Common use of Deadlock Clause in Contracts

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

Deadlock. 11.1 There is a deadlock if a resolution in respect of any Reserved Matters or Board Reserved Matters is proposed and one of the following applies: (a) So long as there are only two Members and each Member holds, of record or beneficially through one or more controlled Affiliates, 50% of the aggregate Percentage Interests, if any action requiring a determination by the Board is proposed in good faith, and the Directors are unable has not passed a resolution or approved a written resolution relating to reach agreement on such proposed action at two successive meetings of the a Board (including as a result of the failure by any Director Reserved Matter which has been put to attend any meeting of the Board), in the case of any action to be taken by the Directors, then such matter (a “Deadlock”) shall be addressed it in accordance with this Section 3.9Agreement 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; or (b) the Shareholders has not passed a resolution or approved a written resolution relating to a Reserved Matter which has been put to it in accordance with this Agreement or the Articles, either 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 (i5) A Business Days of the meeting at which the deadlock arises serve notice on the other Shareholder (Deadlock may be referred by either Member for resolution Notice) stating that in its opinion a deadlock has occurred and identifying the matter giving rise to the chief executive officer deadlock. 11.3 On the date of service of the Deadlock Notice, Gunvor and Top Ships shall each Member (each such officer, a “Designated Executive”)refer the Reserved Matter or Board Reserved Matter giving rise to the deadlock to their respective Chief Executive Officers of Top Ships Inc. and Gunvor Group Ltd for resolution. The Designated Executives Parties shall meet within 10 days after such referral to discuss the Deadlock and shall attempt use all reasonable endeavours in good faith to resolve the dispute. If dispute within fourteen (14) days in a way that is in the Designated Executives reach agreement with respect to best interests of the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the BoardJVCo. (ii) If the Designated Executives are unable to resolve such Deadlock within 60 days of the last date on which their meeting should have occurred, either Member may submit such Deadlock to the Independent Directors for non-binding mediation. (iii) If the Members fail to resolve such Deadlock within 20 days of the date on which such Deadlock was submitted to non-binding mediation with the Independent Directors, then the Deadlock may be referred by either Member for resolution to the board of directors of each Member (each such board, a “Member Board”). The Member Boards shall meet first separately and then together as soon as practicable, but in any event, within 90 days after such referral to discuss the Deadlock and shall attempt in good faith to resolve the dispute. If the Member Boards reach agreement with respect to the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the Board. If the Member Boards fail to meet within the time period specified above or are unable to reach agreement within 60 days of the last date on which such initial meeting should have occurred, then the Deadlock shall be resubmitted to the Board for reconsideration. (b) Without prejudice to either Member’s remedies under applicable Law, until agreement with respect to a Deadlock is reached (or such Deadlock is otherwise resolved in accordance with this Agreement), the Company shall not implement the actions giving rise to such Deadlock and shall maintain the status quo, in accordance, to the extent commercially practicable, with the Business Plan then in effect (except that a 5% across-the-board increase shall be applied to the then-current operating budget), subject to and as modified by any duly approved Board actions. (c) 11.4 For the avoidance of doubt, and notwithstanding anything doubt neither Party shall be entitled to serve a Deadlock Notice if a resolution is proposed during a meeting of the contrary set forth herein, no action Board or failure to act the Shareholders in respect of any kind by any Designated Executive matter that is not a Reserved Matter or any member of any Member Board in connection with this Section 3.9 shall result in any liability on the part of any such Person, or any of their respective Affiliates, heirs, successors, assigns, agents and representatives, to the Company or its MembersReserved Matter.

Deadlock. (a) So long A "Deadlock" shall exist if (i) the Manager is unable to take an action for which Member approval is required under this Agreement as there are only two Members and each Member holds, a result of record or beneficially through the willful failure of one or more controlled AffiliatesMembers to attend a properly called meeting to consider the approval of such action, 50% or (ii) the required vote of the aggregate Percentage Interests, if Members for the approval of any action requiring that must be approved by a determination Majority Interest or by all of the Board is Members has not been obtained within fifteen (15) days after such action has been submitted to the Members at a properly called meeting of the Members or within fifteen (15) days after the delivery to all Members of a proposed in good faithwritten consent approving such action, provided that the Members and the Directors are unable Manager, who shall attempt to mediate and enable the Members to reach agreement on such proposed action action, shall have held at two successive meetings of least one face to face meeting during such fifteen (15) day period at which the Board (including as Members make a result of the failure by any Director good faith effort to reach agreement, provided further, that a Deadlock shall exist without such a meeting taking place, if one or more Members refuses to attend any such a meeting of convened in accordance with the Board)next sentence. Such meeting shall be held at the time and place agreed to by the Members or, in the case absence of any action to be taken such agreement, at a time and place called by the DirectorsManager, then such matter on at least three (a “Deadlock”3) shall be addressed in accordance with this Section 3.9. (i) days prior written notice. A Deadlock may be referred by either Member for resolution shall cease to exist upon the Members reaching agreement as to the chief executive officer approval or disapproval of each Member (each such officer, a “Designated Executive”). The Designated Executives shall meet within 10 days after such referral to discuss the Deadlock and shall attempt in good faith to resolve action that is the dispute. If the Designated Executives reach agreement with respect to subject of the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the Board. (ii) If the Designated Executives are unable to resolve such Deadlock within 60 days of the last date on which their meeting should have occurred, either Member may submit such Deadlock to the Independent Directors for non-binding mediation. (iii) If the Members fail to resolve such Deadlock within 20 days of the date on which such Deadlock was submitted to non-binding mediation with the Independent Directors, then the Deadlock may be referred by either Member for resolution to the board of directors of each Member (each such board, a “Member Board”). The Member Boards shall meet first separately and then together as soon as practicable, but in any event, within 90 days after such referral to discuss the Deadlock and shall attempt in good faith to resolve the dispute. If the Member Boards reach agreement with respect to the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the Board. If the Member Boards fail to meet within the time period specified above or are unable to reach agreement within 60 days of the last date on which such initial meeting should have occurred, then the Deadlock shall be resubmitted to the Board for reconsideration. (b) Without prejudice to either Member’s remedies under applicable Law, until agreement with respect to If a Deadlock exists, the Manager shall deliver written notice to the Members of the Deadlock and a description of the action that is the subject of the Deadlock. The members agree to cause their chief executive officers to attempt to reach agreement on the approval or disapproval of such action in order to terminate the Deadlock. If they are unable to reach such agreement within twenty (20) days of the delivery of such written notice to all the Members, then within the next ten (10) days after the end of such twenty (20) day period, the Members may elect in writing (i) to treat the Deadlock as a Company Dispute and submit it to arbitration pursuant to Section 13.14 hereof or (ii) to submit the Deadlock to non-binding mediation. If no such election is made pursuant to the preceding sentence, or if no agreement is reached (or such Deadlock is otherwise resolved in accordance with this Agreement)following non-binding mediation, the Company shall not implement the actions giving rise to such Deadlock and shall maintain the status quo, in accordance, to the extent commercially practicable, with the Business Plan then in effect (except that a 5% across-the-board increase Termination Event shall be applied deemed to the then-current operating budget), subject to and as modified by any duly approved Board actions. (c) For the avoidance of doubt, and notwithstanding anything to the contrary set forth herein, no action or failure to act of any kind by any Designated Executive or any member of any Member Board in connection with this Section 3.9 shall result in any liability occur on the part first Business Day after the end of any the ten (10) day period referred to in the preceding sentence or the completion of such Personmediation, or any of their respective Affiliates, heirs, successors, assigns, agents and representatives, to the Company or its Membersas applicable.

Deadlock. (a) So long as there are only two Members and each Member holdsIf any Fundamental Issue is proposed, of record or beneficially through one or more controlled Affiliatesbut not approved, 50% of the aggregate Percentage Interests, if any action requiring a determination by the Board in two (2) consecutive meetings of the Board, or if there is proposed in good faith, and the Directors are unable a failure to reach agreement on such proposed action at convene two successive (2) consecutive meetings of the Board (including as to discuss a result Fundamental Issue due to a lack of the failure by any Director to attend any meeting of the Board), in the case of any action to be taken by the DirectorsQuorum, then such matter a deadlock shall be deemed to have occurred (a “Deadlock”) ). During the continuation of a Deadlock, the Company shall continue to operate in a manner consistent with prior practices and this Agreement until such Deadlock is resolved. If agreement cannot be reached on any other matter submitted to a meeting of the Board, the matter shall be addressed in accordance with this Section 3.9deemed not to have been approved and no further action will be taken to resolve the issue. (ib) A Deadlock may be referred Each of the Members may, by either Member for resolution written notice to the chief executive officer of each Member other Members and the Board, declare such Deadlock (each such officer, a “Designated ExecutiveDeadlock Notice”, and the matter with respect to which a disagreement exists, the “Deadlock Matter”). The Designated Promptly following the delivery of a Deadlock Notice, the Deadlock Matter shall be referred (“Escalation”) to the senior executives of IHI (or other individuals designated by such senior executives of IHI), JGC (or other individuals designated by such senior executives of JGC), and JBIC (or other individuals designated by such senior executives of JBIC) (the “Senior Executives”). In an Escalation, the Senior Executives shall meet within 10 days after such referral to discuss the Deadlock and shall attempt in use good faith efforts to resolve the dispute. Deadlock Matter within 30 Business Days following the delivery of the Deadlock Notice. (c) If the Designated Escalation is unsuccessful and the Senior Executives are unable to reach agreement with respect to the DeadlockDeadlock Matter within the time period set forth in Section 5.07(b), they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the Board. (ii) If the Designated Executives are unable to resolve such Deadlock within 60 days of the last date on which their meeting should have occurred, either then a Member may submit such refer the Deadlock to the Independent Directors for non-binding mediation. (iii) If the Members fail to resolve such Deadlock within 20 days of the date on which such Deadlock was submitted Matter to non-binding mediation with (the Independent Directors“Deadlock Mediation”) under the Mediation Rules (the “Rules of Mediation”) of the International Chamber of Commerce (“ICC”) and the Deadlock Matter shall be mediated within 30 Business Days following the delivery of a written request for mediation by such Member to each of the other Members and the Board. The seat, or legal place, of the Deadlock Mediation shall be Tokyo, Japan, and the proceedings shall be conducted in Japanese. Notwithstanding the foregoing, the Members shall suspend the Deadlock Mediation if a Member pursues a Transfer pursuant to Section 9.03 until the resolution thereof. (d) If the Escalation and Deadlock Mediation are unsuccessful, or if three (3) or more Deadlock Notices are given during a six (6) consecutive month period, then a Member may refer the Deadlock may Matter to binding arbitration (the “Deadlock Arbitration”) under the Rules of Arbitration of the ICC (the “Rules of Arbitration”) and the Deadlock Matter shall be referred finally arbitrated within 30 Business Days following the delivery of a written request for arbitration by either such Member for resolution to each of the board of directors of each Member (each such board, a “Member other Members and the Board”). The Member Boards shall meet first separately and then together as soon as practicableseat, but in any eventor legal place, within 90 days after such referral to discuss of the Deadlock Arbitration shall be Tokyo, Japan, and the proceedings shall attempt be conducted in good faith to resolve Japanese. The decision of the dispute. If the Member Boards reach agreement arbitrator(s) with respect to the Deadlock, they Deadlock Matter shall jointly so notify the Board be final and binding on the Members. Notwithstanding the foregoing, and such agreement the Members shall be implemented by the Board. If the Member Boards fail to meet within the time period specified above or are unable to reach agreement within 60 days of the last date on which such initial meeting should have occurred, then suspend the Deadlock shall be resubmitted Arbitration if a Member pursues a Transfer pursuant to Section 9.03 until the Board for reconsiderationresolution thereof. (b) Without prejudice to either Member’s remedies under applicable Law, until agreement with respect to a Deadlock is reached (or such Deadlock is otherwise resolved in accordance with this Agreement), the Company shall not implement the actions giving rise to such Deadlock and shall maintain the status quo, in accordance, to the extent commercially practicable, with the Business Plan then in effect (except that a 5% across-the-board increase shall be applied to the then-current operating budget), subject to and as modified by any duly approved Board actions. (c) For the avoidance of doubt, and notwithstanding anything to the contrary set forth herein, no action or failure to act of any kind by any Designated Executive or any member of any Member Board in connection with this Section 3.9 shall result in any liability on the part of any such Person, or any of their respective Affiliates, heirs, successors, assigns, agents and representatives, to the Company or its Members.

Deadlock. (a) So long as there are only two Members and each Member holds, of record or beneficially through one or more controlled Affiliates, 50% A deadlock of the aggregate Percentage Interests, Stockholders or Board of Directors (a "Deadlock") shall be deemed to exist (i) if any action requiring a determination by the Stockholders or the Board is proposed in good faith, and the of Directors are shall be unable to reach agreement by the required vote on such proposed action any significant issue that has been submitted for consideration at two successive meetings meetings, or (ii) if the Stockholders or Board of the Board (including as a result of the failure by any Director to attend any meeting of the Board), in the case of any action to be taken by the Directors, then such matter (a “Deadlock”) Directors shall be addressed in accordance with this Section 3.9unable to achieve a quorum for the conduct of business at two successive meetings. (ib) A If a Deadlock exists, the Stockholders or Board of Directors, as appropriate, shall negotiate in good faith and use their respective best efforts to resolve such Deadlock. If, however, after 20 Business Days such Deadlock remains, Charter or any Minority Stockholder, by giving notice to the other Stockholders, may request that such Deadlock be referred by either Member for resolution to the chief executive officer of each Member Charter and the chief executive officers of two of the Minority Stockholders (each designated by the consent of a majority of the aggregate shares of Voting Securities held by the Minority Stockholders at the time such officeraction is to be taken, a “Designated Executive”assuming, for purposes of this Section 2.10, that the Minority Stockholders hold all shares of Common Stock previously exchanged for Charter Common Stock that is, as of any date of determination, Exchange Common Stock) (the "Chief Executive Officers"). The Designated Executives Chief Executive Officers shall meet within 10 days after such referral to discuss the Deadlock 20 Business Days thereafter and shall attempt in good faith to resolve such Deadlock. Any resolution agreed to in writing by the disputeChief Executive Officers shall be final and binding on the Corporation and the Stockholders, so long as the resolution is not inconsistent with any provision of this Agreement. If the Designated Executives reach agreement with respect Notwithstanding anything herein to the contrary, at any time during the pendency of a Deadlock, they shall jointly so notify the Board and the Members, and such agreement Charter shall be implemented entitled to make an offer to purchase all of the Equity Securities held by the Board. Stockholders (iiother than Charter) If the Designated Executives are unable to resolve such Deadlock within 60 days of the last date on which their meeting should have occurred, either Member may submit such Deadlock pursuant to the Independent Directors for non-binding mediation. (iii) If the Members fail to resolve such Deadlock within 20 days of the date on which such Deadlock was submitted to non-binding mediation with the Independent Directors, then the Deadlock may be referred by either Member for resolution to the board of directors of each Member (each such board, a “Member Board”). The Member Boards shall meet first separately and then together as soon as practicable, but in any event, within 90 days after such referral to discuss the Deadlock and shall attempt in good faith to resolve the dispute. If the Member Boards reach agreement with respect to the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the Board. If the Member Boards fail to meet within the time period specified above or are unable to reach agreement within 60 days of the last date on which such initial meeting should have occurred, then the Deadlock shall be resubmitted to the Board for reconsideration. (b) Without prejudice to either Member’s remedies under applicable Law, until agreement with respect to a Deadlock is reached (or such Deadlock is otherwise resolved in accordance with this Agreement), the Company shall not implement the actions giving rise to such Deadlock and shall maintain the status quo, in accordance, to the extent commercially practicable, with the Business Plan then in effect (except that a 5% across-the-board increase shall be applied to the then-current operating budget), subject to and as modified by any duly approved Board actionsCharter Option. (c) For During the avoidance pendency of doubt, and notwithstanding anything any Deadlock relating to the contrary set forth herein, no action or failure to act approval of any kind by any Designated Executive Annual Operating Plan or any member Annual Capital Plan for an ensuing Fiscal Year, the Board of any Member Board Directors and the President shall conduct the Business of the Corporation in connection accordance with this Section 3.9 shall result in any liability on the part of any such Person, or any of their respective Affiliates, heirs, successors, assigns, agents Annual Operating Plan and representatives, to Annual Capital Plan for the Company or its Membersimmediately preceding Fiscal Year.

Deadlock. (a) So long as there are only two Unless otherwise expressly set forth herein, in the event the Members and each Member holds, of record or beneficially through one or more controlled Affiliates, 50% of the aggregate Percentage Interests, if any action requiring a determination by the Board is proposed in good faith, and the Directors are unable within 15 days to reach agreement on such proposed action or make a decision with respect to any matter on which the Members are entitled to vote or on which attendance or participation (e.g., at two successive meetings of the Board a meeting) is required (including as a result of the failure by any Director to attend any meeting of the Board), in the case of any action to be taken by the Directors, then such matter (a “Deadlock”) shall ), such Deadlock will be addressed subject to the dispute resolution procedures set forth in accordance with this Section 3.92.2 (and in the meantime, the Company will continue to operate in the ordinary course of business); and such procedures will constitute the exclusive remedy to resolve a Deadlock. For clarity, a Deadlock will not include any dispute regarding an interpretation of any terms or conditions of this Agreement (any such dispute will be resolved pursuant to Section 11.9). (ii. If a Deadlock arises, a Member will be entitled to provide the other Member(s) A Deadlock may be referred by either Member for resolution with written notice of the Deadlock, including sufficient details with respect to the chief executive officer nature of each Member the Deadlock and remedies being sought (each such officer, a “Designated ExecutiveDeadlock Notice”). The Designated Executives shall Members, recognizing their mutual interests, agree in good faith to informally resolve the Deadlock through consultation and negotiation. All negotiations pursuant to this Section 2.2(b) will be confidential and will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. ii. If the Deadlock has not been resolved by negotiation within 20 days after delivery of the Deadlock Notice, or if the Members have failed to meet within 10 20 days after such referral to discuss delivery, the Deadlock and shall Members will attempt in good faith to resolve the disputeDeadlock by mediation, administered by a single mediator mutually agreeable to the parties, and which may be administered remotely via electronic means. Notwithstanding any of the foregoing, if a Member refuses to participate in negotiations as provided in Section 2.2(b)(i), the other Member(s) may thereupon initiate mediation before expiration of such 20-day period. The Members will equally share the fees and expenses of the mediation. iii. If the Designated Executives reach Deadlock has not been resolved within 30 days after appointment of a mediator pursuant to Section 2.2(b)(ii), a Member may commence an arbitration (“Deadlock Arbitration”) by delivering written notice to the other Member(s) stating its intent to commence such Deadlock Arbitration (“Arbitration Initiation Notice”). The arbitration will be conducted by a arbitrator mutually agreed upon by the parties, and if no agreement can be reached within 30 days after names of potential arbitrators have been proposed by JAMS (“JAMS”), then by one arbitrator having reasonable experience in transactions of the type provided for in this Agreement and who is chosen by JAMS. The arbitration will take place in or around Los Angeles, California, in accordance with the JAMS rules then in effect. No later than 14 days after issuance of an Arbitration Initiation Notice, each Member will prepare and deliver to the other Member(s) a written statement (an “Issues Statement”) of each issue that such Member believes constitutes a Deadlock. Within 21 days after the deadline for delivery of Issue Statements, each Member will deliver to the Arbitrator and the other Member(s) a written statement (a “Settlement Proposal”) of such Member’s proposed resolution of the Deadlock, which will be limited to the issues set forth in the Issues Statements. A Settlement Proposal need not address every issue described in every Issues Statement, but if it does not, any issue described in the Issues Statement of a Member and not addressed in the Settlement Proposal of such Member will be deemed waived by such ember. If a Member fails to deliver a Settlement Proposal within such period, such Member will be deemed to have waived its rights to submit a Settlement Proposal. The Arbitrator will review the Settlement Proposals and, after due consideration thereof, the Arbitrator will select the one Settlement Proposal that, in the Arbitrator’s reasoned judgment, best resolves the Deadlock on a basis that is consistent with the terms of this Agreement; provided, however, that the Arbitrator may not alter or add to the terms of any Settlement Proposal in reaching its determination. An Arbitrator’s decision pursuant to this Section 2.2(b)(iii) will be final and binding on the Company and the Members with respect to the Deadlock, they shall jointly so notify . The Members will equally share the Board fees and the Members, and such agreement shall be implemented by the Board. (ii) If the Designated Executives are unable to resolve such Deadlock within 60 days expenses of the last date on which their meeting should have occurred, either Member may submit such Deadlock to the Independent Directors for non-binding mediationArbitrator. (iii) If the Members fail to resolve such Deadlock within 20 days of the date on which such Deadlock was submitted to non-binding mediation with the Independent Directors, then the Deadlock may be referred by either Member for resolution to the board of directors of each Member (each such board, a “Member Board”). The Member Boards shall meet first separately and then together as soon as practicable, but in any event, within 90 days after such referral to discuss the Deadlock and shall attempt in good faith to resolve the dispute. If the Member Boards reach agreement with respect to the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the Board. If the Member Boards fail to meet within the time period specified above or are unable to reach agreement within 60 days of the last date on which such initial meeting should have occurred, then the Deadlock shall be resubmitted to the Board for reconsideration. (b) Without prejudice to either Member’s remedies under applicable Law, until agreement with respect to a Deadlock is reached (or such Deadlock is otherwise resolved in accordance with this Agreement), the Company shall not implement the actions giving rise to such Deadlock and shall maintain the status quo, in accordance, to the extent commercially practicable, with the Business Plan then in effect (except that a 5% across-the-board increase shall be applied to the then-current operating budget), subject to and as modified by any duly approved Board actions. (c) For the avoidance of doubt, and notwithstanding anything to the contrary set forth herein, no action or failure to act of any kind by any Designated Executive or any member of any Member Board in connection with this Section 3.9 shall result in any liability on the part of any such Person, or any of their respective Affiliates, heirs, successors, assigns, agents and representatives, to the Company or its Members.

Deadlock. (a) So long as there are only two Members and each Member holds, of record If the Managers entitled to vote or beneficially through one or more controlled Affiliates, 50% of the aggregate Percentage Interests, if consent with respect to any action requiring a determination by matter before the Board is proposed in good faithfail to agree on the outcome of such matter with sufficient voting power as required by this Agreement, and the Directors are unable after consideration (or failure to reach agreement on such proposed action establish a quorum) at two successive any three (3) consecutive meetings of the Board (including as occurring within a result period of the failure by any Director not fewer than ninety (90) days) called to attend any meeting of the Board), in the case of any action to be taken by the Directors, then consider such matter (a “DeadlockDeadlock Event”), any 0135789-0000013 NYO1: 2007119703.11 Capital Member may submit a written notice of such Deadlock Event (a “Deadlock Notice”) to the other Members within five (5) Business Days of the occurrence of such Deadlock Event requiring that the Deadlock Event be referred to mediation, and the Members shall be addressed in accordance with this Section 3.9.use their commercially reasonable efforts to resolve the Deadlock Event as follows: (i) A Deadlock may be referred by either Member for resolution to the chief executive officer Capital Members shall agree on a mediator within fifteen (15) Business Days after the date of each Member (each such officer, a “Designated Executive”). The Designated Executives shall meet within 10 days after such referral to discuss the Deadlock and shall attempt in good faith Notice or, failing agreement, any Capital Member may unilaterally apply for a mediator to resolve the dispute. If the Designated Executives reach agreement with respect to the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented promptly appointed by the Board.American Arbitration Association to conduct the mediation of the Deadlock Event; (ii) If the Designated Executives are unable to resolve such Deadlock within 60 days of mediation shall be conducted in the last date on which their meeting should have occurred, either Member may submit such Deadlock to U.S. and in the Independent Directors for non-binding mediation.English language under the American Arbitration Association Mediation Rules; (iii) If each Capital Member shall be represented at the mediation by an individual with authority to settle the Deadlock Event; (iv) the costs of the mediation, including the fees and expenses of the mediator (but excluding each Member’s own costs, which shall be borne by the Member incurring such costs) shall be borne equally by the Capital Members, unless otherwise agreed to in writing; and (v) the Capital Members fail shall use commercially reasonable efforts to resolve such the Deadlock within 20 Event, in consultation with the mediator and with reference to the mediator’s recommendations, by no later than forty-five (45) days of after the date on which such Deadlock was submitted to non-binding mediation with the Independent Directors, then the Deadlock may be referred by either Member for resolution to the board of directors of each Member (each such board, a “Member Board”). The Member Boards shall meet first separately and then together as soon as practicable, but in any event, within 90 days after such referral to discuss the Deadlock and shall attempt in good faith to resolve the dispute. If the Member Boards reach agreement with respect to the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the Board. If the Member Boards fail to meet within the time period specified above or are unable to reach agreement within 60 days of the last date on which such initial meeting should have occurred, then the Deadlock shall be resubmitted to the Board for reconsiderationNotice is given. (b) Without prejudice If the Capital Members are unsuccessful at resolving the Deadlock Event through mediation then, within 30 days following the conclusion of the mediation procedure, any member of the Board may give written notice to either Member’s remedies under applicable Law, until agreement with respect the other Members requesting that the Deadlock Event be referred to a Deadlock is reached (or such Deadlock is otherwise resolved arbitration in accordance with this Agreementthe procedure set forth in Section 20(b), the Company shall not implement the actions giving rise to such Deadlock and shall maintain the status quo, in accordance, to the extent commercially practicable, with the Business Plan then in effect (except that a 5% across-the-board increase . Any resulting arbitral award shall be applied to the then-current operating budget), subject to binding and as modified by any duly approved Board actions. (c) For the avoidance of doubt, and notwithstanding anything to the contrary set forth herein, no action or failure to act of any kind by any Designated Executive or any member of any Member Board in connection with this Section 3.9 shall result in any liability final on the part of any such Person, or any of their respective Affiliates, heirs, successors, assigns, agents and representatives, to the Company or its Members.

Deadlock. 11.1 There is a deadlock if a resolution in respect of any Reserved Matters or Board Reserved Matters Is proposed and one of the following applies: (a) So long as there are only two Members and each Member holds, of record or beneficially through one or more controlled Affiliates, 50% of the aggregate Percentage Interests, if any action requiring a determination by the Board is proposed in good faith, and the Directors are unable has not passed a resolution or approved a written resolution relating to reach agreement on such proposed action at two successive meetings of the a Board (including as a result of the failure by any Director Reserved Matter which has been put to attend any meeting of the Board), in the case of any action to be taken by the Directors, then such matter (a “Deadlock”) shall be addressed it in accordance with this Section 3.9Agreement 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; or (b) the Shareholders has not passed a resolution or approved a written resolution relating to a Reserved Matter which has been put to it in accordance with this Agreement or the Articles, either 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 (i5) A Business Days of the meeting at which the deadlock arises serve notice on the other Shareholder (Deadlock may be referred by either Member for resolution Notice) stating that in its opinion a deadlock has occurred and identifying the matter giving rise to the chief executive officer deadlock. 11.3 On the date of service of the Deadlock Notice, Gunvor and Top Ships shall each Member (each such officer, a “Designated Executive”)refer the Reserved Matter or Board Reserved Matter giving rise to the deadlock to their respective Chief Executive Officers of Top Ships Inc. and Gunvor Group Ltd for resolution. The Designated Executives Parties shall meet within 10 days after such referral to discuss the Deadlock and shall attempt use all reasonable endeavours in good faith to resolve the dispute. If dispute within fourteen (14) days in a way that is in the Designated Executives reach agreement with respect to best interests of the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the BoardJVCo. (ii) If the Designated Executives are unable to resolve such Deadlock within 60 days of the last date on which their meeting should have occurred, either Member may submit such Deadlock to the Independent Directors for non-binding mediation. (iii) If the Members fail to resolve such Deadlock within 20 days of the date on which such Deadlock was submitted to non-binding mediation with the Independent Directors, then the Deadlock may be referred by either Member for resolution to the board of directors of each Member (each such board, a “Member Board”). The Member Boards shall meet first separately and then together as soon as practicable, but in any event, within 90 days after such referral to discuss the Deadlock and shall attempt in good faith to resolve the dispute. If the Member Boards reach agreement with respect to the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the Board. If the Member Boards fail to meet within the time period specified above or are unable to reach agreement within 60 days of the last date on which such initial meeting should have occurred, then the Deadlock shall be resubmitted to the Board for reconsideration. (b) Without prejudice to either Member’s remedies under applicable Law, until agreement with respect to a Deadlock is reached (or such Deadlock is otherwise resolved in accordance with this Agreement), the Company shall not implement the actions giving rise to such Deadlock and shall maintain the status quo, in accordance, to the extent commercially practicable, with the Business Plan then in effect (except that a 5% across-the-board increase shall be applied to the then-current operating budget), subject to and as modified by any duly approved Board actions. (c) 11.4 For the avoidance of doubt, and notwithstanding anything doubt neither Party shall be entitled to serve a Deadlock Notice if a resolution is proposed during a meeting of the contrary set forth herein, no action Board or failure to act the Shareholders in respect of any kind by any Designated Executive matter that is not a Reserved Matter or any member of any Member Board in connection with this Section 3.9 shall result in any liability on the part of any such Person, or any of their respective Affiliates, heirs, successors, assigns, agents and representatives, to the Company or its MembersReserved Matter.

Deadlock. (a) So long as there are only two Members and each Member holds, of record or beneficially through one or more controlled Affiliates, 50% of the aggregate Percentage Interests, if any action requiring a determination by If the Board is proposed in good faith, and the Directors are unable to reach an agreement on such proposed action at any matter requiring Board approval set forth in clauses (m) through (v) of Section 8.9 in any two successive meetings of the Board (including as or within 30 days after such matter is first raised at a result of the failure by any Director to attend any meeting of the Board, whichever is less (or if Section 8.13(b) is applicable with respect to such matter and the requisite Shareholder approval is not obtained within 30 days after the matter giving rise to the disagreement has been raised) (the “Deadlock Date”), except as otherwise provided in Section 12.3(b), the case of any action disagreement with respect to be taken by the Directors, then such matter (a the “DeadlockDeadlocked Matter”) shall be addressed resolved pursuant to the procedures set forth in accordance with this Section 3.9. (i) A Deadlock may be referred by either Member for resolution to the chief executive officer of each Member (each such officer, a “Designated Executive”). The Designated Executives shall meet within 10 days after such referral to discuss the Deadlock and shall attempt in good faith to resolve the dispute. If the Designated Executives reach agreement with respect to the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the Board. (ii) If the Designated Executives are unable to resolve such Deadlock within 60 days of the last date on which their meeting should have occurred, either Member may submit such Deadlock to the Independent Directors for non-binding mediation. (iii) If the Members fail to resolve such Deadlock within 20 days of the date on which such Deadlock was submitted to non-binding mediation with the Independent Directors, then the Deadlock may be referred by either Member for resolution to the board of directors of each Member (each such board, a “Member Board”). The Member Boards shall meet first separately and then together as soon as practicable, but in any event, within 90 days after such referral to discuss the Deadlock and shall attempt in good faith to resolve the dispute. If the Member Boards reach agreement with respect to the Deadlock, they shall jointly so notify the Board and the Members, and such agreement shall be implemented by the Board. If the Member Boards fail to meet within the time period specified above or are unable to reach agreement within 60 days of the last date on which such initial meeting should have occurred, then the Deadlock shall be resubmitted to the Board for reconsideration8.10. (b) Without prejudice Within 14 days after the Deadlock Date, either Party may deliver a deadlock notice (the “Deadlock Notice”) to either Member’s remedies under applicable Law, until agreement the other Party stating that it has elected to invoke the escalation procedures with respect to a Deadlock is reached (or such Deadlock is otherwise resolved in accordance with this Agreement), the Company shall not implement the actions giving rise to such Deadlock and shall maintain the status quo, in accordance, to the extent commercially practicable, with the Business Plan then in effect (except that a 5% across-the-board increase shall be applied to the then-current operating budget), subject to and as modified by any duly approved Board actionsrelevant Deadlocked Matter. (c) The chief executive officer (or the Person holding the most senior management position) of each Party’s ultimate parent company, which in the case of DAP is GD and WTW is WWI, shall meet with each other, either in person or by telephone, and attempt to resolve the relevant Deadlocked Matter within 30 days after the date of delivery of a Deadlock Notice. (d) If, after negotiation in good faith, the chief executive officers are unable to reach an agreement on the relevant Deadlocked Matter within a period of 30 days after the date on which the Deadlock Notice is delivered, either Party (the “Invoking Party”) may elect to invoke the Deadlock Option within 14 days thereafter in accordance with the procedures set forth in Section 8.10(e). (e) The “Deadlock Option” shall consist of the following: By written notice to the other Party (the “Non-Invoking Party”), the Invoking Party shall give notice that it is invoking the Deadlock Option. Within 30 days of WTW sending such notice (if WTW is the Invoking Party) or within 30 days of WTW receiving such notice (if DAP is the Invoking Party), WTW shall deliver to DAP a notice (the “Deadlock WTW Notice”) setting forth its determination of the value of its interest in the Company (the “Deadlock WTW Interest Value”). Upon receipt thereof, DAP must, by written notice (the “Deadlock Exercise Notice”) to WTW delivered within 30 days following receipt of the Deadlock WTW Notice, either purchase the entire interest of WTW at a price equal to the Deadlock WTW Interest Value or sell its entire interest in the Company to WTW at a price equal to the product of (i) the Deadlock WTW Interest Value, and (ii) a fraction, the numerator of which shall be the number of Shares held by DAP and the denominator of which shall be the number of Shares held by WTW. The Exercise Notice shall be irrevocable and, together with the Deadlock WTW Notice, shall constitute a binding agreement by the Parties to purchase and sell the applicable interest of the selling Party in the Company. The closing of the sale of the interest in the Company of DAP or WTW, as applicable, shall occur on a date to be determined by DAP, but in any event not later than 90 days following delivery to WTW of the Deadlock Exercise Notice. At such closing, the selling Party shall deliver such duly executed instruments of transfer and other documents required in connection with such transfer and the purchasing Party shall deliver payment in full by wire transfer of immediately available funds. The interests being transferred shall be free and clear of any Encumbrance (other than Encumbrances arising under this Agreement) and the selling Party shall so represent and warrant, and shall further represent and warrant that it is the beneficial and record owner of such interest being transferred. (f) For the avoidance of doubt, and notwithstanding anything to WTW confirms that if following the contrary set forth herein, no action or failure to act exercise of any kind by any Designated Executive or any member of any Member Board the Deadlock Option in connection accordance with this Section 3.9 8.10, WTW transfers its entire interest in the Company to DAP, the License Agreement shall result not be deemed to be terminated and shall continue to be in effect in accordance with its terms and conditions. (g) For avoidance of doubt, if neither Party delivers a Deadlock Notice within 14 days after the Deadlock Date in accordance with Section 8.10(a) above with respect to any liability on Deadlocked Matter or the part of Deadlock Option is not exercised by any Party pursuant to Section 8.10(d) within the 14-day period specified therein, then such Person, Deadlocked Matter shall be deemed disapproved by the Board and no further action shall be taken by the Board or any of their respective Affiliates, heirs, successors, assigns, agents and representatives, to the Company or its MembersParty hereunder.