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 any 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 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 until any 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 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 until any termination execution of this agreement until the 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 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 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 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 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 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 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 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 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 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 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 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 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 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 any 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 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.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until 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 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 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 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 any termination execution of this agreement until the 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 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 any termination execution of this Agreement in accordance with its termsuntil the Agreement Termination Date, no Stockholder 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 or other disposition Transfer of, any Stockholder Shares (or any right, title or interest thereto to or thereinin any Stockholder Shares, or any Company Warrants, other than the conversion of any Company Warrant), ; (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, ; or (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 (iiiii) of this Section 1(e1(b). As used hereinNotwithstanding the foregoing, this Agreement shall not restrict Transfers of any or all of the Stockholder Shares or Company Warrants (i) in the case of a Stockholder who is an individual (x) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, in each case for the purposes of estate planning, or (y) upon the death of Stockholder, to any member of Stockholder’s immediate family, or to a trust for the benefit of any member of Stockholder’s immediate family, so long as, in each case, prior to and as a condition to the effectiveness of such Transfer, the term “Constructive Disposition” meanstransferee shall have executed and delivered to the Company a counterpart of this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement or (ii) in the case of any Stockholder, with respect to any of its Affiliates (including any other Stockholder) that, prior to and as a condition to the effectiveness of such Transfer, shall have executed and delivered to the Company a counterpart of this Agreement pursuant to which such Affiliate shall be bound by all of the terms and provisions of this Agreement. In the event of any such transfer, Exhibit A-1 or A-2, as applicable, shall be updated accordingly. Each 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 and its Affiliates may also enter into any other hedging contract, agreement or other derivative arrangement, or mortgage, pledge or encumber any or all of the Stockholder Shares or Company Warrants, in each case in connection with any bona fide lending transaction that has or arrangement (a “Permitted Transaction”) if such Stockholder or Affiliate retains the effect right to vote or consent to, or cause to be voted or consented to, all such Stockholder Shares or Company Warrants as provided in Section 1(a) during the term of materially changing the economic benefits such Permitted Transaction. The Parties acknowledge and risks of ownership; provided, however, agree that nothing in this Agreement shall restrict enforcement or the ability exercise of any remedies (including a foreclosure) with respect to any such Permitted Transaction. Any Transfer in violation 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 Companyforegoing shall be null and void ab initio.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until 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 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 any 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 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 any 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))of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment 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, Notwithstanding anything to 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 contrary contained in this Agreement shall restrict the ability Section 1(e), Stockholder may transfer all or any portion of the Stockholder Shares prior to engage in any hedgingthe termination of this Agreement to a recipient who agrees it writing with Bearing, derivative or other transactions relating to, or Sub and the Company to otherwise transfer, any securities be bound by the terms of any Person other than this Agreement applicable to the CompanyStockholder.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any 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 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 any the termination of this Agreement in accordance with its termspursuant to Section 4 , 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))of, or enter into any contract, option or other arrangement (including profit-sharing) or understanding with respect to the sale, transfer, gift, pledge, encumbrance, 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 SharesShareholder Shares (other than as contemplated herein), (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)1(d) . As used hereinAny attempted transfer of Shareholder Shares in violation of this Section 1(d) shall be null and void. In addition, from and after the term “Constructive Disposition” meansAcceptance Date, Shareholder will cause any of its designees on Company’s (or any of its Subsidiaries’) Board of Directors (or any committee thereof) to resign to the extent necessary to enable Company to comply 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 CompanyAcquisition Agreement.