Common use of Deadlock Clause in Contracts

Deadlock. In case of a tie of votes in the Board, the chairman of the Board shall not have a casting vote. In case of such a tie of votes or if no decision can be taken because of the absence of a quorum or if no decision can be taken because no A Director or no B Director approves the decision or action concerned (all, a “Tie”), a second meeting of the Board shall be called within 15 calendar days from the date of the first meeting. The Directors shall in good faith try to find a solution for the issue during the intervening 15 calendar days period. In case no solution is found or no decision can be taken at the second meeting of the Board, each Director will be entitled to give written notice to the Shareholders that mediators should be appointed in connection with the tie. Each Shareholder shall thereafter designate a mediator (the “Mediator”), being the CEO at that time of the group of companies of each Shareholder, within 5 calendar days of the date of the notice of the Director(s). Thereupon, the Mediators are required to undertake best efforts to find a solution for the Tie and to reach a common decision on the Tie within 20 calendar days from the date of the notice of the Director(s). The Shareholders and the Company shall accept and implement the common decision of the Mediators. In case the Mediators do not find a solution within the above stated period they will immediately inform the Shareholders thereof in writing (the “Buy/Sell Notice”) and the following procedure shall be applicable. In case the Shareholders do not (timely) designate two Mediators, the following procedure shall equally be applicable and the Buy/Sell Notice shall be deemed to have been given 5 calendar days from the date of the notice of the Director(s).

Deadlock. In case of a tie of votes in the Board, the chairman General Meeting of the Board shall not have a casting vote. In Shareholders or in case of such a tie of votes or if no decision can be taken because of the absence of a quorum or if no decision can be taken because no A Director or no B Director approves the decision or action concerned (all, a “Tie”)Shareholder abstains from voting, a second meeting General Meeting of the Board Shareholders shall be called within 15 calendar days from the date of the first meeting. The Directors Shareholders shall in good faith try to find a solution for the issue during the intervening 15 calendar days period. In case no solution is found at the second General Meeting of Shareholders or no decision can be taken at the second meeting because of the Boardabsence of a quorum or because a Shareholder abstains from voting, each Director Shareholder will be entitled to give written notice to the Shareholders other Shareholder that mediators should be appointed in connection with the tie. Each Shareholder shall thereafter designate a mediator (the “Mediator”), being which shall be the CEO at that time of the group of companies of each Shareholder, within 5 calendar days of the date of the notice of the Director(sShareholder(s). Thereupon, the Mediators are required to undertake best efforts to find a solution for the Tie issue and to reach a common decision on the Tie issue within 20 calendar days from the date of the notice of the Director(sShareholder(s). The Shareholders and the Company shall accept and implement the common decision of the Mediators. In case the Mediators do not find a solution within the above stated period they will immediately inform the Shareholders thereof in writing (the “Buy/Sell Notice”) and the following procedure shall be applicable. In case the Shareholders do not (timely) designate two Mediators, the following procedure shall equally be applicable and the Buy/Sell Notice shall be deemed to have been given 5 calendar days from the date of the notice of the Director(sShareholder(s). Each Shareholder shall, within 15 calendar days from the date of the Buy/Sell Notice, deliver a sealed tender (the “Sealed Tender”) addressed to the other Shareholder for all the Shares owned by the other Shareholder and shall deposit such tender with the auditors for the time being of the Company. Upon the expiration of the said 15 days the auditors shall in the presence of representatives of each of the Shareholders open such tenders. The auditors shall forthwith declare the highest tender. Thereupon, the Shareholder (the “Highest Price Shareholder”) who offered the highest price for the Shares of the other Shareholder (the “Other Shareholder”) shall have the option to either (i) purchase the Shares of the Other Shareholder at the price stated in the Sealed Tender of the Highest Price Shareholder or, (ii) sell its Shares to the Other Shareholder at the price stated in the Sealed Tender of the Other Shareholder. The Other Shareholder shall be required to either (i) sell its Shares to the Highest Price Shareholder at the price stated in the Sealed Tender of the Highest Price Shareholder or (ii) purchase the Shares of the Highest Price Shareholder at the price stated in the Sealed Tender of the Other Shareholder, at the election of the Highest Price Shareholder. The purchase or sale must relate to all of the Shares of the Other Shareholder and cannot relate to only a portion of the Shares of the Other Shareholder. In case a Shareholder does not timely send a Sealed Tender (the “Defaulting Shareholder”), the other Shareholder (the “Non-Defaulting Shareholder”) shall have the option, at its sole discretion, to (i) purchase all of the Shares of the Defaulting Shareholder at the price stated in the Sealed Tender of the Non-Defaulting Shareholder, or (ii) to sell all of its Shares to the Defaulting Shareholder at the price stated in the Sealed Tender of the Non-Defaulting Shareholder. The Defaulting Shareholder shall be required to either sell its Shares to the Non-Defaulting Shareholder or purchase the Shares of the Non-Defaulting Shareholder at the price stated in the Sealed Tender of the Non-Defaulting Shareholder, in accordance with the election made by the Non-Defaulting Shareholder. In case none of the Shareholders sends a Sealed Tender, the Company will be liquidated. Contrary to Article 1583 of the Belgian Civil Code, legal title to the Shares shall only be transferred upon payment of the purchase price. The purchase price shall be paid and legal title to the Shares shall be transferred within 30 calendar days of the Sealed Tender. Any transfer of Shares in violation of the provisions of this Article 9.2. shall be null and void and shall be without any effect vis-à-vis the Company. In any instance whereby, under the provisions of this Section, one Shareholder purchases the Shares of the other Shareholder, the purchasing Shareholder shall have the right, but not the obligation, to purchase the other Shareholder’s Shareholders Loans for the Shareholders Loans Transfer Price (as defined in Article 14.3 hereof but so that the other Shareholder referred to above shall for the purpose of the definition be deemed to be the “Defaulting Shareholder”). In the event that a Shareholder shall be deemed to have given an Offer Notice pursuant to the provisions of Article 14 hereof then Article 14 shall override the provisions of this Article 9 and the latter provisions and any action that may have been taken pursuant to the latter provisions shall be deemed to be null and void.

Deadlock. In case of (a) If a tie of votes in the Board, the chairman of the Board shall not have a casting vote. In case of such a tie of votes or if no decision can be taken because of the absence of a quorum or if no decision can be taken because no A Director or no B Director approves the decision or action concerned (all, a “Tie”), a second meeting of the Board shall be called within 15 calendar days from Shareholders or the date Directors is convened properly by notice and either a Shareholder frustrates the holding of the first meeting. The Directors shall in good faith try Shareholders’ meeting by its failure to find a solution for the issue during the intervening 15 calendar days period. In case no solution is found be present or no decision can be taken at Director of the second relevant class of Directors attends a meeting of the Board, each Director will be entitled to then those present at such meeting shall fix another date for the meeting in question and shall give written at least 14 days notice of such reconvened meeting to the Shareholders that mediators should be appointed in connection with as well as to the tie. Each Directors and of all matters for consideration at such meeting. (b) Subject to clause 17, the failure by the person or persons who failed to attend the original meeting to attend the re-convened meeting without reasonable cause shall entitle the Shareholder shall thereafter designate a mediator (or the “Mediator”), being Directors present at the CEO reconvened meeting to pass such resolutions regarding the matters for consideration at that time such meeting and to commit the Company accordingly. 14.2 If the Shareholders are unable to resolve any deadlock as to the operation of the group of companies of each ShareholderCompany such that either Shareholder elects by notice in writing given to the other Shareholder to invoke the procedure set out in this Clause 14.2, within 5 calendar 30 days of the date receipt by the other Shareholder of such notice, each Shareholder shall deliver a sealed tender addressed to the other Shareholder for all the Shares in the Company owned by the other Shareholder and shall deposit such tender with the auditors for the time being of the notice Company. Upon the expiration of the Director(s). Thereuponsaid 30 days, the Mediators are required to undertake best efforts to find a solution auditors shall in the presence of representatives of each of the Shareholders open such tenders. The auditors shall forthwith declare the highest tender and the successful tenderer shall within 14 days of the auditors’ said declaration pay the other Shareholder the amount tendered for the Tie other Shareholder’s shares together with any other amounts due as hereinafter provided and the other Shareholder shall forthwith upon receipt of such moneys transfer to reach a common decision the successful tenderer all the Shares in the Company and Shareholder Loans belonging to the other Shareholder. All such tenders shall be based on the Tie within 20 calendar days from the date net asset value of the notice Company and shall take into account of the Director(s)Loan, the Shareholder Loans and the value of the Vessel. Such tender shall include particulars of the basis upon which such tender has been made so as to enable the auditors to determine which is the higher of the tenders. The Shareholders and the Company shall accept and implement the common decision failure of the Mediators. In case the Mediators do not find a solution within the above stated period they will immediately inform the Shareholders thereof in writing (the “Buy/Sell Notice”) and the following procedure shall be applicable. In case the Shareholders do not (timely) designate two Mediators, the following procedure shall equally be applicable and the Buy/Sell Notice Shareholder to make a tender shall be deemed to have been given 5 calendar days from be a material breach of this Agreement to which Clause 15 shall apply. 14.3 In the date event that procedures referred to in this clause are invoked, the Shareholders shall cooperate to ensure that all obligations of the notice unsuccessful Shareholder are discharged in respect of the Director(s)Company and the Vessel.

Deadlock. In case of a tie of votes in the Board, the chairman of the Board shall not have a casting vote. In case of such a tie of votes or if no decision can be taken because of the absence of a quorum or if no decision can be taken because no A a Director or no B Director approves the decision or action concerned (all, a “Tie”)abstains from voting, a second meeting of the Board shall be called within 15 calendar days from the date of the first meeting. The Directors shall in good faith try to find a solution for the issue during the intervening 15 calendar days period. In case no solution is found or no decision can be taken because of the absence of a quorum or because a Director abstains from voting at the second meeting of the Board, each Director will be entitled to give written notice to the Shareholders that mediators should be appointed in connection with the tie. Each Shareholder shall thereafter designate a mediator (the “Mediator”), being the CEO at that time of the group of companies of each Shareholder, within 5 calendar days of the date of the notice of the Director(s). Thereupon, the Mediators are required to undertake best efforts to find a solution for the Tie issue and to reach a common decision on the Tie issue within 20 calendar days from the date of the notice of the Director(s). The Shareholders and the Company shall accept and implement the common decision of the Mediators. In case the Mediators do not find a solution within the above stated period they will immediately inform the Shareholders thereof in writing (the “Buy/Sell Notice”) and the following procedure shall be applicable. In case the Shareholders do not (timely) designate two Mediators, the following procedure shall equally be applicable and the Buy/Sell Notice shall be deemed to have been given 5 calendar days from the date of the notice of the Director(s).

Deadlock. In case of 15.1 If at a tie of votes in the Board, the chairman of the Board shall not have a casting vote. In case of such a tie of votes or if no decision can be taken because of the absence of a quorum or if no decision can be taken because no A Director or no B Director approves the decision or action concerned (all, a “Tie”), a second meeting of the Board shall a deadlock situation (an equality of votes, or a lack of majority required for a decision on an issue of major importance) has come to exist, and despite any amicable efforts of the Shareholders, such situation remains unresolved during a period of one (1) month as from the date of the relevant meeting, either Shareholder may give notice in writing to the other Shareholder requesting the appointment of experts for the purpose of this Clause. For the purposes of this Clause, neither Party is permitted to cause a deadlock by adopting a position that would cause NEWCO to be called in default under the Midas Agreement. 15.2 In the event of deadlock, the Shareholders will appoint one expert each within 15 calendar ten (10) days following the notice for the appointment of experts under the preceding Clause. No later than ten (10) days from the date of the first meetingappointment of the last expert, both experts will meet to identify the issues and appoint a third expert, who shall preside over the panel of experts (the "Panel"). The Directors Such appointment shall in good faith try to find a solution for be concluded no later than fifteen (15) days following the issue during the intervening 15 calendar days period. In case no solution is found or no decision can be taken at the second initial meeting of the Board, each Director two experts. 15.3 The Shareholders will be entitled to give written notice prepare and submit to the Panel all necessary documents providing the information and the arguments/positions of the Shareholders that mediators should be appointed in connection with order for the tiePanel to reach a decision. The Panel will also examine the witnesses of the Shareholders. Each Shareholder is entitled to propose two (2) witnesses to be examined by the Panel. 15.4 The documents will be submitted in their original language, and translation will be required, if such original language is other than English. The language of the procedure will be English and the place will be Athens, Greece. 15.5 The Panel must reach a recommendation within three (3) months following the appointment of the third expert as to how the deadlock ought to be resolved, and the recommendation of the Panel will also be taken by majority vote. The Panel will determine by majority vote all necessary details pertaining to the procedure established by this Clause. However, any extension of the deadlines established hereby will be effected only by unanimous decision of the Panel. 15.6 Each Shareholder will bear its own expense and the expenses of its expert in resolving any deadlock, but the expenses of the third expert and of the procedure will be split equally (50-50) between the Shareholders. 15.7 The decision of the Panel shall thereafter designate not be binding on the Shareholders. In the event the Shareholders have not reached an agreement to comply with the decision of the Panel, or have otherwise not reached a mediator settlement within fifteen (15) days following the decision of the Panel, the following shall occur : (a) Each Shareholder must offer to the other Shareholder a certain price per Share, in a meeting of all Shareholders to take place sixty (60) to ninety (90) days following expiration of the preceding fifteen (15) days time period. (b) The Shareholder to which the offer of the higher price is made may, within fifteen (15) days after service of such offer either accept that offer or serve a notice on the other Shareholder (the “Mediator”"First Bidder"), being the CEO at that time unconditionally offering to purchase all of the group of companies of each Participating Interest held by the First Bidder. The price per Share offered to be paid to the First Bidder by the other Shareholder must be at least 5% higher than the offer price per Share specified in the First Bidder's offer. (c) Further counter-offers may be made by either Shareholder, within subject to the same fifteen (15) days time-limits and with each new offer price per Share exceeding the previous offer price per Share by at least 5 calendar %. If a new offer price per Share in a counter-offer does not exceed the previous offer price per Share by at least 5%, that counter-offer shall be deemed not to have been made for the purposes of this Clause. (d) When fifteen (15) days of has elapsed without the date of the notice of the Director(s). Thereuponthen current bid being accepted or countered by a further bid there will, the Mediators subject to any Government or other consents and approvals which are required to undertake best efforts to find be obtained at that time, be a solution for binding contract between the Tie and to reach a common decision on the Tie within 20 calendar days from the date of the notice of the Director(s). The Shareholders and the Company shall accept and implement the common decision of the Mediators. In case the Mediators do not find a solution within the above stated period they will immediately inform the Shareholders thereof in writing then current highest bidder (the “Buy/Sell Notice”'Buyer') and the following procedure shall be applicable. In case the Shareholders do not other Shareholder (timely) designate two Mediators'Seller'), the following procedure shall equally be applicable and the Buy/Sell Notice Seller shall be deemed to have been given 5 calendar days from accepted the date offer to purchase its Participating Interest made by the Buyer. (e) The completion of the notice transfer of the Director(s)Seller's Shares or Participating Interest to the Buyer will take place on or before fifteen (15) days after the Seller has accepted or is deemed to have accepted the offer made by the Buyer, provided that all necessary consents and approvals have been obtained. At the time of completion of the transfer the Seller will hand to the Buyer the certificates for the Seller's Shares, along with an assignment of any Shareholders' loans included in its Participating Interest and the Buyer will simultaneously hand to the Seller a bank cheque for the total purchase price. (f) In the event a Shareholder has failed to present an offer at the specified time and place, the bid process will start at the price offered by the Shareholder which has presented an offer.