Common use of Restriction on Transfer; Proxies; Non-Interference; etc Clause in Contracts

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the termination of this Agreement in accordance with its terms, Stockholder shall not directly or indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition (as hereinafter defined)), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment, constructive disposition or other disposition of, any Stockholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shares, (iii) take any action that would make any representation or warranty of Stockholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Stockholder from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(e). As used herein, the term “Constructive Disposition” means, with respect to any Stockholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership; provided, however, that nothing in this Agreement shall restrict the ability of the Stockholder to engage in any hedging, derivative or other transactions relating to, or to otherwise transfer, any securities of any Person other than the Company.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof execution of this agreement until the termination of this Agreement in accordance with Termination Date, no Stockholder or its terms, Stockholder Affiliates shall not directly or indirectly indirectly, except in connection with the consummation of the Merger and as expressly provided for in the Merger Agreement, (i) ), sell, transfer (including by operation of law)transfer, give, pledge, encumber, assign or otherwise dispose of (includingcollectively, without limitation, any Constructive Disposition (as hereinafter defined)“Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment, constructive disposition or other disposition Transfer of, any Stockholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shares, (iii) knowingly take any action that would make any representation or warranty of a Stockholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or materially delaying a Stockholder from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(e1(c). As used hereinNotwithstanding the foregoing (but subject to the following sentence), each Stockholder and its Affiliates may Transfer any or all of its Stockholder Shares to its Affiliates (in any case in a manner consistent with the term “Constructive Disposition” means, with respect to any Stockholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect Company’s Amended and Restated Certificate of materially changing the economic benefits and risks of ownershipIncorporation); provided, howeverthat prior to and as a condition to the effectiveness of such Transfer, that nothing each Person to whom any of such Stockholder Shares or any interest in any of such Shares is or may be transferred shall have executed and delivered to the Parent a counterpart of this Agreement pursuant to which such Person shall restrict the ability be bound by all of the Stockholder to engage in any hedging, derivative or other transactions relating to, or to otherwise transfer, any securities terms and provisions of any Person other than the Companythis Agreement and Exhibit A shall be updated accordingly.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the any termination of this Agreement in accordance with its terms, Stockholder each Shareholder shall not not, directly or indirectly indirectly, (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition (as hereinafter defined)) (each, a “Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the saleTransfer, transfer, gift, pledge, encumbrance, assignment, constructive disposition or other disposition of, of any Stockholder of such Shareholder’s Shares (or any right, title or interest thereto or therein)) except (A) to the Parent, the Merger Sub or their respective Affiliates or (B) to an Affiliate of the Shareholder provided that such Affiliate agrees to be bound by the terms and conditions of this Agreement as if an original party hereto; (ii) deposit any Stockholder of Shareholder’s Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder of such Shareholder’s Shares, ; (iii) take any action that would make any representation or warranty of Stockholder such Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Stockholder such Shareholder from performing any of its obligations under this Agreement or Agreement; or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(e). As Any action taken in violation of the foregoing sentence shall be null and void ab initio and each Shareholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any or all of such Shareholder’s Shares shall occur (including, if applicable, a sale by such Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, the term “Constructive Disposition” means, with respect to shall include any Stockholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership; provided, however, that nothing in this Agreement shall restrict the ability all transferees and subsequent transferees of the Stockholder initial transferee) shall take and hold such Shares subject to engage all of the restrictions, liabilities and rights under this Agreement, which shall continue in any hedging, derivative or other transactions relating to, or to otherwise transfer, any securities full force and effect until valid termination of any Person other than the Companythis Agreement.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the any termination of this Agreement in accordance with its terms, Stockholder none of Shareholder or the Liberty Controlled Affiliates shall not directly or indirectly (for the avoidance of doubt, including by way of transfer or disposition (other than to Shareholder or another subsidiary of Shareholder) of the securities or assets of any subsidiary of Shareholder holding shares of ILG Common Stock such that such subsidiary ceases to be a subsidiary of Shareholder (subject to the proviso of this Section 1(b))) (i) sell, transfer (including by operation of law)transfer, give, pledge, encumber, assign or otherwise dispose of (includingcollectively, without limitation, any Constructive Disposition (as hereinafter defined)“Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment, constructive disposition or other disposition Transfer of, any Stockholder Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shareholder Shares, (iii) take any action that would make any representation or warranty of Stockholder Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Stockholder Shareholder from performing any of its obligations under this Agreement (except to the extent otherwise permitted by this Agreement) or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(e1(b). As used herein, the term “Constructive Disposition” means, with respect to any Stockholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership; provided, however, that nothing the foregoing restrictions on Transfer will not be applicable to, and Shareholder will not be restricted or prohibited from taking, any of the following actions with respect to the Shareholder Shares (and the taking of such actions will not constitute a breach of this Agreement): (A) the entrance into any swap, hedge, forward sale or other similar arrangement (including with respect to the issuance of any security exchangeable into ILG Common Stock (an “Exchangeable Security”)), provided that in the case of this clause (A), (x) Shareholder (or one or more of the Liberty Controlled Affiliates) retains all voting rights in the Shareholder Shares and (y) Shareholder agrees not to physically settle such swap, hedge, forward sale or similar arrangement prior to the termination of this Agreement shall restrict (provided, that, the ability of the Stockholder restriction in (y) will not be applicable to engage in any hedgingExchangeable Security), derivative or other transactions relating to(B) a bona fide pledge of, or grant of a security interest in, Shareholder Shares in connection with any financing arrangements with a financial institution that is in the business of engaging in such transactions (provided that Shareholder does not know or have reason to otherwise transferknow that such financial institution is engaging in such transactions for the purpose of acquiring ILG Common Stock or voting rights with respect thereto for its own account or with an intent to transfer such ILG Common Stock or such rights to a particular person or group), including any securities resulting Transfer of such pledged shares (or shares in which a security interest has been granted) upon any foreclosure under the indebtedness underlying such pledge or security interest, so long as Shareholder (or one or more of its subsidiaries) retains full voting rights of such pledged shares (or shares in which a security interest has been granted) prior to such foreclosure and (C) any Transfer of Shareholder Shares to (1) a subsidiary of Shareholder or a Liberty Controlled Affiliate, including any subsidiary of Shareholder or Liberty Controlled Affiliate that ceases to be a subsidiary of Shareholder or a Liberty Controlled Affiliate as a result of any Person other than spin-off, split-off or similar distribution transaction, or (2) Liberty Media Corporation (“Liberty Media”) or a Controlled Affiliate (as defined in the CompanyAmended Spinco Agreement) thereof pursuant to an LM Transfer (as defined in the Amended Spinco Agreement), so long as such subsidiary of Shareholder or Liberty Controlled Affiliate or Liberty Media (or Controlled Affiliate thereof) executes an instrument, reasonably acceptable to ILG and MVW, assuming all the rights, benefits and obligations of Shareholder hereunder, which instrument shall be executed (x) in the case of a Transfer to a non-wholly owned subsidiary of Shareholder or Liberty Media (or a Controlled Affiliate thereof), prior to the date of such Transfer, and (y) in the case of a Transfer to a wholly owned subsidiary of Shareholder, prior to the consummation of any spin-off, split-off or similar distribution transaction.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the any termination of this Agreement in accordance with its terms, Stockholder each Shareholder shall not directly or indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition (as hereinafter defined))of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment, constructive disposition assignment or other disposition of, any Stockholder of its Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder of its Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder of its Shareholder Shares, (iii) knowingly take any action that would make any representation or warranty of Stockholder such Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Stockholder such Shareholder from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(e1(c). As used hereinNotwithstanding the foregoing, a Shareholder may make transfers of its Shareholder Shares (i) by will, gift, operation of Legal Requirements or for estate planning purposes, in each case, in which the term “Constructive Disposition” meanstransferee agrees to be bound by all terms of this Agreement, with respect (ii) to any Stockholder Sharescontrolled Affiliate thereof, a short sale with respect if such controlled Affiliate agrees in writing, in an instrument reasonably acceptable to such securityParent, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership; provided, however, that nothing in be bound by this Agreement shall restrict the ability of the Stockholder to engage in any hedgingas a Shareholder hereunder, derivative or other transactions relating to, or to and (iii) as Parent may otherwise transfer, any securities of any Person other than the Companyconsent.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the any termination of this Agreement in accordance with its terms, Stockholder none of Shareholder or his Affiliates shall not directly or indirectly (for the avoidance of doubt, including by way of transfer or disposition (other than to Shareholder or an Affiliate of Shareholder) of the securities or assets of any Affiliate of Shareholder holding shares of Company Common Stock such that such Affiliate ceases to be an Affiliate of Shareholder (subject to the proviso of this Section 1(b)) (i) sell, transfer (including by operation of law)transfer, give, pledge, encumber, assign or otherwise dispose of (includingcollectively, without limitation, any Constructive Disposition (as hereinafter defined)“Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment, constructive disposition or other disposition Transfer of, any Stockholder Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shareholder Shares, (iii) take any action that would make any representation or warranty of Stockholder Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Stockholder Shareholder from performing any of its Shareholder’s obligations under this Agreement (except to the extent otherwise permitted by this Agreement) or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(e1(b). As used herein, the term “Constructive Disposition” means, with respect to any Stockholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership; provided, however, that nothing in this Agreement shall restrict the ability of the Stockholder to engage in any hedging, derivative or other transactions relating foregoing restrictions on Transfer will not be applicable to, and Shareholder will not be restricted or to otherwise transferprohibited from, any securities Transfer of any Person other than Shareholder Shares to an Affiliate of Shareholder, so long as such Affiliate of Shareholder executes an instrument, reasonably acceptable to the CompanyCompany and Starwood, assuming all the rights, benefits and obligations of Shareholder hereunder, which instrument shall be executed prior the date of such Transfer.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the any termination of this Agreement in accordance with its terms, Stockholder none of Shareholder or the Liberty Controlled Affiliates shall not directly or indirectly (for the avoidance of doubt, including by way of transfer or disposition (other than to Shareholder or another subsidiary of Shareholder) of the securities or assets of any subsidiary of Shareholder holding shares of Company Common Stock such that such subsidiary ceases to be a subsidiary of Shareholder (subject to the proviso of this Section 1(b)) (i) sell, transfer (including by operation of law)transfer, give, pledge, encumber, assign or otherwise dispose of (includingcollectively, without limitation, any Constructive Disposition (as hereinafter defined)“Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment, constructive disposition or other disposition Transfer of, any Stockholder Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shareholder Shares, (iii) take any action that would make any representation or warranty of Stockholder Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Stockholder Shareholder from performing any of its obligations under this Agreement (except to the extent otherwise permitted by this Agreement) or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(e1(b). As used herein, the term “Constructive Disposition” means, with respect to any Stockholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership; provided, however, that nothing the foregoing restrictions on Transfer will not be applicable to, and Shareholder will not be restricted or prohibited from taking, any of the following actions with respect to the Shareholder Shares (and the taking of such actions will not constitute a breach of this Agreement): (A) the entrance into any swap, hedge, forward sale or other similar arrangement (including the issuance of any security exchangeable into Company Common Stock (an “Exchangeable Security”)), provided that in the case of this clause (A), (x) Shareholder (or one or more of the Liberty Controlled Affiliates) retains all voting rights in the Shareholder Shares and (y) Shareholder agrees not to physically settle such swap, hedge, forward sale or similar arrangement prior to the termination of this Agreement shall restrict (provided, that, the ability of the Stockholder restriction in (y) will not be applicable to engage in any hedgingExchangeable Security), derivative or other transactions relating to(B) a bona fide pledge of, or grant of a security interest in, Shareholder Shares in connection with any financing arrangements with a financial institution that is in the business of engaging in such transactions (provided that Shareholder does not know or have reason to otherwise transferknow that such financial institution is engaging in such transactions for the purpose of acquiring Company Common Stock or voting rights with respect thereto for its own account or with an intent to transfer such Company Common Stock or such rights to a particular Person or group), including any securities resulting Transfer of such pledged shares (or shares in which a security interest has been granted) upon any foreclosure under the indebtedness underlying such pledge or security interest, so long as Shareholder (or one or more of its subsidiaries) retains full voting rights of such pledged shares (or shares in which a security interest has been granted) prior to such foreclosure and (C) any Transfer of Shareholder Shares to (1) a Subsidiary of Shareholder or a Liberty Controlled Affiliate, including any Subsidiary of Shareholder or Liberty Controlled Affiliate that ceases to be a Subsidiary of Shareholder or a Liberty Controlled Affiliate as a result of any Person other than spin-off, split-off or similar distribution transaction, or (2) Liberty Media Corporation (“Liberty Media”) or a Controlled Affiliate (as defined in the CompanyAmended Spinco Agreement) thereof pursuant to an LM Transfer (as defined in the Amended Spinco Agreement), so long as such Subsidiary of Shareholder or Liberty Controlled Affiliate or Liberty Media (or Controlled Affiliate thereof) executes an instrument, reasonably acceptable to the Company and Starwood, assuming all the rights, benefits and obligations of Shareholder hereunder, which instrument shall be executed (x) in the case of a Transfer to a non-wholly owned Subsidiary of Shareholder or Liberty Media (or a Controlled Affiliate thereof), prior the date of such Transfer, and (y) in the case of a Transfer to a wholly-owned Subsidiary of Shareholder, prior to the consummation of any spin-off, split-off or similar distribution transaction.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the any termination of this Agreement in accordance with its terms, Stockholder shall not not, directly or indirectly indirectly: (i) sell, transfer (including by operation of lawLaw), give, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition (as hereinafter defined))of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment, constructive disposition assignment or other disposition of, any Stockholder Covered Shares (or any right, title or interest thereto or therein) (each, a “Transfer”), ; (ii) deposit any Stockholder Covered Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Covered Shares, ; (iii) otherwise permit any Liens to be created on any Covered Shares; (iv) take any action that would make any representation or warranty of Stockholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Stockholder from performing any of its obligations under this Agreement Agreement; or (ivv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i)clauses, (ii) or (iii) in each case of this Section 1(e1(c), other than (A) in respect of the Merger or (B) in connection with bona fide estate planning purposes for the benefit of Stockholder’s affiliates or beneficiaries. As used hereinNotwithstanding the foregoing, Stockholder may Transfer any or all of the term “Constructive Disposition” means, Covered Shares in accordance with respect to any Stockholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect distribution provisions of materially changing the economic benefits and risks Stockholder’s Declaration of ownershipTrust; provided, however, that nothing prior to and as a condition to the effectiveness of such Transfer, each Person to which any of such Covered Shares or any interest in any of such Covered Shares is transferred shall have executed and delivered to SJW a counterpart to this Agreement pursuant to which such Person shall restrict the ability be bound by all of the Stockholder to engage in any hedging, derivative terms and provisions of this Agreement. Any Transfer or other transactions relating to, or to otherwise transfer, any securities attempted Transfer of any Person other than the CompanyCovered Shares in violation of this Section 1(c) shall be null and void and of no effect.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the any termination of this Agreement in accordance with its terms, Stockholder the Shareholder shall not directly or indirectly (i) offer, sell, transfer (including by operation of law)transfer, tender, give, hypothecate, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition (as hereinafter defined))of, or enter into any contract, option or other arrangement or understanding with respect to the offer, sale, transfer, tender, gift, hypothecation, pledge, encumbrance, assignment, constructive disposition assignment or other disposition of, or grant a proxy or power of attorney with respect to, or create or permit to exist any Stockholder security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on such Shareholder’s voting rights, charge or other encumbrance of any nature whatsoever (“Encumbrance”) with respect to any of its Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder of its Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder of its Shareholder Shares, (iii) take any action that would make any representation or warranty of Stockholder the Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Stockholder the Shareholder from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(e1(b). As used hereinNotwithstanding the foregoing, the term “Constructive Disposition” meansShareholder may make transfers of its Shareholder Shares by will, with respect gift, operation of Laws, for estate planning purposes, to any Stockholder Sharesan affiliate of the Shareholder or to another shareholder of the Company, a short sale with respect in each case, in which the transferee (other than another Shareholder, for whom such transferred Company Shares shall constitute additional Shareholder Shares of the Shareholder to whom such security, entering into or acquiring an offsetting derivative contract with respect Company Shares were transferred) agrees to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect be bound by all terms of materially changing the economic benefits and risks of ownership; provided, however, that nothing in this Agreement pursuant to a written agreement in a form reasonably satisfactory to the Backstop Investors that the transferee shall restrict be bound by, and the ability of the Stockholder Shareholder Shares so transferred, assigned or sold shall remain subject to engage in any hedging, derivative or other transactions relating to, or to otherwise transfer, any securities of any Person other than the Companythis Agreement.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the any termination of this Agreement in accordance with its terms, Stockholder none of Shareholder or her Affiliates shall not directly or indirectly (for the avoidance of doubt, including by way of transfer or disposition (other than to Shareholder or an Affiliate of Shareholder) of the securities or assets of any Affiliate of Shareholder holding shares of Company Common Stock such that such Affiliate ceases to be an Affiliate of Shareholder (subject to the proviso of this Section 1(b)) (i) sell, transfer (including by operation of law)transfer, give, pledge, encumber, assign or otherwise dispose of (includingcollectively, without limitation, any Constructive Disposition (as hereinafter defined)“Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment, constructive disposition or other disposition Transfer of, any Stockholder Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shareholder Shares, (iii) take any action that would make any representation or warranty of Stockholder Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Stockholder Shareholder from performing any of its Shareholder’s obligations under this Agreement (except to the extent otherwise permitted by this Agreement) or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(e1(b). As used herein, the term “Constructive Disposition” means, with respect to any Stockholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership; provided, however, that nothing in this Agreement shall restrict the ability of the Stockholder to engage in any hedging, derivative or other transactions relating foregoing restrictions on Transfer will not be applicable to, and Shareholder will not be restricted or to otherwise transferprohibited from, any securities Transfer of any Person other than Shareholder Shares to an Affiliate of Shareholder, so long as such Affiliate of Shareholder executes an instrument, reasonably acceptable to the CompanyCompany and Starwood, assuming all the rights, benefits and obligations of Shareholder hereunder, which instrument shall be executed prior the date of such Transfer.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the any termination of this Agreement in accordance with its terms, Stockholder Shareholder shall not, and shall cause Eastover not to, except as contemplated by that certain Contribution Agreement, dated as of even date herewith, by and among Shareholder, Parent, and the other shareholders of the Company signatory thereto (the “Contribution Agreement”), directly or indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition (as hereinafter defined)), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment, constructive disposition assignment or other disposition of, any Stockholder Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shareholder Shares, (iii) take any action that would make any representation or warranty of Stockholder Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Stockholder Shareholder from performing any of its obligations under this Agreement Agreement, or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) ), or (iii) of this Section 1(e1(b). As used herein, the term “Constructive Disposition” means, with respect to any Stockholder Shareholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership; provided, however, that nothing in this Agreement shall restrict the ability of the Stockholder to engage in any hedging, derivative or other transactions relating to, or to otherwise transfer, any securities of any Person other than the Company.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the any termination of this Agreement in accordance with its terms, Stockholder Shareholder shall not not, except as contemplated by that certain Contribution Agreement, dated as of even date herewith, by and among Shareholder, Parent, and the other shareholders of the Company signatory thereto (the “Contribution Agreement”), directly or indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition (as hereinafter defined)), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment, constructive disposition assignment or other disposition of, any Stockholder Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shareholder Shares, (iii) take any action that would make any representation or warranty of Stockholder Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Stockholder Shareholder from performing any of its obligations under this Agreement Agreement, or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) ), or (iii) of this Section 1(e1(b). As used herein, the term “Constructive Disposition” means, with respect to any Stockholder Shareholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership; provided, however, that nothing in this Agreement shall restrict the ability of the Stockholder to engage in any hedging, derivative or other transactions relating to, or to otherwise transfer, any securities of any Person other than the Company.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the termination of this Agreement in accordance with its terms, Stockholder shall not directly or indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition (as hereinafter defined)), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment, constructive disposition or other disposition of, any Stockholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shares, (iii) take any action that would make any representation or warranty of Stockholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or significantly delaying Stockholder from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(e). Notwithstanding the foregoing, Stockholder may transfer all or any portion of the Stockholder Shares prior to termination of this Agreement as long as the transferee agrees, in writing with MoviePass, to be bound by the terms of this Agreement. As used herein, the term “Constructive Disposition” means, with respect to any Stockholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership; provided, however, that nothing in this Agreement shall restrict the ability of the Stockholder to engage in any hedging, derivative or other transactions relating to, or to otherwise transfer, any securities of any Person other than the Company.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the any termination of this Agreement in accordance with its terms, no Executing Stockholder shall not shall, or permit any Affiliated Stockholder to, directly or indirectly (i) sell, transfer Transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition (as hereinafter defined)), which shall include through a merger) or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment, constructive disposition or other disposition Transfer of, any Stockholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shares, (iii) take any action or fail to take any action that (x) would make any representation or warranty of Executing Stockholder set forth in this Agreement untrue or incorrect in any material respect or respect, have the effect of preventing, disabling or delaying such Executing Stockholder from performing any of its obligations under this Agreement or prevent the consummation of the transactions contemplated by this Agreement, or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(e1(c), except in each case for any pledge of Stockholder Shares under any pledge agreement existing at the date hereof (which Stockholder Shares shall be released prior to the date the Stockholder Shares are tendered in accordance with this Agreement. Subject to the last sentence of this Section 1(c), and in furtherance of this Agreement, each Executing Stockholder hereby authorizes and shall promptly request, and shall cause each Affiliated Stockholder to promptly request and authorize, the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Stockholder Shares of such Stockholder (and that this Agreement places limits on the voting and Transfer of such Stockholder Shares). As used hereinFor purposes of this Agreement, the term “Constructive DispositionTransfer” means, means with respect to any Stockholder Sharessecurity, a short sale, assignment, transfer, constructive sale with respect or other disposition, advancement of funds, extension of credit, financial accommodation, credit support, exchange, mortgage, pledge, hypothecation, encumbrance, or grant of a security interest, or the offer to make such securitya sale, entering into assignment, transfer, constructive sale or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver other disposition of such security or entering into the record or beneficial ownership thereof, and each agreement, arrangement or understanding, whether or not in writing, to effect any other hedging of the foregoing. Notwithstanding anything to the contrary in this Agreement, any Stockholder (but not a Transferee from such Stockholder) may Transfer all or other derivative transaction that has a portion of their Stockholder Shares (the effect of materially changing the economic benefits and risks of ownership“Transferred Shares”) to any Person; provided, however, that nothing in prior to such Transfer, the Transferring Stockholder shall have first validly tendered the Shares to be Transferred into the Offer and any such Transferee shall have delivered an executed counterpart of this Agreement to the Parent contemporaneously with such Transfer and shall restrict have agreed to not withdraw the Transferred Shares; and provided further, however, that (A) Transfers by all of the Transferring Stockholder shall not, in the aggregate, result in more than four transferees holding any Transferred Shares, (B) the aggregate number of Transferred Shares does not exceed 30,000,000 and (C) any such Transfer shall not relieve the Transferor of its obligations hereunder if such Transferee does not perform such obligations. The Executing Stockholder may request of the Parent the ability to make a Transfer of Stockholder Shares other than pursuant to the prior sentence. Any such alternative Transfer shall be subject to the prior written consent of the Stockholder Parent, which consent shall not be unreasonably withheld, with respect to engage sub-clauses (A) and (B) but otherwise such consent shall be in any hedging, derivative or other transactions relating to, or to otherwise transfer, any securities of any Person other than the CompanyParent’s sole discretion.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof execution of this agreement until the termination of this Agreement in accordance with Termination Date, no Stockholder or its terms, Stockholder Affiliates shall not directly or indirectly indirectly, (i) ), sell, transfer (including by operation of law)transfer, give, pledge, encumber, assign or otherwise dispose of (includingcollectively, without limitation, any Constructive Disposition (as hereinafter defined)“Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment, constructive disposition or other disposition Transfer of, any Stockholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shares, (iii) take any action that would make any representation or warranty of Stockholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Stockholder from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(e1(c). As used hereinNotwithstanding the foregoing (but subject to the following sentence), each Stockholder and its Affiliates may Transfer any or all of its Stockholder Shares to its Affiliates, including, without limitation, to Parent, or in accordance with and pursuant to the term “Constructive Disposition” means, Gato Letter Agreement (in any case in a manner consistent with respect to any Stockholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect Company’s Amended and Restated Certificate of materially changing the economic benefits and risks of ownershipIncorporation); provided, howeverthat prior to and as a condition to the effectiveness of such Transfer, that nothing each Person to whom any of such Stockholder Shares or any interest in any of such Shares is or may be transferred shall have executed and delivered to the Company a counterpart of this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement and Exhibit A shall be updated accordingly. Notwithstanding anything to the contrary in this Agreement and without limiting the first sentence of this Section 1(c), in no event prior to the Agreement Termination Date shall restrict the ability Stockholders cause or permit (i) a Restructuring Event (as defined in the Amended and Restated Agreement of Limited Partnership of Gato Investments LP (as amended as of the date hereof, the “Gato LPA”)) to occur or be initiated (or, if one occurs, the Stockholders shall cause such Restructuring Event to be waived) or (ii) Gato Investments LP to otherwise cease to be the record holder of the Stockholder Shares held by it as of the date hereof and as set forth on Exhibit A hereto, other than by way of a transfer of such shares to engage in any hedging, derivative or other transactions relating toParent, or transfers in accordance with and pursuant to otherwise transfer, any securities of any Person other than the CompanyGato Letter Agreement.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof execution of this agreement until the termination of this Agreement in accordance with Termination Date, the PSC Stockholder and its terms, Stockholder Affiliates shall not directly or indirectly indirectly, (i) ), sell, transfer (including by operation of law)transfer, give, pledge, encumber, assign or otherwise dispose of (includingcollectively, without limitation, any Constructive Disposition (as hereinafter defined)“Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment, constructive disposition or other disposition Transfer of, any Stockholder PSC Shares (or any right, title or interest thereto or therein) (excluding, for the avoidance of doubt, the transfer of limited partnership interests in any managed fund Affiliate of the PSC Stockholder), (ii) deposit any Stockholder PSC Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder PSC Shares, (iii) take any action that would make any representation or warranty of the PSC Stockholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying the PSC Stockholder from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(e1(c). As used hereinNotwithstanding the foregoing (but subject to the following proviso), the term “Constructive Disposition” meansPSC Stockholder and its Affiliates may Transfer any or all of the PSC Shares to its Affiliates, with respect including, without limitation, to any Stockholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownershipParent; provided, howeverthat prior to and as a condition to the effectiveness of such Transfer, that nothing each Person to whom any of such PSC Shares or any interest in any of such PSC Shares is or may be transferred shall have executed and delivered to the Company a counterpart of this Agreement pursuant to which such Person shall restrict the ability be bound by all of the Stockholder to engage in any hedging, derivative or other transactions relating to, or to otherwise transfer, any securities terms and provisions of any Person other than the Companythis Agreement and Exhibit A shall be updated accordingly.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the any termination of this Agreement in accordance with its terms, no Executing Stockholder shall not shall, or permit any Affiliated Stockholder to, directly or indirectly (i) sell, transfer Transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition (as hereinafter defined)), which shall include through a merger) or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment, constructive disposition or other disposition Transfer of, any Stockholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shares, (iii) take any action or fail to take any action that (x) would make any representation or warranty of Executing Stockholder set forth in this Agreement untrue or incorrect in any material respect or respect, have the effect of preventing, disabling or delaying such Executing Stockholder from performing any of its obligations under this Agreement or prevent the consummation of the transactions contemplated by this Agreement, or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(e1(c), except in each case for any pledge of Stockholder Shares under any pledge agreement existing at the date hereof (which Stockholder Shares shall be released prior to the date the Stockholder Shares are tendered in accordance with this Agreement. Subject to the last sentence of this Section 1(c), and in furtherance of this Agreement, each Executing Stockholder hereby authorizes and shall promptly request, and shall cause each Affiliated Stockholder to promptly request and authorize, the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Stockholder Shares of such Stockholder (and that this Agreement places limits on the voting and Transfer of such Stockholder Shares). As used hereinFor purposes of this Agreement, the term “Constructive DispositionTransfer” means, means with respect to any Stockholder Sharessecurity, a short sale, assignment, transfer, constructive sale with respect or other disposition, advancement of funds, extension of credit, financial accommodation, credit support, exchange, mortgage, pledge, hypothecation, encumbrance, or grant of a security interest, or the offer to make such securitya sale, entering into assignment, transfer, constructive sale or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver other disposition of such security or entering into the record or beneficial ownership thereof, and each agreement, arrangement or understanding, whether or not in writing, to effect any other hedging of the foregoing. Notwithstanding anything to the contrary in this Agreement, any Stockholder (but not a Transferee from such Stockholder) may Transfer all or other derivative transaction that has a portion of their Stockholder Shares (the effect of materially changing the economic benefits and risks of ownership“Transferred Shares”) to any Person; provided, however, that nothing in prior to such Transfer, the Transferring Stockholder shall have first validly tendered the Shares to be Transferred into the Offer and any such Transferee shall have delivered an executed counterpart of this Agreement to the Parent contemporaneously with such Transfer and shall restrict have agreed to not withdraw the Transferred Shares; and provided further, however, that (A) Transfers by all of the Transferring Stockholder shall not, in the aggregate, result in more than four transferees holding any Transferred Shares, (B) the aggregate number of Transferred Shares does not exceed 30,000,000 and (C) any such Transfer shall not relieve the Transferor of its obligations hereunder if such Transferee does not perform such obligations. The Executing Stockholder may request of the Parent the ability to make a Transfer of Stockholder Shares other than pursuant to the prior sentence. Any such alternative Transfer shall be subject to the prior written consent of the Stockholder to engage in any hedgingParent, derivative or other transactions relating to, or to otherwise transfer, any securities of any Person other than the Company.which consent

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the termination of this Agreement in accordance with its terms, Stockholder Shareholder shall not directly or indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition (as hereinafter defined)), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment, constructive disposition or other disposition of, any Stockholder Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shareholder Shares, (iii) take any action that would make any representation or warranty of Stockholder Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Stockholder Shareholder from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(e). As used herein, the term “Constructive Disposition” means, with respect to any Stockholder Shareholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership; provided, however, that nothing in this Agreement shall restrict the ability of the Stockholder Shareholder to engage in any hedging, derivative or other transactions relating to, or to otherwise transfer, any securities of any Person other than the Company.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the termination of this Agreement in accordance with its terms, Stockholder shall not directly or indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition (as hereinafter defined)), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment, constructive disposition or other disposition of, any Stockholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shares, (iii) take any action that would make any representation or warranty of Stockholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or significantly delaying Stockholder from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(e). Notwithstanding the foregoing, Stockholder may transfer all or any portion of the Stockholder Shares prior to termination of this Agreement as long as the transferee agrees, in writing with HMNY, to be bound by the terms of this Agreement. As used herein, the term “Constructive Disposition” means, with respect to any Stockholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership; provided, however, that nothing in this Agreement shall restrict the ability of the Stockholder to engage in any hedging, derivative or other transactions relating to, or to otherwise transfer, any securities of any Person other than the Company.