTED NOMINEES to a third party purchaser 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 agree in writing as a condition precedent to the Parties cannot transfer of share to it to be found within bound by the terms and conditions of this Agreement as though it was a sixty (60)-day periodsignatory to this Agreement. 14.3 Once an impasses/ deadlock has deemed to have arisen till such time the impasses/ deadlock is resolved, the Parties shall proceed without delay to commence liquidation proceedings in respect directors of the CompanyBoardshall function as trustees for the smooth and continued operation and functioning of the JVC.

Deadlock. 10.1 The Parties following events shall cause be considered as a Deadlock: any Shareholders Meeting fails to adopt a resolution requiring approval by a qualified majority of the Directors toShareholders or any Management Board meeting fails to adopt a resolution due to absence of a quorum or otherwise for at least 3 consecutive occasions; any Shareholder has committed a material breach of the terms of the Agreement that has not been cured within 30 days of receipt of notice by any of the other Shareholders; any Shareholder has initiated legal action (civil, in good faithadministrative or criminal proceedings) against any of the other Shareholders, attempt to arrive at a consensus when considering significant decisions relating their nominees to the management and the operation of Management Board or the Company. The In the event of a Deadlock, any Shareholder (with respect to the circumstances described under Section 9.1.2 and 9.1.3, any Shareholder that is not responsible for the occurrence of the events considered a Deadlock) can serve notice to the other Shareholders to initiate the Deadlock resolution procedure. On declaration of a Deadlock, the Parties agree that the Parties shall strive within 5 business days as of such declaration enter in good faith into direct discussions for a period of 5 business days from the beginning of such discussions in order to avoid impasse agree on a mutually satisfactory resolution of the Deadlock. Should such discussions fail to result in decisions a mutually satisfactory resolution of the Deadlock within a period of 5 business days from the beginning of such discussions, the Party declaring the Deadlock may give notice triggering the Buy-Sell Mechanism. To trigger the Buy-Sell Mechanism a Party (the Triggering Party) shall serve to the other Parties (the Receiving Party) a written notice (the Trigger Notice) indicating that it triggers the Buy-Sell Mechanism as well as its offered purchase price on a per share basis, which shall be equal to EUR [number] per share (the Buy-Sell Price). Within 5 business days of receipt of the Trigger Notice, the Receiving Party shall respond to the Triggering Party in writing declaring its intention (the Buy-Sell Election) to either: sell all of its shares to the Triggering Party at the Buy-Sell Price; or acquire all shares of the Triggering Party at the Buy-Sell Price. and the Triggering Party, as well as the Receiving Party, shall be bound to proceed in accordance with the Buy-Sell Election. The sale and purchase of the shares shall be made on a date agreed between the Parties or, in the absence of such agreement, on the 10th business day following the date of the Buy-Sell Election. Should the Receiving Party fail to respond within 5 business days of receipt of the Trigger Notice, the Triggering Party shall, within a further 5 business days period from the expiry of such period of 5 business days, make the Buy-Sell Election, advising the Receiving Party accordingly in writing and the Receiving Party shall be bound to proceed in accordance with such Buy-Sell Election as if such Buy-Sell Election had been made by the Board. 10.2 A Deadlock shall be deemed to have occurred in Receiving Party. For the event that a decision cannot be made on any matter to be decided by the Board (including any Reserved Matter as specified in Schedule 1) due to which no action can be taken on the matter in question in three (3) successive duly convened Board meetings at which a quorum is present. 10.3 Upon a Deadlock having occurred, either Shareholder may give notice in writing (the Deadlock Notice) to the Chief Executive Officer (or person holding an equivalent position) purposes of the other Shareholder (collectively referred to as the “Chief Officers”), of the existence of a Deadlock and the issue on which Deadlock has arisen (hereinafter referred to as the Fundamental Issue). The Deadlock Notice shall specify in reasonable detail the nature of the Fundamental Issue giving rise thereto. The Chief Officer receiving the Deadlock Notice shall promptly arrange for a meeting with the other Chief Officer for the purpose of resolving the Deadlock. The meeting shall be held within twenty-five (25) Business Days from the date the Deadlock Notice is given. 10.4 In the event the Fundamental Issue is not resolved within seventy-five (75) days after the aforementioned meeting of the Chief Officers, unless this Section the Shareholders mutually agree in writing regarding an alternative solution, Party A may within fifteen (15) Business Days notify Party B (a Deadlock Offer Notice) specifying a price at which it offers to sell or purchase all (but not less than all) of the Shares of Party B. If Party A does not issue a Deadlock Offer Notice within the said fifteen (15) Business Day, Party B may within a further fifteen (15) Business Days serve a Deadlock Offer Notice on Party A specifying a price at which it offers to sell or purchase all (but not less than all) of the Shares of Party A. A Deadlock Offer Notice is irrevocablecooperate and act jointly. 10.5 Within a period of ten (10) Business Days after receiving a Deadlock Option Notice, the recipient Party shall at its sole option elect either to: (a) buy, all of the other Party’s Shares at the price stated in the Deadlock Offer Notice; or (b) require the other Party to buy all (but not less than all) of the Shares held by the recipient Party at the same price per Share as would have applied to a purchase under option (a). 10.6 If the recipient Party fails to make an election within the period stipulated in Clause 10.5, it shall be deemed to have agreed to sell to the Party issuing the Deadlock Offer Notice all (but not less than all) of the Shares held by the recipient Party at the same price per Share as would have applied to a purchase under Clause 10.5(a). 10.7 If (a) neither Party issues a Deadlock Offer Notice within the required period as provided under Clause 10.4 or (b) the recipient Party is deemed to have agreed to sell its Shares under Clause 10.6 but the Party issuing the Deadlock Offer Notice does not wish to proceed with the purchase, the Parties shall (unless they agree otherwise) make reasonable efforts to seek a third party purchaser for either all of the Shares held by both Parties or the entire shareholding of one of the Parties. If a third party purchaser acceptable to the Parties cannot be found within a sixty (60)-day period, the Parties shall proceed without delay to commence liquidation proceedings in respect of the Company.

Deadlock. 10.1 The Parties shall cause 7.1 If: 7.1.1 the Directors toBoard or any Board committee is unable to pass a resolution on an Affirmative Vote Matter that has been put to it in a duly convened meeting (including Adjourned Board Meeting, if any), because the Director nominated by the Shareholder whose Consent is needed for such Affirmative Vote Matter has not voted in good faithfavor of it or has communicated its disapproval with respect to such Affirmative Vote Matter or has not been present at such meeting; or 7.1.2 the Shareholders are unable to pass a resolution on an Affirmative Vote Matter, attempt which has been put to arrive them in a duly convened meeting (including Adjourned General Meeting, if any) because the Shareholder whose Consent is needed for such Affirmative Vote Matter has not voted in favor of it or has communicated its disapproval with respect to such Affirmative Vote Matter or has not been present at such meeting, (the situations in Clauses 7.1.1and 7.1.2, each, a consensus when considering significant decisions relating “Deadlock Matter”), then either of the Investor or the Shareholder whose consent was needed for such Affirmative Vote Matter may refer the unresolved matter to such Party’s chairman/chief executive officer or such other senior representative nominated by such Party (such nominated individuals, the “Deadlock Appointees”) by sending written notice to the management Deadlock Appointees along with a copy to all Parties. 7.2 The resolution agreed by the Deadlock Appointees in the manner provided in this Clause 6.5 shall be final and binding on the Investor and the operation relevant Shareholder, and the Deadlock Matter shall be resolved accordingly. Until the Deadlock Matter is so resolved, the Company shall continue to operate in accordance with the terms of this Agreement and its Articles of Association. 7.3 If the Deadlock Appointees are not able to resolve the Deadlock Matter within thirty (30) Business Days of the Company. The Parties shall strive to avoid impasse referral noted in decisions to be made by the Board. 10.2 A Deadlock final paragraph of Clause 7.1, then the Affirmative Vote of the Shareholder shall be deemed to have occurred in the event that a decision cannot be made on any matter to be decided by the Board (including any Reserved Matter as specified in Schedule 1) due to which no action can be taken on the matter in question in three (3) successive duly convened Board meetings at which a quorum is present. 10.3 Upon a Deadlock having occurred, either Shareholder may give notice in writing (prevailed and the Deadlock Notice) to the Chief Executive Officer (or person holding an equivalent position) of the other Shareholder (collectively referred to as the “Chief Officers”), of the existence of a Deadlock and the issue on which Deadlock has arisen (hereinafter referred to as the Fundamental Issue). The Deadlock Notice shall specify in reasonable detail the nature of the Fundamental Issue giving rise thereto. The Chief Officer receiving the Deadlock Notice shall promptly arrange for a meeting with the other Chief Officer for the purpose of resolving the Deadlock. The meeting shall be held within twenty-five (25) Business Days from the date the Deadlock Notice is given. 10.4 In the event the Fundamental Issue is not resolved within seventy-five (75) days after the aforementioned meeting of the Chief Officers, unless the Shareholders mutually agree in writing regarding an alternative solution, Party A may within fifteen (15) Business Days notify Party B (a Deadlock Offer Notice) specifying a price at which it offers to sell or purchase all (but not less than all) of the Shares of Party B. If Party A does not issue a Deadlock Offer Notice within the said fifteen (15) Business Day, Party B may within a further fifteen (15) Business Days serve a Deadlock Offer Notice on Party A specifying a price at which it offers to sell or purchase all (but not less than all) of the Shares of Party A. A Deadlock Offer Notice is irrevocable. 10.5 Within a period of ten (10) Business Days after receiving a Deadlock Option Notice, the recipient Party shall at its sole option elect either to: (a) buy, all of the other Party’s Shares at the price stated in the Deadlock Offer Notice; or (b) require the other Party to buy all (but not less than all) of the Shares held by the recipient Party at the same price per Share as would have applied to a purchase under option (a). 10.6 If the recipient Party fails to make an election within the period stipulated in Clause 10.5, it Matter shall be deemed to have agreed to sell to the Party issuing the Deadlock Offer Notice all (but not less than all) of the Shares held by the recipient Party at the same price per Share been resolved as would have applied to a purchase under Clause 10.5(a)such. 10.7 If (a) neither Party issues a Deadlock Offer Notice within the required period as provided under Clause 10.4 or (b) the recipient Party is deemed to have agreed to sell its Shares under Clause 10.6 but the Party issuing the Deadlock Offer Notice does not wish to proceed with the purchase, the Parties shall (unless they agree otherwise) make reasonable efforts to seek a third party purchaser for either all of the Shares held by both Parties or the entire shareholding of one of the Parties. If a third party purchaser acceptable to the Parties cannot be found within a sixty (60)-day period, the Parties shall proceed without delay to commence liquidation proceedings in respect of the Company.

Deadlock. 10.1 The Parties shall cause 13.1 A deadlock will occur if a resolution is proposed in a duly convened meeting of the Directors to, in good faith, attempt to arrive board of directors or at a consensus when considering significant decisions relating to the management and the operation duly convened meeting of the Company. The Parties shall strive to avoid impasse in decisions to be made , or if a request for approval contemplated by the Board. 10.2 A Deadlock shall be deemed to have occurred in the event that a decision cannot be made on any matter to be decided by the Board (including any Reserved Matter as specified in Schedule 1) due to which no action can be taken on the matter in question in three (3) successive duly convened Board meetings at which a quorum Clause 5.1 is present. 10.3 Upon a Deadlock having occurredmade, either Shareholder may give notice in writing (the Deadlock Notice) to the Chief Executive Officer (or person holding an equivalent position) of the other Shareholder (collectively referred to as the “Chief Officers”), of the existence of a Deadlock and the issue on which Deadlock has arisen (hereinafter referred to as the Fundamental Issue). The Deadlock Notice shall specify in reasonable detail the nature of the Fundamental Issue giving rise thereto. The Chief Officer receiving the Deadlock Notice shall promptly arrange for a meeting with the other Chief Officer for the purpose of resolving the Deadlock. The meeting shall be held within twenty-five (25) Business Days from the date the Deadlock Notice is given. 10.4 In the event the Fundamental Issue is not resolved within seventy-five (75) days after the aforementioned meeting of the Chief Officers, unless the Shareholders mutually agree in writing regarding an alternative solution, Party A may within fifteen (15) Business Days notify Party B (a Deadlock Offer Notice) specifying a price at which it offers to sell or purchase all (but not less than all) of the Shares of Party B. If Party A does not issue a Deadlock Offer Notice within the said fifteen (15) Business Day, Party B may within a further fifteen (15) Business Days serve a Deadlock Offer Notice on Party A specifying a price at which it offers to sell or purchase all (but not less than all) of the Shares of Party A. A Deadlock Offer Notice is irrevocable. 10.5 Within a period of ten (10) Business Days after receiving a Deadlock Option Notice, the recipient Party shall at its sole option elect either toand: (a) buy, all a quorum is not achieved at the meeting other than through the non-attendance of the other Party’s Shares proposer of the resolution and a quorum is also not achieved at the price stated in the Deadlock Offer Noticeany adjourned meeting; or (b) require 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 deadlock serve notice (a “Deadlock Notice”) on the other Party to buy all (but not less than all) 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 Shares held Deadlock Notice they shall attempt in good faith to resolve the deadlock promptly by negotiation between senior executives of KSB and BBT. If such senior executives are unable to reach a mutually acceptable resolution of the deadlock within a period of 30 days following the date of the Deadlock Notice, KSB and BBT undertake to submit the matter to the mediation procedures set out in Clause 13.4, upon receipt of a written request (the “Mediation Notice”) therefor by either KSB or BBT within a period of 45 days following the Deadlock Notice. 13.4 If either party by notice in writing under Clause 13.3 invokes mediation, then senior executives from each of KSB and BBT shall 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 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 names are the same then the party who initiates mediation shall select a mediator from the list provided by the recipient Party at non-initiating party. All lists of mediators shall include a full resume for each mediator named on the same price per Share as would have applied to list. The parties shall complete the process of selecting a purchase under option (a)mediator within 15 Business Days of the date of the Mediation Notice. 10.6 13.5 If the recipient Party fails neither KSB nor BBT elect to make an election appoint a mediator within the stipulated period stipulated 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 will be wound up in accordance with Clause 10.5, it shall be deemed to have agreed to sell to the Party issuing the Deadlock Offer Notice all (but not less than all) of the Shares held by the recipient Party at the same price per Share as would have applied to a purchase under Clause 10.5(a)18. 10.7 If (a) neither Party issues a Deadlock Offer Notice within the required period as provided under Clause 10.4 or (b) the recipient Party is deemed to have agreed to sell its Shares under Clause 10.6 but the Party issuing the Deadlock Offer Notice does not wish to proceed with the purchase, the Parties shall (unless they agree otherwise) make reasonable efforts to seek a third party purchaser for either all of the Shares held by both Parties or the entire shareholding of one of the Parties. If a third party purchaser acceptable to the Parties cannot be found within a sixty (60)-day period, the Parties shall proceed without delay to commence liquidation proceedings in respect of the Company.

Deadlock. 10.1 The Parties shall cause the Directors to, 11.1 There is a deadlock if a resolution in good faith, attempt to arrive at a consensus when considering significant decisions relating to the management respect of any Reserved Matters or Board Reserved Matters is proposed and the operation one of the Company. The Parties shall strive to avoid impasse in decisions to be made by the Board. 10.2 A Deadlock shall be deemed to have occurred in the event that a decision cannot be made on any matter to be decided by the Board (including any Reserved Matter as specified in Schedule 1) due to which no action can be taken on the matter in question in three (3) successive duly convened Board meetings at which a quorum is present. 10.3 Upon a Deadlock having occurred, either Shareholder may give notice in writing (the Deadlock Notice) to the Chief Executive Officer (or person holding an equivalent position) of the other Shareholder (collectively referred to as the “Chief Officers”), of the existence of a Deadlock and the issue on which Deadlock has arisen (hereinafter referred to as the Fundamental Issue). The Deadlock Notice shall specify in reasonable detail the nature of the Fundamental Issue giving rise thereto. The Chief Officer receiving the Deadlock Notice shall promptly arrange for a meeting with the other Chief Officer for the purpose of resolving the Deadlock. The meeting shall be held within twenty-five (25) Business Days from the date the Deadlock Notice is given. 10.4 In the event the Fundamental Issue is not resolved within seventy-five (75) days after the aforementioned meeting of the Chief Officers, unless the Shareholders mutually agree in writing regarding an alternative solution, Party A may within fifteen (15) Business Days notify Party B (a Deadlock Offer Notice) specifying a price at which it offers to sell or purchase all (but not less than all) of the Shares of Party B. If Party A does not issue a Deadlock Offer Notice within the said fifteen (15) Business Day, Party B may within a further fifteen (15) Business Days serve a Deadlock Offer Notice on Party A specifying a price at which it offers to sell or purchase all (but not less than all) of the Shares of Party A. A Deadlock Offer Notice is irrevocable. 10.5 Within a period of ten (10) Business Days after receiving a Deadlock Option Notice, the recipient Party shall at its sole option elect either tofollowing applies: (a) buythe 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, all either because the requisite majority has not voted in favour of the other Party’s Shares at the price stated in the Deadlock Offer Noticeit or because two or more consecutive Board meetings have been dissolved for lack of a quorum; or (b) require 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 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 within five (5) Business Days of the meeting at which the deadlock arises serve notice on the other Party Shareholder (Deadlock Notice) stating that in its opinion a deadlock has occurred and identifying the matter giving rise to buy all (but not less than all) the deadlock. 11.3 On the date of service of the Shares held by Deadlock Notice, Gunvor and Top Ships shall each refer the recipient Party at Reserved Matter or Board Reserved Matter giving rise to the same price per Share as would have applied deadlock to their respective Chief Executive Officers of Top Ships Inc. and Gunvor Group Ltd for resolution. The Parties shall use all reasonable endeavours in good faith to resolve the dispute within fourteen (14) days in a purchase under option (a)way that is in the best interests of the JVCo. 10.6 If 11.4 For the recipient avoidance of doubt neither Party fails to make an election within the period stipulated in Clause 10.5, it shall be deemed entitled to have agreed to sell to the Party issuing the serve a Deadlock Offer Notice all (but not less than all) if a resolution is proposed during a meeting of the Shares held by the recipient Party at the same price per Share as would have applied to a purchase under Clause 10.5(a). 10.7 If (a) neither Party issues a Deadlock Offer Notice within the required period as provided under Clause 10.4 or (b) the recipient Party is deemed to have agreed to sell its Shares under Clause 10.6 but the Party issuing the Deadlock Offer Notice does not wish to proceed with the purchase, the Parties shall (unless they agree otherwise) make reasonable efforts to seek a third party purchaser for either all of the Shares held by both Parties Board or the entire shareholding of one of the Parties. If a third party purchaser acceptable to the Parties cannot be found within a sixty (60)-day period, the Parties shall proceed without delay to commence liquidation proceedings Shareholders in respect of the Companyany matter that is not a Reserved Matter or Board Reserved Matter.

Deadlock. 10.1 The Parties shall cause the Directors to, 11.1 There is a deadlock if a resolution in good faith, attempt to arrive at a consensus when considering significant decisions relating to the management respect of any Reserved Matters or Board Reserved Matters Is proposed and the operation one of the Company. The Parties shall strive to avoid impasse in decisions to be made by the Board. 10.2 A Deadlock shall be deemed to have occurred in the event that a decision cannot be made on any matter to be decided by the Board (including any Reserved Matter as specified in Schedule 1) due to which no action can be taken on the matter in question in three (3) successive duly convened Board meetings at which a quorum is present. 10.3 Upon a Deadlock having occurred, either Shareholder may give notice in writing (the Deadlock Notice) to the Chief Executive Officer (or person holding an equivalent position) of the other Shareholder (collectively referred to as the “Chief Officers”), of the existence of a Deadlock and the issue on which Deadlock has arisen (hereinafter referred to as the Fundamental Issue). The Deadlock Notice shall specify in reasonable detail the nature of the Fundamental Issue giving rise thereto. The Chief Officer receiving the Deadlock Notice shall promptly arrange for a meeting with the other Chief Officer for the purpose of resolving the Deadlock. The meeting shall be held within twenty-five (25) Business Days from the date the Deadlock Notice is given. 10.4 In the event the Fundamental Issue is not resolved within seventy-five (75) days after the aforementioned meeting of the Chief Officers, unless the Shareholders mutually agree in writing regarding an alternative solution, Party A may within fifteen (15) Business Days notify Party B (a Deadlock Offer Notice) specifying a price at which it offers to sell or purchase all (but not less than all) of the Shares of Party B. If Party A does not issue a Deadlock Offer Notice within the said fifteen (15) Business Day, Party B may within a further fifteen (15) Business Days serve a Deadlock Offer Notice on Party A specifying a price at which it offers to sell or purchase all (but not less than all) of the Shares of Party A. A Deadlock Offer Notice is irrevocable. 10.5 Within a period of ten (10) Business Days after receiving a Deadlock Option Notice, the recipient Party shall at its sole option elect either tofollowing applies: (a) buythe 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, all either because the requisite majority has not voted in favour of the other Party’s Shares at the price stated in the Deadlock Offer Noticeit or because two or more consecutive Board meetings have been dissolved for lack of a quorum; or (b) require 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 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 within five (5) Business Days of the meeting at which the deadlock arises serve notice on the other Party Shareholder (Deadlock Notice) stating that in its opinion a deadlock has occurred and identifying the matter giving rise to buy all (but not less than all) the deadlock. 11.3 On the date of service of the Shares held by Deadlock Notice, Gunvor and Top Ships shall each refer the recipient Party at Reserved Matter or Board Reserved Matter giving rise to the same price per Share as would have applied deadlock to their respective Chief Executive Officers of Top Ships Inc. and Gunvor Group Ltd for resolution. The Parties shall use all reasonable endeavours in good faith to resolve the dispute within fourteen (14) days in a purchase under option (a)way that is in the best interests of the JVCo. 10.6 If 11.4 For the recipient avoidance of doubt neither Party fails to make an election within the period stipulated in Clause 10.5, it shall be deemed entitled to have agreed to sell to the Party issuing the serve a Deadlock Offer Notice all (but not less than all) if a resolution is proposed during a meeting of the Shares held by the recipient Party at the same price per Share as would have applied to a purchase under Clause 10.5(a). 10.7 If (a) neither Party issues a Deadlock Offer Notice within the required period as provided under Clause 10.4 or (b) the recipient Party is deemed to have agreed to sell its Shares under Clause 10.6 but the Party issuing the Deadlock Offer Notice does not wish to proceed with the purchase, the Parties shall (unless they agree otherwise) make reasonable efforts to seek a third party purchaser for either all of the Shares held by both Parties Board or the entire shareholding of one of the Parties. If a third party purchaser acceptable to the Parties cannot be found within a sixty (60)-day period, the Parties shall proceed without delay to commence liquidation proceedings Shareholders in respect of the Companyany matter that is not a Reserved Matter or Board Reserved Matter.

Deadlock. 10.1 The Parties shall cause the Directors to(a) Subject to Clause 15(b), in good faith, attempt to arrive at a consensus when considering significant decisions relating to the management and the operation of the Company. The Parties shall strive to avoid impasse in decisions to be made by the Board. 10.2 A Deadlock there shall be deemed to have occurred in a “Deadlock” if: (i) the event that a decision cannot be made on quorum required for any matter to be decided by the Board (including any Reserved Matter as specified in Schedule 1) due to which no action can be taken on the matter in question in three (3) successive duly convened Board meetings at which a quorum is present. 10.3 Upon a Deadlock having occurredof Directors Meeting, either Shareholder may give notice in writing (the Deadlock Notice) to the Chief Executive Officer (Board of Commissioners Meeting or person holding an equivalent position) of the other Shareholder (collectively referred to as the “Chief Officers”), of the existence of a Deadlock and the issue on which Deadlock has arisen (hereinafter referred to as the Fundamental Issue). The Deadlock Notice shall specify in reasonable detail the nature of the Fundamental Issue giving rise thereto. The Chief Officer receiving the Deadlock Notice shall promptly arrange for a meeting with the other Chief Officer for the purpose of resolving the Deadlock. The meeting shall be held within twenty-five (25) Business Days from the date the Deadlock Notice is given. 10.4 In the event the Fundamental Issue is not resolved within seventy-five (75) days after the aforementioned meeting of the Chief Officers, unless the Shareholders mutually agree in writing regarding an alternative solution, Party A may within fifteen (15) Business Days notify Party B (a Deadlock Offer Notice) specifying a price at which it offers to sell or purchase all (but not less than all) members of the Shares of Party B. If Party A does Company is not issue a Deadlock Offer Notice within present at the said fifteen meeting, nor when it is first reconvened following an adjournment, because any Domestic Partner (15whether itself or by its appointee or representative) Business Day, Party B may within a further fifteen (15) Business Days serve a Deadlock Offer Notice on Party A specifying a price at which it offers to sell or purchase all (but was not less than all) of the Shares of Party A. A Deadlock Offer Notice is irrevocable. 10.5 Within a period of ten (10) Business Days after receiving a Deadlock Option Notice, the recipient Party shall at its sole option elect either to:in attendance; (aii) buy, all any resolution proposed at any duly convened Board of Directors Meeting by any HLNG Director and in favour of which the other Party’s Shares HLNG Directors present vote is not passed; (iii) any resolution proposed at any duly convened Board of Commissioners Meeting by any HLNG Commissioner and in favour of which the price stated in the Deadlock Offer NoticeHLNG Commissioners present vote is not passed; or (biv) require the other Party to buy all (but not less than all) any resolution proposed at any duly convened meeting of the Shares held by members of the recipient Party at the same price per Share as would have applied to Company and in favour of which HLNG votes is not passed. (and each Domestic Partner so not in attendance or voting against or abstaining from voting in favour of any such resolution shall be a purchase under option (a“Deadlock Shareholder” in respect of that Deadlock). 10.6 If the recipient Party fails to make an election within the period stipulated in Clause 10.5, it shall be deemed to have agreed to sell to the Party issuing the Deadlock Offer Notice all (but not less than all) of the Shares held by the recipient Party at the same price per Share as would have applied to a purchase under Clause 10.5(a). 10.7 If (a) neither Party issues a Deadlock Offer Notice within the required period as provided under Clause 10.4 or (b) No Deadlock arises if a meeting, or adjournment, is inquorate because the recipient Party is deemed to have agreed to sell person who proposed the resolution, or one of its Shares under Clause 10.6 but appointees or representatives, does not attend, or because any such person, appointee or representative votes against, or abstains from voting in respect of, the Party issuing relevant resolution. (c) HLNG may within 20 Business Days of the meeting at which the Deadlock Offer arises serve notice on the other Shareholders (a “Deadlock Notice”), copied to the Company: (i) stating that in its opinion a Deadlock has occurred; and (ii) identifying the matter giving rise to the deadlock. (d) HLNG and each Deadlock Shareholder shall meet, and use their reasonable endeavours to resolve the matters giving rise to the Deadlock, as soon as reasonably practicable after a Deadlock Notice does not wish is received. (e) No Domestic Partner shall create or cause to proceed be created an artificial Deadlock; and an “artificial Deadlock” shall be a Deadlock caused by a Domestic Partner, or its appointees on the Board of Directors or Commissioners failing to attend any meeting or voting against an issue or proposal or withholding its consent in any case where such vote against or withholding of consent is, in the opinion of HLNG, being made primarily or substantially with the purchaseintent to frustrate, delay or prohibit the Parties shall (unless they agree otherwise) make reasonable efforts to seek a third party purchaser for either all proper and efficient carrying on of the Shares held Business and the matters contemplated by both Parties or the entire shareholding of one of the Parties. If a third party purchaser acceptable to the Parties cannot be found within a sixty (60)-day period, the Parties shall proceed without delay to commence liquidation proceedings in respect of the Companythis agreement.

Deadlock. 10.1 The 6.3.1 If approval is not obtained under Clause 6.1(b) for a Reserved Matter in Part B of Schedule 2 due to lack of the requisite vote, and in each case after such approval is sought on two (2) successive attempts in accordance with this Agreement (and for this purpose, any adjourned meeting shall count as a separate attempt) the matter remains unresolved, PROVIDED THAT such matter if left unresolved will materially and adversely affect the continued operations of the Group (a “Deadlocked Matter”): (a) the Parties shall: (i) refer such Deadlocked Matter to MayAir’s Designated Person representing MayAir and the Continuing Shareholders’ Designated Person representing the Continuing Shareholders; and (ii) request such persons to seek to agree or resolve such matter, whereupon each such Party shall cause procure such relevant persons to discuss and (acting reasonably) attempt to agree or resolve such matter as soon as reasonably practicable and in any even within 30 calendar days after being requested to do so; (b) if the Directors toParties are unable to resolve the Deadlocked Matter through the procedure set out in Clause 6.3.1(a), in good faithsuch case, attempt either MayAir or any of the Continuing Shareholders (“Offering Party”) may in its sole discretion serve a written notice (“Deadlock Offer Notice”) on the other Shareholders (each an “Offeree Party”) to arrive purchase all (and not some only) of the Offeree Party’s Shares pro-rata to each Offeree Party’s existing shareholding at a consensus when considering significant decisions relating the Deadlock Price and on such other terms and conditions to be agreed upon between the management Offering Party and the operation Offeree Party (the “Deadlock Offer”); and (c) each Offeree Party shall at any time during a period of 21 calendar days from the date of the CompanyDeadlock Offer Notice (“Deadlock Resolution Period”) issue the Offering Party a written notice stating its acceptance of the Deadlock Offer. The Parties shall strive to avoid impasse in decisions to be made by the Board. 10.2 A Deadlock Offeree Party shall be deemed to have occurred in the event that a decision cannot be made on any matter to be decided by the Board (including any Reserved Matter as specified in Schedule 1) due to which no action can be taken on the matter in question in three (3) successive duly convened Board meetings at which a quorum is present. 10.3 Upon a Deadlock having occurred, either Shareholder may give notice in writing (the Deadlock Notice) to the Chief Executive Officer (or person holding an equivalent position) of the other Shareholder (collectively referred to as the “Chief Officers”), of the existence of a Deadlock and the issue on which Deadlock has arisen (hereinafter referred to as the Fundamental Issue). The Deadlock Notice shall specify in reasonable detail the nature of the Fundamental Issue giving rise thereto. The Chief Officer receiving the Deadlock Notice shall promptly arrange for a meeting with the other Chief Officer for the purpose of resolving the Deadlock. The meeting shall be held within twenty-five (25) Business Days from the date the Deadlock Notice is given. 10.4 In the event the Fundamental Issue is not resolved within seventy-five (75) days after the aforementioned meeting of the Chief Officers, unless the Shareholders mutually agree in writing regarding an alternative solution, Party A may within fifteen (15) Business Days notify Party B (a Deadlock Offer Notice) specifying a price at which it offers to sell or purchase all (but not less than all) of the Shares of Party B. If Party A does not issue a Deadlock Offer Notice within the said fifteen (15) Business Day, Party B may within a further fifteen (15) Business Days serve a Deadlock Offer Notice on Party A specifying a price at which it offers to sell or purchase all (but not less than all) of the Shares of Party A. A Deadlock Offer Notice is irrevocable. 10.5 Within a period of ten (10) Business Days after receiving a Deadlock Option Notice, the recipient Party shall at its sole option elect either to: (a) buy, all of the other Party’s Shares at the price stated in accept the Deadlock Offer Notice; or (b) require at the other Party to buy all (but not less than all) end of the Shares held by the recipient Party at the same price per Share as would have applied to a purchase under option (a)Deadlock Resolution Period. 10.6 If the recipient Party fails to make an election within the period stipulated in Clause 10.5, it shall be deemed to have agreed to sell to the Party issuing the Deadlock Offer Notice all (but not less than all) of the Shares held by the recipient Party at the same price per Share as would have applied to a purchase under Clause 10.5(a). 10.7 If (a) neither Party issues a Deadlock Offer Notice within the required period as provided under Clause 10.4 or (b) the recipient Party is deemed to have agreed to sell its Shares under Clause 10.6 but the Party issuing the Deadlock Offer Notice does not wish to proceed with the purchase, the Parties shall (unless they agree otherwise) make reasonable efforts to seek a third party purchaser for either all of the Shares held by both Parties or the entire shareholding of one of the Parties. If a third party purchaser acceptable to the Parties cannot be found within a sixty (60)-day period, the Parties shall proceed without delay to commence liquidation proceedings in respect of the Company.