Common use of Unresolved Matters Clause in Contracts

Unresolved Matters. 5.8.1 If at a duly convened meeting of the Board or at a duly convened meeting of the ‘X’ Shareholders and ‘Y’ Shareholders, the Directors or the ‘X’ Shareholders and ‘Y’ Shareholders (as the case may be) are unable to pass a valid and binding resolution in respect of a matter relating to the business of the Company required to be resolved by the Board or the ‘X’ Shareholders and ‘Y’ Shareholders (as the case may be) (an “Unresolved Matter”), another meeting of the Board or the ‘X’ Shareholders and ‘Y’ Shareholders shall be convened within seven days from the first meeting to discuss the Unresolved Matter, at which meeting the Directors or the ‘X’ Shareholders and ‘Y’ Shareholders (as the case may be) shall respectively use all reasonable endeavours in good faith to agree on a resolution of such Unresolved Matter. 5.8.2 If a quorum is not achieved at the reconvened meeting or if the Directors or the ‘X’ Shareholders and ‘Y’ Shareholders (as the case may be) are still unable to pass a valid and binding resolution in respect of the Unresolved Matter at the reconvened meeting or if the Unresolved Matter is one which relates to a decision on how the Company’s AsiaSat Voting Rights are to be exercised (a “Voting Matter”), either the ‘X’ Shareholders or the ‘Y’ Shareholders shall refer the Unresolved Matter by written notice to each of the nominated representatives from time to time appointed by each of Able Star and GE Equity as initially appointed under Clause 5.8.5 and thereafter notified to the other party with specific reference to this Clause (“Nominated Representative”) (such notice shall be served at the same address as Able Star and GE Equity in accordance with Clause 25 (Notices)) with a view to arranging a meeting between the two Nominated Representatives as soon as practicable (and in respect of a Voting Matter within 5 business days of the Voting Matter being deemed an Unresolved Matter in accordance with Clause 7.3.2), who shall negotiate in good faith to agree on a resolution of the Unresolved Matter. 5.8.3 If the Board or ‘X’ Shareholders and ‘Y’ Shareholders remain unable to pass a valid and binding resolution on the Unresolved Matter for more than five (5) business days from the date on which the Unresolved Matter was first referred by notice to the Nominated Representatives referred to in Clause 5.8.2 or such other period as the Parties may agree in writing, then the provisions of Clause 19 shall be applicable. 5.8.4 The provisions of this Clause 5.8 shall not apply in respect of matters covered by Clause 14. 5.8.5 With effect from the Completion Date, the Nominated Representative of Able Star is Mr Mi ▇▇▇▇ ▇▇▇ and the Nominated Representative of GE Equity is ▇▇ ▇▇▇▇▇▇ ▇. Herman, Jr.

Unresolved Matters. 5.8.1 If at a duly convened meeting of the Board or at a duly convened meeting of the ‘X’ Shareholders and ‘Y’ Shareholders, the Directors or the ‘X’ Shareholders and ‘Y’ Shareholders (as the case may be) are unable to pass a valid and binding resolution in respect of a matter relating to the business of the Company required to be resolved by the Board or the ‘X’ Shareholders and ‘Y’ Shareholders (as the case may be) (an “Unresolved Matter”), another meeting of the Board or the ‘X’ Shareholders and ‘Y’ Shareholders shall be convened within seven days from the first meeting to discuss the Unresolved Matter, at which meeting the Directors or the ‘X’ Shareholders and ‘Y’ Shareholders (as the case may be) shall respectively use all reasonable endeavours in good faith to agree on a resolution of such Unresolved Matter. 5.8.2 If a quorum is not achieved at the reconvened meeting or if the Directors or the ‘X’ Shareholders and ‘Y’ Shareholders (as the case may be) are still unable to pass a valid and binding resolution in respect of the Unresolved Matter at the reconvened meeting or if the Unresolved Matter is one which relates to a decision on how the Company’s AsiaSat Voting Rights are to be exercised (a “Voting Matter”), either the ‘X’ Shareholders or the ‘Y’ Shareholders shall refer the Unresolved Matter by written notice to each of the nominated representatives from time to time appointed by each of Able Star CITIC and GE Equity GEC as initially appointed under Clause 5.8.5 and thereafter notified to the other party with specific reference to this Clause (“Nominated Representative”) (such notice shall be served at the same address as Able Star CITIC and GE Equity GEC in accordance with Clause 25 23 (Notices)) with a view to arranging a meeting between the two Nominated Representatives as soon as practicable (and in respect of a Voting Matter within 5 business days of the Voting Matter being deemed an Unresolved Matter in accordance with Clause 7.3.2), who shall negotiate in good faith to agree on a resolution of the Unresolved Matter. 5.8.3 If the Board or ‘X’ Shareholders and ‘Y’ Shareholders remain unable to pass a valid and binding resolution on the Unresolved Matter for more than five (5) business days from the date on which the Unresolved Matter was first referred by notice to the Nominated Representatives referred to in Clause 5.8.2 or such other period as the Parties may agree in writing, then the provisions of Clause 19 (Duration and Termination) shall be applicable. 5.8.4 The provisions of this Clause 5.8 shall not apply in respect of matters covered by Clause 1414 (Undertakings by GEC and CITIC). 5.8.5 With effect from the Completion Date, the Nominated Representative of Able Star CITIC is Mr Mr. Mi ▇▇▇▇ ▇▇▇ and the Nominated Representative of GE Equity GEC is ▇▇ ▇. ▇▇▇▇▇▇ ▇. Herman, Jr.

Unresolved Matters. 5.8.1 If a matter, other than those covered by Clause 15, is considered at a duly convened meeting of the Board Directors or at a duly convened meeting of the ‘X’ Shareholders and ‘Y’ Shareholders, Shareholders and the Directors or the ‘X’ Shareholders and ‘Y’ Shareholders (as the case may be) are unable to pass a valid and binding resolution in respect of a matter relating to the business agree on such matter, another meeting of the Company required to be resolved by the Board Directors or the ‘X’ Shareholders and ‘Y’ Shareholders (as the case may be) (an “Unresolved Matter”), another meeting of the Board or the ‘X’ Shareholders and ‘Y’ Shareholders shall be convened within seven days from the first meeting to discuss the Unresolved Matterunresolved matter, at which meeting the Directors or the ‘X’ Shareholders and ‘Y’ Shareholders (as the case may be) shall respectively use all reasonable endeavours in good faith to agree on a resolution of such Unresolved Matterunresolved matter. 5.8.2 If a quorum is not achieved at the reconvened meeting or if the unresolved matter cannot be resolved by further negotiations between the Directors or the ‘X’ Shareholders and ‘Y’ Shareholders (as the case may be) are still unable to pass a valid and binding resolution in respect of the Unresolved Matter at the reconvened meeting, the ‘X’ and ‘Y’ Shareholders shall refer the unresolved matter to the President of CITIC and the Director General of SES with a view to arranging a meeting or if between the Unresolved Matter two executives as soon as practicable, who shall negotiate in good faith to agree on a resolution of the unresolved matter. 5.8.3 If the unresolved matter is one which requires or relates to a decision on how the Company’s AsiaSat Voting Rights are to be, or may be, exercised and the matter remains unresolved after the meeting of the President and the Director General referred to in Clause 5.8.2, the provisions of Clause 7.3.2 shall apply. 5.8.4 If the unresolved matter is one which relates to a matter to be exercised (considered at a “Voting Matter”)meeting of the AsiaSat Board, either and the matter remains unresolved after the meeting of the President and the Director General referred in Clause 5.8.2, then, subject to Clause 15, the AsiaSat Directors appointed by each ‘X’ Shareholders or the ‘Y’ Shareholders shall refer the Unresolved Matter by written notice to each of the nominated representatives from time to time appointed by each of Able Star and GE Equity as initially appointed under Clause 5.8.5 and thereafter notified to the other party with specific reference to this Clause (“Nominated Representative”) (such notice shall be served at the same address as Able Star and GE Equity in accordance with Clause 25 (Notices)) with a view to arranging a meeting between the two Nominated Representatives as soon as practicable (and in respect of a Voting Matter within 5 business days of the Voting Matter being deemed an Unresolved Matter in accordance with Clause 7.3.2), who shall negotiate in good faith to agree on a resolution of the Unresolved Matter. 5.8.3 If the Board or ‘X’ Shareholders and ‘Y’ Shareholders remain unable to pass a valid and binding resolution on the Unresolved Matter for more than five (5) business days from the date on which the Unresolved Matter was first referred by notice to the Nominated Representatives referred to in Clause 5.8.2 or such other period as the Parties may agree in writing, then the provisions of Clause 19 Shareholder shall be applicableentitled to vote at the AsiaSat Board meeting in accordance with the wishes of the appointing Shareholder. 5.8.4 The provisions of this Clause 5.8 shall not apply in respect of matters covered by Clause 14. 5.8.5 With effect from the Completion Date, the Nominated Representative of Able Star is Mr Mi ▇▇▇▇ ▇▇▇ and the Nominated Representative of GE Equity is ▇▇ ▇▇▇▇▇▇ ▇. Herman, Jr.

Unresolved Matters. 5.8.1 4.8.1 If at a duly convened meeting of the Board or at a duly convened meeting of the ‘X’ Shareholders and ‘Y’ Shareholders, the Directors or the ‘X’ Shareholders and ‘Y’ Shareholders (as the case may be) are unable to pass a valid and binding resolution in respect of a matter relating to the business of the Company required to be resolved by the Board or the ‘X’ Shareholders and ‘Y’ Shareholders (as the case may be) (an “Unresolved Matter”), another meeting of the Board or the ‘X’ Shareholders and ‘Y’ Shareholders shall be convened within seven (7) days from the first meeting to discuss the Unresolved Matter, at which meeting the Directors or the ‘X’ Shareholders and ‘Y’ Shareholders (as the case may be) shall respectively use all reasonable endeavours in good faith to agree on a resolution of such Unresolved Matter.. A07327796 5.8.2 4.8.2 If a quorum is not achieved at the reconvened meeting or if the Directors or the ‘X’ Shareholders and ‘Y’ Shareholders (as the case may be) are still unable to pass a valid and binding resolution in respect of the Unresolved Matter at the reconvened meeting or if the Unresolved Matter is one which relates to a decision on how the Company’s AsiaSat Voting Rights are to be exercised (a “Voting Matter”), either the ‘X’ Shareholders or the ‘Y’ Shareholders shall refer the Unresolved Matter by written notice to each of the nominated representatives from time to time appointed by each of Able Star CITIC and GE Equity as initially appointed under Clause 5.8.5 GEC and thereafter notified to the other party with specific reference to this Clause 4.8.2 (“Nominated Representative”) (such notice shall be served at the same address as Able Star CITIC and GE Equity GEC in accordance with Clause 25 (Notices)22) with a view to arranging a meeting between the two (2) Nominated Representatives as soon as practicable (and in respect of a Voting Matter within 5 five (5) business days of the Voting Matter being deemed an Unresolved Matter in accordance with Clause 7.3.26.3.2), who shall negotiate in good faith to agree on a resolution of the Unresolved Matter. 5.8.3 4.8.3 If the Board or ‘X’ Shareholders and ‘Y’ Shareholders remain unable to pass a valid and binding resolution on the Unresolved Matter for more than five (5) business days from the date on which the Unresolved Matter was first referred by notice to the Nominated Representatives referred to in Clause 5.8.2 4.8.2 or such other period as the Parties may agree in writing, then the provisions of Clause 19 18 shall be applicable. 5.8.4 4.8.4 The provisions of this Clause 5.8 4.8 shall not apply in respect of matters covered by Clause 1413. 5.8.5 With effect from the Completion Date, the 4.8.5 The current Nominated Representative of Able Star CITIC is Mr Mr. Mi ▇▇▇▇ ▇▇▇ and the current Nominated Representative of GE Equity GEC is ▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇. Herman, Jr.Dodge.

Unresolved Matters. 5.8.1 4.8.1 If at a duly convened meeting of the Board or at a duly convened meeting of the ‘X’ Shareholders and ‘Y’ Shareholders, the Directors or the ‘X’ Shareholders and ‘Y’ Shareholders (as the case may be) are unable to pass a valid and binding resolution in respect of a matter relating to the business of the Company required to be resolved by the Board or the ‘X’ Shareholders and ‘Y’ Shareholders (as the case may be) (an “Unresolved Matter”), another meeting of the Board or the ‘X’ Shareholders and ‘Y’ Shareholders shall be convened within seven (7) days from the first meeting to discuss the Unresolved Matter, at which meeting the Directors or the ‘X’ Shareholders and ‘Y’ Shareholders (as the case may be) shall respectively use all reasonable endeavours in good faith to agree on a resolution of such Unresolved Matter. 5.8.2 4.8.2 If a quorum is not achieved at the reconvened meeting or if the Directors or the ‘X’ Shareholders and ‘Y’ Shareholders (as the case may be) are still unable to pass a valid and binding resolution in respect of the Unresolved Matter at the reconvened meeting or if the Unresolved Matter is one which relates to a decision on how the Company’s AsiaSat Voting Rights are to be exercised (a “Voting Matter”), either the ‘X’ Shareholders or the ‘Y’ Shareholders shall refer the Unresolved Matter by written notice to each of the nominated representatives from time to time appointed by each of Able Star CITIC and GE Equity as initially appointed under Clause 5.8.5 GEC and thereafter notified to the other party with specific reference to this Clause 4.8.2 (“Nominated Representative”) (such notice shall be served at the same address as Able Star CITIC and GE Equity GEC in accordance with Clause 25 (Notices)22) with a view to arranging a meeting between the two (2) Nominated Representatives as soon as practicable (and in respect of a Voting Matter within 5 five (5) business days of the Voting Matter being deemed an Unresolved Matter in accordance with Clause 7.3.26.3.2), who shall negotiate in good faith to agree on a resolution of the Unresolved Matter. 5.8.3 4.8.3 If the Board or ‘X’ Shareholders and ‘Y’ Shareholders remain unable to pass a valid and binding resolution on the Unresolved Matter for more than five (5) business days from the date on which the Unresolved Matter was first referred by notice to the Nominated Representatives referred to in Clause 5.8.2 4.8.2 or such other period as the Parties may agree in writing, then the provisions of Clause 19 18 shall be applicable. 5.8.4 4.8.4 The provisions of this Clause 5.8 4.8 shall not apply in respect of matters covered by Clause 1413. 5.8.5 With effect from the Completion Date, the 4.8.5 The current Nominated Representative of Able Star CITIC is Mr Mr. Mi ▇▇▇▇ ▇▇▇ and the current Nominated Representative of GE Equity GEC is ▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇. Herman, Jr.Dodge.