Deadlock resolution clause for a shareholders agreement

13 13.1

Deadlock resolution For the purposes of this clause 13 deadlock shall be deemed to have occurred in either of the following situations namely: 13.1.1 if one of the parties shall give notice in writing to the other party (or) all the other parties, referring to this clause, that a particular matter (being one of those matters referred to in clause 7 above or any other matter requiring unanimity of the parties under this agreement) having been considered or raised by the parties or any of them at a board meeting or general meeting of the Company or at any other forum and not resolved upon with unanimity is to be considered again at a special board or general meeting (convened for the purpose by not less than days written notice given by any party to each of the other(s) stating the time and place of such meeting) and either: 13.1.1.1 unanimity in favour of such resolution is again not achieved, or 13.1.1.2 there shall not be present a representative of each of the parties required to be present to constitute a quorum at such meeting within one

hour after the time appointed for such meeting; or 13.1.2 if one party shall give notice in writing to the other party (or) all the other parties, referring to this clause, that a deadlock shall exist if a quorum is not achieved at the reconvening of a board or general meeting which has been adjourned for want of a quorum, and such quorum is not achieved at the reconvened meeting. 13.2 13.2.1 If a deadlock shall occur the matter in respect of which the deadlock has arisen shall be referred for a decision by the Chairmen of the parties hereto who shall discuss the matter in good faith and attempt to reach a decision thereon. If they shall fail to do so within 30 days of the matter being referred to them any party or parties which voted with the majority in respect of such resolution as is referred to in clause 13.1.1.1 or any party which was present or represented at such meeting (or proposed meeting) as is referred to in clause 13.1.1.2 or clause 13.1.2 (individually or (if more than one) together the Server) shall be entitled within 90 days of the deadlock arising to serve on the directors of the Company a notice (a deadlock resolution notice) requiring either: 13.2.1.1 that the Company be wound up; or

13.2.1.2 that the party (or) all (or) any of the parties (identified in the notice) which was (or) were in the minority or abstained in the vote on such resolution (in the case of clause 13.1.1.1) or who were absent from (in such the meeting (or

proposed meeting)

case

of clause

13.1.1.2 or clause 13.1.2), sell all (but not some only of) its or their shares in the Company to the Server. 13.2.2 The directors shall deliver a copy of the deadlock resolution notice to all parties including (where

applicable) those (the Recipient(s)) who are required to sell their shares in the Company pursuant to the notice. The service of one deadlock resolution notice on the directors shall prohibit the right of any other party or parties to serve another deadlock resolution notice arising out of the same subject matter or circumstances which enabled the first to be given. 13.2.3 Upon service of a deadlock resolution notice by the Server on the directors: 13.2.3.1 if the notice requires the Company to be wound up the parties shall forthwith procure that the Company is wound up; or

13.2.3.2 if the notice requires the Recipient(s) to sell its or their shares in the Company, the Server (and as between themselves if there is more than one server as they may specify in the deadlock resolution notice or failing which in proportion to the nominal values of their then respective holdings of ordinary shares) and the

Recipient(s) shall become bound to buy and sell respectively and the applicable purchase price shall be determined in accordance with the provisions of clause 15.2.2 and completion of such sale and purchase shall take place in accordance with the provisions of clause 15.3.3.