Common use of Transfer Restrictions Prior to the Merger Clause in Contracts

Transfer Restrictions Prior to the Merger. The Stockholder hereby agrees that it will not, during the Support Period, without the prior written consent of Parent and the Company, other than pursuant to this Agreement or the Merger Agreement, directly or indirectly, offer for sale, sell, transfer, exchange, convert, assign, give, tender in any tender or exchange offer, pledge, encumber, hypothecate or otherwise dispose of (by merger, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition of (by merger, by testamentary disposition, by operation of Law or otherwise) or otherwise convey or dispose of, any of the Shares, or any interest therein (including by merger, by testamentary disposition, by operation of Law or otherwise), including the right to vote any such Shares, as applicable (a “Transfer”). Notwithstanding anything contained herein, the Stockholder will be permitted to (a) effect a bona fide pledge of Series A Preferred Shares to any financial institution in connection with a bona fide financing transaction to the extent permitted by the Investment Agreement (a “Permitted Pledge”) (so long as such pledge does not prevent or otherwise restrict in any manner the Stockholder from voting such shares pursuant to the provisions of this Agreement prior to any default and foreclosure under the indebtedness underlying such pledge); provided, that it shall be a condition to any Permitted Pledge that the beneficiary of such Permitted Pledge shall agree in a signed writing reasonably satisfactory to Parent and the Company to become bound by and comply with (i) the provisions of this Agreement and (ii) the waivers and other provisions contained in Section 1 and in Section 2 of that certain Side Letter Agreement, dated as of the date hereof, by and among Parent, the Stockholder and the Company (the “Letter Agreement”), in each case of these clauses (i) and (ii), if such beneficiary of such Permitted Pledge forecloses on or otherwise acquires title to the Series A Preferred Shares so pledged, and (b) with respect to any Shares the Stockholder beneficially owns, grant a proxy to the record holder of such Shares to vote in accordance with Section 3.

Transfer Restrictions Prior to the Merger. The Stockholder Shareholder hereby agrees that it he or she will not, during the Support Period, without the prior written consent of Parent and the Company, other than pursuant to this Agreement or the Merger AgreementParent, directly or indirectly, offer for sale, sell, transfer, exchange, convert, assign, give, tender in any tender or exchange offer, pledge, encumber, hypothecate or otherwise similarly dispose of (by merger, by testamentary disposition, by operation of Law law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition of (by merger, by testamentary disposition, by operation of Law law or otherwise) or otherwise convey or dispose of, any of the Shares, or any interest therein (including by merger, by testamentary disposition, by operation of Law or otherwise)therein, including the right to vote any such Shares, as applicable (a “Transfer”). Notwithstanding anything contained herein, the Stockholder will be permitted to (a) effect a bona fide pledge of Series A Preferred Shares to any financial institution in connection with a bona fide financing transaction to the extent permitted by the Investment Agreement (a “Permitted Pledge”) (so long as such pledge does not prevent or otherwise restrict in any manner the Stockholder from voting such shares pursuant to the provisions of this Agreement prior to any default and foreclosure under the indebtedness underlying such pledge); provided, that it shall be a condition the Shareholder may (i) Transfer Shares for tax planning, estate planning or philanthropic purposes so long as the transferee, prior to any Permitted Pledge that the beneficiary date of such Permitted Pledge shall agree Transfer, agrees in a signed writing reasonably satisfactory to Parent and the Company to become be bound by and comply with (i) the provisions of this Agreement, and the Shareholder provides at least three (3) Business Days’ prior written notice (which shall include the written consent of the transferee agreeing to be bound by and comply with the provisions of this Agreement) to Parent, in which case the Shareholder shall remain responsible for any breach of this Agreement by such transferee, or Transfer Shares at such Shareholder’s death pursuant to Law or such Shareholder’s estate plan (provided, that the transferee agrees in a signed writing to be bound by and comply with the provisions of this Agreement) or (ii) surrender Shares to the waivers and other provisions contained Company in Section 1 and connection with the vesting of Company Restricted Stock Awards to satisfy any withholding for the payment of taxes incurred in Section 2 of that certain Side Letter Agreement, dated as connection with such vesting. In furtherance of the date hereof, by and among Parentforegoing, the Stockholder and Shareholder hereby authorizes the Company (the “Letter Agreement”), in each case of these clauses (i) and (ii), if such beneficiary of such Permitted Pledge forecloses on or otherwise acquires title to the Series A Preferred Shares so pledged, and (b) instruct its transfer agent to enter a stop transfer order with respect to any Shares all of the Stockholder beneficially owns, grant a proxy to the record holder of such Shares to vote in accordance with Section 3Shares.

Transfer Restrictions Prior to the Merger. The Each Stockholder hereby agrees that he, she or it will not, during the Support Period, without the prior written consent of Parent and the Company, (a) convert any shares of Company Series B Common Stock into shares of Company Series A Common Stock or, other than pursuant to the Exchange Agreement or the Exchange Side Letter, into Company Series C Common Stock (or vice versa), or (b) other than pursuant to this Agreement, the Exchange Side Letter, the Exchange Agreement or the Merger Agreement, directly or indirectly, offer for sale, sell, transfer, exchange, convert, assign, give, tender in any tender or exchange offer, pledge, encumber, hypothecate or otherwise dispose of (by merger, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition of (by merger, by testamentary disposition, by operation of Law or otherwise) or otherwise convey or dispose of, any of the Shares, or any interest therein (including by merger, by testamentary disposition, by operation of Law or otherwise), including the right to vote any such Shares, as applicable (a “Transfer”); provided, that such Stockholder may Transfer Shares for estate-planning purposes, or by testamentary disposition, or to a controlled Affiliate or with respect to a trust over which such Stockholder has sole or shared investment power, in each case, so long as the transferee, prior to the time of Transfer (or, in the case of a testamentary disposition, as promptly as reasonably practicable after such Transfer), agrees in a signed writing reasonably satisfactory to Parent and the Company to be bound by and comply with the provisions of this Agreement, and such Stockholder (except as otherwise provided above in the case of such Stockholder’s death) provides at least five (5) Business Days’ prior written notice (which shall include the written consent of the transferee agreeing to be bound by and comply with the provisions of this Agreement) to Parent and the Company, in which case such Stockholder shall remain responsible for any breach of this Agreement by such transferee, and provided, further, that the death of a Stockholder shall itself not be a Transfer of Shares so long as a Stockholder, or a controlled Affiliate of a Stockholder, continues to own such Shares as Shares covered under this Agreement and such controlled Affiliate agrees in a signed writing reasonably satisfactory to Parent and the Company to be bound by and comply with the provisions of this Agreement (unless such controlled Affiliate is already subject to the terms of this Agreement and by virtue thereof such Shares would continue to be covered by this Agreement). Notwithstanding anything contained herein, the each Stockholder will be permitted to (ai) effect a bona fide pledge of Series A Common Stock, Series C Common Stock or Company Preferred Shares Stock (including any existing pledge) to any financial institution in connection with a bona fide financing transaction to the extent permitted by the Investment Agreement (a “Permitted Pledge”) (so long as such pledge does not prevent or otherwise restrict in any manner the such Stockholder from voting such shares pursuant to the provisions of this Agreement prior to any default and foreclosure under the indebtedness underlying such pledge); provided, that it shall be a condition to any Permitted Pledge that the beneficiary of such Permitted Pledge shall agree in a signed writing reasonably satisfactory to Parent and the Company to become bound by and comply with (i) the provisions of this Agreement and (ii) the waivers and other provisions contained in Section 1 and in Section 2 of that certain Side Letter Agreement, dated as grant a revocable proxy with respect to routine matters at an annual meeting of the date hereof, by and among Parent, the Stockholder and the Company Stockholders (the “Letter Agreement”), in each case of these clauses (i) and (ii), if provided such beneficiary of such Permitted Pledge forecloses on or otherwise acquires title to the Series A Preferred Shares so pledged, and (b) proxy does not apply with respect to any Shares of the Stockholder beneficially ownsmatters set forth in this Agreement, grant even if such matters are submitted to a proxy to vote at an annual meeting of the record holder of such Shares to vote in accordance with Section 3Company Stockholders).

Transfer Restrictions Prior to the Merger. The Each Stockholder hereby agrees that he, she or it will not, during the Support Period, without the prior written consent of Parent and the Company, (a) convert any shares of Company Series B Common Stock into shares of Company Series A Common Stock or, other than pursuant to the Stipulation and Order, into Company Series C Common Stock (or vice versa) or (b) other than pursuant to this Agreement Agreement, the Stipulation and Order or the Merger Agreement, directly or indirectly, offer for sale, sell, transfer, exchange, convert, assign, give, tender in any tender or exchange offer, pledge, encumber, hypothecate or otherwise dispose of (by merger, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition of (by merger, by testamentary disposition, by operation of Law or otherwise) or otherwise convey or dispose of, any of the Shares, or any interest therein (including by merger, by testamentary disposition, by operation of Law or otherwise), including the right to vote any such Shares, as applicable (a “Transfer”); provided, that such Stockholder may Transfer Shares for estate-planning purposes, or by testamentary disposition, or to a controlled Affiliate or with respect to a trust over which such Stockholder has sole or shared investment power, in each case, so long as the transferee, prior to the time of Transfer (or, in the case of a testamentary disposition, as promptly as reasonably practicable after such Transfer), agrees in a signed writing reasonably satisfactory to Parent and the Company to be bound by and comply with the provisions of this Agreement, and such Stockholder (except as otherwise provided above in the case of such Stockholder’s death) provides at least five (5) Business Days’ prior written notice (which shall include the written consent of the transferee agreeing to be bound by and comply with the provisions of this Agreement) to Parent and the Company, in which case such Stockholder shall remain responsible for any breach of this Agreement by such transferee, and provided, further, that the death of a Stockholder shall itself not be a Transfer of Shares so long as a Stockholder, or a controlled Affiliate of a Stockholder, continues to own such Shares as Shares covered under this Agreement and such controlled Affiliate agrees in a signed writing reasonably satisfactory to Parent and the Company to be bound by and comply with the provisions of this Agreement (unless such controlled Affiliate is already subject to the terms of this Agreement and by virtue thereof such Shares would continue to be covered by this Agreement). Notwithstanding anything contained herein, the each Stockholder will be permitted to (ai) effect a bona fide pledge of Series A Common Stock, Series C Common Stock or Company Preferred Shares Stock (including any existing pledge) to any financial institution in connection with a bona fide financing transaction to the extent permitted by the Investment Agreement (a “Permitted Pledge”) (so long as such pledge does not prevent or otherwise restrict in any manner the such Stockholder from voting such shares pursuant to the provisions of this Agreement prior to any default and foreclosure under the indebtedness underlying such pledge); provided, that it shall be a condition to any Permitted Pledge that the beneficiary of such Permitted Pledge shall agree in a signed writing reasonably satisfactory to Parent and the Company to become bound by and comply with (i) the provisions of this Agreement and (ii) the waivers and other provisions contained in Section 1 and in Section 2 of that certain Side Letter Agreement, dated as grant a revocable proxy with respect to routine matters at an annual meeting of the date hereof, by and among Parent, the Stockholder and the Company Stockholders (the “Letter Agreement”), in each case of these clauses (i) and (ii), if provided such beneficiary of such Permitted Pledge forecloses on or otherwise acquires title to the Series A Preferred Shares so pledged, and (b) proxy does not apply with respect to any Shares of the Stockholder beneficially ownsmatters set forth in this Agreement, grant even if such matters are submitted to a proxy to vote at an annual meeting of the record holder of such Shares to vote in accordance with Section 3Company Stockholders).

Transfer Restrictions Prior to the Merger. The Each Stockholder hereby agrees that it such Stockholder will not, during from the date hereof until the earlier of (a) the end of the Support Period, without the prior written consent Period or (b) adoption of Parent and the Company, other than pursuant to this Agreement or the Merger AgreementAgreement by the stockholders of SASR by the Requisite SASR Vote, directly or indirectly, offer for sale, sell, transfer, exchange, convert, assign, give, convey, tender in any tender or exchange offer, pledge, encumber, hypothecate or otherwise dispose of (by merger, by testamentary disposition, by operation of Law law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbranceconveyance, hypothecation or other transfer or disposition of (by merger, by testamentary disposition, by operation of Law or otherwise) or otherwise convey or dispose of, any of the Shares, or any legal or beneficial interest therein (including by mergertherein, by testamentary disposition, whether or not for value and whether voluntary or involuntary or by operation of Law or otherwise)law (any of the foregoing, including the right to vote any such Shares, as applicable (a “Transfer”). Notwithstanding anything contained herein; provided, the that each Stockholder will be permitted may Transfer Shares (i) to any of its Affiliates, (ii) to any other Person to whom AUB has consented with respect to a Transfer by such Stockholder in advance in writing, (iii) to (aA) effect any Family Member (as defined below) of such Stockholder or to a bona fide pledge trust solely for the benefit of Series A Preferred Shares to such Stockholder and/or any financial institution in connection with a bona fide financing transaction Family Member of such Stockholder or (B) upon the death of such Stockholder pursuant to the extent permitted terms of any trust or will of such Stockholder or by the Investment Agreement applicable Laws of intestate succession; provided that (a “Permitted Pledge”x) in the case of clause (i), such Affiliate shall remain an Affiliate of such Stockholder at all times following such Transfer and (y) in the case of clauses (i), (ii) and (iii), so long as such pledge does not prevent or otherwise restrict the transferee, prior to the date of Transfer, agrees in any manner the Stockholder from voting such shares pursuant a signed writing to be bound by and comply with the provisions of this Agreement with respect to such Transferred Shares, and such Stockholder provides at least three (3) Business Days’ prior written notice (which shall include the written consent of the transferee agreeing to any default and foreclosure under the indebtedness underlying such pledge); provided, that it shall be a condition to any Permitted Pledge that the beneficiary of such Permitted Pledge shall agree in a signed writing reasonably satisfactory to Parent and the Company to become bound by and comply with (i) the provisions of this Agreement) to AUB, in which case such Stockholder shall remain responsible for any breach of this Agreement by such transferee, (iv) under any existing stock sale plan adopted in accordance with Rule 10b5-1(c) (Rule 10b5-1) under the Securities Exchange Act of 1934 for the sale of shares of SASR Common Stock, (v) to any charitable organization that is tax exempt under Section 501(c)(3) of the Code and (iivi) the waivers and other provisions contained to satisfy any Tax liability incurred by such Stockholder in respect of vesting, exercise or settlement of SASR Equity Awards held by Stockholder (any Transfer in accordance with this Section 1 and in Section 2 of that certain Side Letter Agreement4, dated as of the date hereof, by and among Parent, the Stockholder and the Company (the a “Letter AgreementPermitted Transfer”), in each case . In the event of these any Transfer that would qualify as a Permitted Transfer under more than one of clauses (i) and through (iivi), if the Stockholder effecting such beneficiary Transfer may elect the clause to which such Transfer is subject for purposes of complying with this Agreement. As used in this Agreement, the term “Family Member” means, with respect to each Stockholder: (I) such Stockholder and Stockholder’s spouse, individually, (II) any descendant, niece or nephew of such Permitted Pledge forecloses on Stockholder or otherwise acquires title to such Stockholder’s spouse, (III) any charitable organization created and primarily funded by any one or more individuals described in the Series A Preferred Shares so pledgedforegoing (I) or (II), (IV) any estate, trust, guardianship, custodianship or other fiduciary arrangement for the primary benefit of any one or more individuals or organizations described in the foregoing (I), (II) or (III), and (bV) with respect to any Shares corporation, partnership, limited liability company or other business organization controlled by and substantially all of the Stockholder beneficially ownsinterests in which are owned, grant a proxy to directly or indirectly, by any one or more individuals or organizations named or described in the record holder of such Shares to vote in accordance with Section 3foregoing (I), (II), (III) or (IV).

Transfer Restrictions Prior to the Merger. The Each Stockholder hereby agrees that he, she or it will not, during the Support Period, without the prior written consent of Parent and the Company, (a) convert any shares of Parent Series B Common Stock into shares of Parent Series A Common Stock, (b) other than pursuant to this the Merger Agreement or the Merger Exchange Agreement, directly or indirectly, offer for sale, sell, transfer, exchange, convert, assign, give, tender in any tender or exchange offer, pledge, encumber, hypothecate or otherwise dispose of (by merger, by testamentary disposition, by operation of Law law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition of (by merger, by testamentary disposition, by operation of Law law or otherwise) or otherwise convey or dispose of, any of the Shares, or any interest therein (including by merger, by testamentary disposition, by operation of Law law or otherwise), including the right to vote any such Shares, as applicable (a “Transfer”); provided, that such Stockholder may Transfer Shares for estate-planning purposes (including by testamentary disposition), or to a controlled Affiliate or with respect to a trust over which such Stockholder has sole or shared investment power, to a named beneficiary, so long as the transferee, prior to the time of Transfer, agrees in a signed writing reasonably satisfactory to Parent and the Company to be bound by and comply with the provisions of this Agreement, and such Stockholder provides at least five (5) Business Days’ prior written notice (which shall include the written consent of the transferee agreeing to be bound by and comply with the provisions of this Agreement) to Parent and the Company, in which case such Stockholder shall remain responsible for any breach of this Agreement by such transferee, and provided, further, that the death of a Stockholder shall itself not be a Transfer of Shares so long as a Stockholder, or a controlled Affiliate of a Stockholder, continues to own such Shares as Shares covered under this Agreement and such controlled Affiliate agrees in a signed writing reasonably satisfactory to Parent and the Company to be bound by and comply with the provisions of this Agreement. Notwithstanding anything contained herein, the each Stockholder will be permitted to (ai) effect a bona fide pledge of Parent Series A Preferred Shares Common Stock or Parent Series B Common Stock (including in each case any existing pledge) to any financial institution in connection with a bona fide financing transaction to the extent permitted by the Investment Agreement (a “Permitted Pledge”) (so long as such pledge does not prevent or otherwise restrict in any manner the such Stockholder from voting such shares pursuant to the provisions of this Agreement prior to any default and foreclosure under the indebtedness underlying such pledge); provided, that it shall be a condition to any Permitted Pledge that the beneficiary of such Permitted Pledge shall agree in a signed writing reasonably satisfactory to Parent and the Company to become bound by and comply with (i) the provisions of this Agreement and (ii) the waivers and other provisions contained in Section 1 and in Section 2 of that certain Side Letter Agreement, dated as grant a revocable proxy with respect to routine matters at an annual meeting of the date hereof, by and among Parent, the Stockholder and the Company Parent Stockholders (the “Letter Agreement”), in each case of these clauses (i) and (ii), if provided such beneficiary of such Permitted Pledge forecloses on or otherwise acquires title to the Series A Preferred Shares so pledged, and (b) proxy does not apply with respect to any Shares of the Stockholder beneficially ownsmatters set forth in this Agreement, grant even if such matters are submitted to a proxy to vote at an annual meeting of the record holder of such Shares to vote in accordance with Section 3Parent Stockholders).

Transfer Restrictions Prior to the Merger. The Stockholder hereby agrees that it he will not, during the Support Period, without the prior written consent of Parent and the Company, (a) convert any shares of Series B Common Stock into shares of Series A Common Stock or (b) other than pursuant to this Agreement or the Merger Agreement, directly or indirectly, offer for sale, sell, transfer, exchange, convert, assign, give, tender in any tender or exchange offer, pledge, encumber, hypothecate or otherwise dispose of (by merger, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition of (by merger, by testamentary disposition, by operation of Law or otherwise) or otherwise convey or dispose of, any of the Shares, or any interest therein (including by merger, by testamentary disposition, by operation of Law or otherwise), including the right to vote any such Shares, as applicable (a “Transfer”); provided, that the Stockholder may Transfer Shares for estate-planning purposes, or by testamentary disposition, or to a controlled Affiliate, with respect to a trust over which the Stockholder has sole or shared investment power, in each case, so long as the transferee, prior to the time of Transfer (or in the case of a testamentary disposition, as promptly as reasonably practicable after such Transfer), agrees in a signed writing reasonably satisfactory to Parent and the Company to be bound by and comply with the provisions of this Agreement, and the Stockholder (except as otherwise provided above in the case of such Stockholder’s death) provides at least five (5) Business Days’ prior written notice (which shall include the written consent of the transferee agreeing to be bound by and comply with the provisions of this Agreement) to Parent and the Company, in which case the Stockholder shall remain responsible for any breach of this Agreement by such transferee, and provided, further, that the death of the Stockholder shall itself not be a Transfer of Shares so long as the heir(s) of the Stockholder, or a controlled Affiliate of the Stockholder, continue to own such Shares as Shares covered under this Agreement and such heir(s) or controlled Affiliate agree in a signed writing reasonably satisfactory to Parent and the Company to be bound by and comply with the provisions of this Agreement. Notwithstanding anything contained herein, the Stockholder will be permitted to (a) effect a bona fide pledge of Series A Preferred Shares Common Stock or Series B Common Stock (including any existing pledge) to any financial institution in connection with a bona fide financing transaction to the extent permitted by the Investment Agreement (a “Permitted Pledge”) (so long as such pledge does not prevent or otherwise restrict in any manner the Stockholder from voting such shares pursuant to the provisions of this Agreement prior to any default and foreclosure under the indebtedness underlying such pledge); provided, that it shall be (b) grant a condition revocable proxy with respect to any Permitted Pledge that the beneficiary of such Permitted Pledge shall agree in a signed writing reasonably satisfactory to Parent and the Company to become bound by and comply with (i) the provisions of this Agreement and (ii) the waivers and other provisions contained in Section 1 and in Section 2 of that certain Side Letter Agreement, dated as routine matters at an annual meeting of the date hereof, by and among Parent, the Stockholder and stockholders of the Company (provided such proxy does not apply with respect to any of the “Letter matters set forth in this Agreement”), in each case even if such matters are submitted to a vote at an annual meeting of these clauses (ithe stockholders of the Company) and (ii), if such beneficiary of such Permitted Pledge forecloses on or otherwise acquires title to the Series A Preferred Shares so pledged, and (bc) with respect to any Shares the Stockholder beneficially owns, grant a proxy to the record holder of such Shares to vote in accordance with Section 3.

Transfer Restrictions Prior to the Merger. The Each Stockholder hereby agrees that he, she or it will not, during the Support Period, without the prior written consent of Parent Liberty and SiriusXM (through the CompanySpecial Committee), other than pursuant to this the Merger Agreement or the Merger Reorganization Agreement, directly or indirectly, offer for sale, sell, transfer, exchange, convert, assign, give, tender in any tender or exchange offer, pledge, encumber, hypothecate or otherwise dispose of (by merger, by testamentary disposition, by operation of Law law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition of (by merger, by testamentary disposition, by operation of Law law or otherwise) or otherwise convey or dispose of, any of the Shares, or any interest therein (including by merger, by testamentary disposition, by operation of Law law or otherwise), including the right to vote any such Shares, as applicable (a “Transfer”); provided, that such Stockholder may Transfer Shares for estate-planning purposes (including by testamentary disposition), or to a controlled Affiliate or with respect to a trust over which such Stockholder has sole or shared investment power, to a named beneficiary, so long as the transferee, prior to the time of Transfer, agrees in a signed writing reasonably satisfactory to Liberty and SiriusXM (through the Special Committee) to be bound by and comply with the provisions of this Agreement, and such Stockholder provides at least five (5) Business Days’ prior written notice (which shall include the written consent of the transferee agreeing to be bound by and comply with the provisions of this Agreement) to Liberty and SiriusXM, in which case such Stockholder shall remain responsible for any breach of this Agreement by such transferee, and provided, further, that the death of a Stockholder shall itself not be a Transfer of Shares so long as a Stockholder, or a controlled Affiliate of a Stockholder, continues to own such Shares as Shares covered under this Agreement and such controlled Affiliate agrees in a signed writing reasonably satisfactory to Liberty and SiriusXM (through the Special Committee) to be bound by and comply with the provisions of this Agreement. Notwithstanding anything contained herein, the each Stockholder will be permitted to (ai) effect a bona fide pledge of Series A Preferred Shares Liberty Sirius XM Common Stock (including any existing pledge) to any financial institution in connection with a bona fide financing transaction to the extent permitted by the Investment Agreement (a “Permitted Pledge”) (so long as such pledge does not prevent or otherwise restrict in any manner the such Stockholder from voting such shares pursuant to the provisions of this Agreement prior to any default and foreclosure under the indebtedness underlying such pledge); provided, that it shall be a condition to any Permitted Pledge that the beneficiary of such Permitted Pledge shall agree in a signed writing reasonably satisfactory to Parent and the Company to become bound by and comply with (i) the provisions of this Agreement and (ii) the waivers and other provisions contained in Section 1 and in Section 2 of that certain Side Letter Agreement, dated as grant a revocable proxy with respect to routine matters at an annual meeting of the date hereof, by and among Parent, the Stockholder and the Company holders of Liberty SiriusXM Common Stock (the “Letter Agreement”), in each case of these clauses (i) and (ii), if provided such beneficiary of such Permitted Pledge forecloses on or otherwise acquires title to the Series A Preferred Shares so pledged, and (b) proxy does not apply with respect to any Shares of the Stockholder beneficially ownsmatters set forth in this Agreement, grant even if such matters are submitted to a proxy to vote at an annual meeting of the record holder stockholders of such Shares to vote Liberty). Any Transfer in accordance with Section 3violation of this provision shall be void ab initio.

Transfer Restrictions Prior to the Merger. The Each Stockholder hereby agrees that he, she or it will not, during the Support Period, without the prior written consent of Parent and the Company, (a) convert any shares of Company Series B Common Stock into shares of Company Series A Common Stock, (b) other than pursuant to this the Merger Agreement or the Merger Exchange Agreement, directly or indirectly, offer for sale, sell, transfer, exchange, convert, assign, give, tender in any tender or exchange offer, pledge, encumber, hypothecate or otherwise dispose of (by merger, by testamentary disposition, by operation of Law law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition of (by merger, by testamentary disposition, by operation of Law law or otherwise) or otherwise convey or dispose of, any of the Shares, or any interest therein (including by merger, by testamentary disposition, by operation of Law law or otherwise), including the right to vote any such Shares, as applicable (a “Transfer”); provided, that such Stockholder may Transfer Shares for estate-planning purposes (including by testamentary disposition), or to a controlled Affiliate or with respect to a trust over which such Stockholder has sole or shared investment power, to a named beneficiary, so long as the transferee, prior to the time of Transfer, agrees in a signed writing reasonably satisfactory to Parent and the Company to be bound by and comply with the provisions of this Agreement, and such Stockholder provides at least five (5) Business Days’ prior written notice (which shall include the written consent of the transferee agreeing to be bound by and comply with the provisions of this Agreement) to Parent and the Company, in which case such Stockholder shall remain responsible for any breach of this Agreement by such transferee, and provided, further, that the death of a Stockholder shall itself not be a Transfer of Shares so long as a Stockholder, or a controlled Affiliate of a Stockholder, continues to own such Shares as Shares covered under this Agreement and such controlled Affiliate agrees in a signed writing reasonably satisfactory to Parent and the Company to be bound by and comply with the provisions of this Agreement. Notwithstanding anything contained herein, the each Stockholder will be permitted to (ai) effect a bona fide pledge of Series A Common Stock or Company Preferred Shares Stock (including any existing pledge) to any financial institution in connection with a bona fide financing transaction to the extent permitted by the Investment Agreement (a “Permitted Pledge”) (so long as such pledge does not prevent or otherwise restrict in any manner the such Stockholder from voting such shares pursuant to the provisions of this Agreement prior to any default and foreclosure under the indebtedness underlying such pledge); provided, that it shall be a condition to any Permitted Pledge that the beneficiary of such Permitted Pledge shall agree in a signed writing reasonably satisfactory to Parent and the Company to become bound by and comply with (i) the provisions of this Agreement and (ii) the waivers and other provisions contained in Section 1 and in Section 2 of that certain Side Letter Agreement, dated as grant a revocable proxy with respect to routine matters at an annual meeting of the date hereof, by and among Parent, the Stockholder and the Company Stockholders (the “Letter Agreement”), in each case of these clauses (i) and (ii), if provided such beneficiary of such Permitted Pledge forecloses on or otherwise acquires title to the Series A Preferred Shares so pledged, and (b) proxy does not apply with respect to any Shares of the Stockholder beneficially ownsmatters set forth in this Agreement, grant even if such matters are submitted to a proxy to vote at an annual meeting of the record holder of such Shares to vote in accordance with Section 3Company Stockholders).

Transfer Restrictions Prior to the Merger. The Stockholder Shareholder hereby agrees that it he or she will not, during the Support Period, without the prior written consent of Parent and the Company, other than pursuant to this Agreement or the Merger AgreementParent, directly or indirectly, offer for sale, sell, transfer, exchange, convert, assign, give, tender in any tender or exchange offer, pledge, encumber, hypothecate or otherwise similarly dispose of (by merger, by testamentary disposition, by operation of Law law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition of (by merger, by testamentary disposition, by operation of Law law or otherwise) or otherwise convey or dispose of, any of the Shares, or any interest therein (including by merger, by testamentary disposition, by operation of Law or otherwise)therein, including the right to vote any such Shares, as applicable (a “Transfer”). Notwithstanding anything contained herein, the Stockholder will be permitted to (a) effect a bona fide pledge of Series A Preferred Shares to any financial institution in connection with a bona fide financing transaction to the extent permitted by the Investment Agreement (a “Permitted Pledge”) (so long as such pledge does not prevent or otherwise restrict in any manner the Stockholder from voting such shares pursuant to the provisions of this Agreement prior to any default and foreclosure under the indebtedness underlying such pledge); provided, that it shall be a condition the Shareholder may (i) Transfer Shares for estate planning or philanthropic purposes so long as the transferee, prior to any Permitted Pledge that the beneficiary date of such Permitted Pledge shall agree Transfer, agrees in a signed writing reasonably satisfactory to Parent and the Company to become be bound by and comply with (i) the provisions of this Agreement, and the Shareholder provides at least three (3) Business Days’ prior written notice (which shall include the written consent of the transferee agreeing to be bound by and comply with the provisions of this Agreement) to Parent, in which case the Shareholder shall remain responsible for any breach of this Agreement by such transferee, or Transfer Shares at such Shareholder’s death pursuant to Law or such Shareholder’s estate plan (provided, that the transferee agrees in a signed writing to be bound by and comply with the provisions of this Agreement) or (ii) surrender Shares to the waivers and other provisions contained Company in Section 1 and connection with the vesting, settlement or exercise of Company Equity Awards to satisfy any withholding for the payment of taxes incurred in Section 2 connection with such vesting, settlement or exercise, or, in respect of that certain Side Letter AgreementCompany Options, dated as the exercise price thereon. In furtherance of the date hereof, by and among Parentforegoing, the Stockholder and Shareholder hereby authorizes the Company (the “Letter Agreement”), in each case of these clauses (i) and (ii), if such beneficiary of such Permitted Pledge forecloses on or otherwise acquires title to the Series A Preferred Shares so pledged, and (b) instruct its transfer agent to enter a stop transfer order with respect to any Shares all of the Stockholder beneficially owns, grant a proxy to the record holder of such Shares to vote in accordance with Section 3Shares.

Transfer Restrictions Prior to the Merger. The Stockholder Each Shareholder hereby agrees that it he or she will not, during the Support Period, without the prior written consent of Parent and the CompanyParent, other than pursuant to this Agreement (a) convert any shares of Series B Common Stock into shares of Series A Common Stock or the Merger Agreement, (b) directly or indirectly, offer for sale, sell, transfer, exchange, convert, assign, give, tender in any tender or exchange offer, pledge, encumber, hypothecate or otherwise dispose of (by merger, by testamentary disposition, by operation of Law law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition of (by merger, by testamentary disposition, by operation of Law law or otherwise) or otherwise convey or dispose of, any of the Shares, or any interest therein (including by merger, by testamentary disposition, by operation of Law or otherwise)therein, including the right to vote any such Shares, as applicable (a “Transfer”); provided, that such Shareholder may Transfer Shares for estate planning purposes (including by testamentary disposition) or to a controlled affiliate so long as the transferee, prior to the time of Transfer, agrees in a signed writing reasonably satisfactory to Parent to be bound by and comply with the provisions of this Agreement, and such Shareholder provides at least five (5) Business Days’ prior written notice (which shall include the written consent of the transferee agreeing to be bound by and comply with the provisions of this Agreement) to Parent, in which case such Shareholder shall remain responsible for any breach of this Agreement by such transferee, and provided, further, that the death of a Shareholder shall itself not be a Transfer of Shares so long as the other Shareholder, or a controlled affiliate of either Shareholder, continues to own such Shares as Shares covered under this Agreement and such controlled affiliate agrees in a signed writing reasonably satisfactory to Parent to be bound by and comply with the provisions of this Agreement. Notwithstanding anything contained herein, the Stockholder each Shareholder will be permitted to (a) effect a bona fide pledge of Series A Preferred Shares Common Stock (including any existing pledge) to any financial institution in connection with a bona fide financing transaction to the extent permitted by the Investment Agreement (a “Permitted Pledge”) (so long as such pledge does not prevent or otherwise restrict in any manner the Stockholder such Shareholder from voting such shares pursuant to the provisions of this Agreement prior to any default and foreclosure under the indebtedness underlying such pledge); provided, that it shall be a condition to any Permitted Pledge that the beneficiary of such Permitted Pledge shall agree in a signed writing reasonably satisfactory to Parent and the Company to become bound by and comply with (i) the provisions of this Agreement and (ii) the waivers and other provisions contained in Section 1 and in Section 2 of that certain Side Letter Agreement, dated as of the date hereof, by and among Parent, the Stockholder and the Company (the “Letter Agreement”), in each case of these clauses (i) and (ii), if such beneficiary of such Permitted Pledge forecloses on or otherwise acquires title to the Series A Preferred Shares so pledged, and (b) with respect to any Shares the Stockholder beneficially owns, grant a proxy to the record holder of such Shares to vote in accordance with Section 3.

Transfer Restrictions Prior to the Merger. The Stockholder Shareholder hereby agrees that it such Shareholder will not, during the Support Period, without the prior written consent of Parent and the CompanyPurchaser (which shall not be unreasonably withheld, other than pursuant to this Agreement conditioned or the Merger Agreementdelayed), directly or indirectly, offer for sale, sell, transfer, exchange, convert, assign, give, tender in any tender or exchange offer, pledge, encumber, hypothecate or otherwise similarly dispose of (by merger, by testamentary disposition, by operation of Law law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangement arrangements that transfers to another, in whole or in part, any of the economic consequences of ownership of, enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition of (by merger, by testamentary disposition, by operation of Law law or otherwise) or otherwise convey or dispose of, any of the Shares, or any interest therein (including by merger, by testamentary disposition, by operation of Law or otherwise)therein, including the right to vote any such Shares, as applicable (a “Transfer”). Notwithstanding anything contained herein, the Stockholder will be permitted to (a) effect a bona fide pledge of Series A Preferred Shares to any financial institution in connection with a bona fide financing transaction to the extent permitted by the Investment Agreement (a “Permitted Pledge”) (so long as such pledge does not prevent or otherwise restrict in any manner the Stockholder from voting such shares pursuant to the provisions of this Agreement prior to any default and foreclosure under the indebtedness underlying such pledge); provided, that it shall be a condition the Shareholder may (i) Transfer Shares pursuant to any Permitted Pledge that currently existing pledge agreement or for estate planning or philanthropic purposes so long as the beneficiary transferee, prior to the date of such Permitted Pledge shall agree Transfer, agrees in a signed writing reasonably satisfactory to Parent and the Company to become be bound by and comply with (i) the provisions of this Agreement and the Shareholder provides at least two (2) days’ prior written notice (which shall include the written consent of the transferee agreeing to be bound by and comply with the provisions of this Agreement), (ii) bequeath Shares by will or operation of law, in which case this Agreement shall bind the waivers and other provisions contained transferee, (iii) surrender Shares to CMYF in Section 1 and connection with the vesting, settlement or exercise of CMYF equity awards to satisfy any withholding for the payment of taxes incurred in Section 2 connection with such vesting, settlement or exercise, or, in respect of that certain Side Letter Agreement, dated as of the date hereof, by and among ParentCMYF equity awards, the Stockholder and the Company exercise price thereon, or (the “Letter Agreement”), iv) Transfer Shares as is otherwise permitted by Purchaser in each case of these clauses (i) and (ii), if such beneficiary of such Permitted Pledge forecloses on or otherwise acquires title to the Series A Preferred Shares so pledged, and (b) with respect to any Shares the Stockholder beneficially owns, grant a proxy to the record holder of such Shares to vote in accordance with Section 3its sole discretion.

Transfer Restrictions Prior to the Merger. The Stockholder hereby agrees that it the Stockholder will not, during the Support Period, without the prior written consent of Parent and the CompanyAcquiror, other than pursuant to this Agreement or the Merger Agreement, whether directly or indirectly, (a) offer for sale, sell, transfer, exchange, convert, assign, give, tender in any tender or exchange offer, pledge, encumber, hypothecate or otherwise similarly dispose of (by merger, by testamentary disposition, by operation of Law law or otherwise), either voluntarily or involuntarily, (b) enter into any swap or other arrangement that transfers to another, another (in whole or in part, ) any of the economic consequences of ownership of, (c) enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition of (by merger, by testamentary disposition, by operation of Law law or otherwise) or (d) or otherwise convey or dispose of, any of the Shares, or any interest therein (including by merger, by testamentary disposition, by operation of Law or otherwise)therein, including the right to vote any such Shares, as applicable (a “Transfer”). Notwithstanding anything contained herein, the Stockholder will be permitted to (a) effect a bona fide pledge of Series A Preferred Shares to any financial institution in connection with a bona fide financing transaction to the extent permitted by the Investment Agreement (a “Permitted Pledge”) (so long as such pledge does not prevent or otherwise restrict in any manner the Stockholder from voting such shares pursuant to the provisions of this Agreement prior to any default and foreclosure under the indebtedness underlying such pledge); provided, that it shall be a condition the Stockholder may (i) Transfer Shares to any Permitted Pledge that an Affiliate of the beneficiary Stockholder or for estate planning or philanthropic purposes so long as the transferee, prior to the date of such Permitted Pledge shall agree Transfer, agrees in a signed writing reasonably satisfactory to Parent and the Company to become be bound by and comply with (i) the provisions of this Agreement, and the Stockholder provides at least three Business Days’ prior written notice (which shall include the written consent of the transferee agreeing to be bound by and comply with the provisions of this Agreement) to Acquiror, in which case the Stockholder shall remain responsible for any breach of this Agreement and by such transferee or (ii) Transfer Shares at such Stockholder’s death pursuant to Law or such Stockholder’s estate plan (provided, that the waivers transferee agrees in a signed writing to be bound by and other comply with the provisions contained in Section 1 and in Section 2 of that certain Side Letter this Agreement, dated as ). In furtherance of the date hereof, by and among Parentforegoing, the Stockholder and hereby authorizes Acquiror to instruct the Company (the “Letter Agreement”), in each case of these clauses (i) and (ii), if such beneficiary of such Permitted Pledge forecloses on or otherwise acquires title Company’s transfer agent to the Series A Preferred Shares so pledged, and (b) enter a stop transfer order with respect to any Shares all of the Stockholder beneficially owns, grant a proxy to the record holder of such Shares to vote in accordance with Section 3Shares.

Transfer Restrictions Prior to the Merger. The Stockholder hereby agrees that it such Stockholder will not, during the Support Period, without the prior written consent of Parent and the Company, other than pursuant to this Agreement or the Merger AgreementPurchaser, directly or indirectly, offer for sale, sell, transfer, exchange, convert, assign, give, tender in any tender or exchange offer, pledge, encumber, hypothecate or otherwise similarly dispose of (by merger, by testamentary disposition, by operation of Law law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangement arrangements that transfers to another, in whole or in part, any of the economic consequences of ownership of, enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition of (by merger, by testamentary disposition, by operation of Law law or otherwise) or otherwise convey or dispose of, any of the Shares, or any interest therein (including by merger, by testamentary disposition, by operation of Law or otherwise)therein, including the right to vote any such Shares, as applicable (a “Transfer”). Notwithstanding anything contained herein, the Stockholder will be permitted to (a) effect a bona fide pledge of Series A Preferred Shares to any financial institution in connection with a bona fide financing transaction to the extent permitted by the Investment Agreement (a “Permitted Pledge”) (so long as such pledge does not prevent or otherwise restrict in any manner the Stockholder from voting such shares pursuant to the provisions of this Agreement prior to any default and foreclosure under the indebtedness underlying such pledge); provided, that it shall be a condition the Stockholder may (i) Transfer Shares pursuant to any Permitted Pledge that currently existing pledge agreement or for estate planning or philanthropic purposes so long as the beneficiary transferee, prior to the date of such Permitted Pledge shall agree Transfer, agrees in a signed writing reasonably satisfactory to Parent and the Company to become be bound by and comply with (i) the provisions of this Agreement, and the Stockholder provides at least two (2) days’ prior written notice (which shall include the written consent of the transferee agreeing to be bound by and comply with the provisions of this Agreement), in which case the Stockholder shall remain jointly and severally liable for any breach of this Agreement and by such transferee, (ii) bequeath Shares by will or operation of law, in which case this Agreement shall bind the waivers and other provisions contained transferee, (iii) surrender Shares to the Company in Section 1 and connection with the vesting, settlement or exercise of Company equity awards to satisfy any withholding for the payment of taxes incurred in Section 2 of that certain Side Letter Agreementconnection with such vesting, dated as settlement or exercise, or, in respect of the date hereof, by and among ParentCompany equity awards, the Stockholder and the Company exercise price thereon, or (the “Letter Agreement”), iv) Transfer Shares as is otherwise permitted by Purchaser in each case of these clauses (i) and (ii), if such beneficiary of such Permitted Pledge forecloses on or otherwise acquires title to the Series A Preferred Shares so pledged, and (b) with respect to any Shares the Stockholder beneficially owns, grant a proxy to the record holder of such Shares to vote in accordance with Section 3its sole discretion.

Transfer Restrictions Prior to the Merger. The Stockholder hereby agrees that it such Stockholder will not, during the Support Period, without the prior written consent of Parent and the Company, other than pursuant to this Agreement or the Merger AgreementPurchaser, directly or indirectly, offer for sale, sell, transfer, exchange, convert, assign, give, tender in any tender or exchange offer, pledge, encumber, hypothecate or otherwise similarly dispose of (by merger, by testamentary disposition, by operation of Law law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangement arrangements that transfers to another, in whole or in part, any of the economic consequences of ownership of, enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition of (by merger, by testamentary disposition, by operation of Law law or otherwise) or otherwise convey or dispose of, of any of the Shares, or any interest therein (including by merger, by testamentary disposition, by operation of Law or otherwise)therein, including the right to vote any such Shares, as applicable (a “Transfer”). Notwithstanding anything contained herein, the Stockholder will be permitted to (a) effect a bona fide pledge of Series A Preferred Shares to any financial institution in connection with a bona fide financing transaction to the extent permitted by the Investment Agreement (a “Permitted Pledge”) (so long as such pledge does not prevent or otherwise restrict in any manner the Stockholder from voting such shares pursuant to the provisions of this Agreement prior to any default and foreclosure under the indebtedness underlying such pledge); provided, that it shall be a condition the Stockholder may (i) Transfer Shares pursuant to any Permitted Pledge that currently existing pledge agreement or for estate planning or philanthropic purposes so long as the beneficiary transferee, prior to the date of such Permitted Pledge shall agree Transfer, agrees in a signed writing reasonably satisfactory to Parent and the Company to become be bound by and comply with (i) the provisions of this Agreement, in which case the Stockholder shall remain jointly and severally liable for any breach of this Agreement and by such transferee, (ii) bequeath Shares by will or operation of law, in which case this Agreement shall bind the waivers and other provisions contained in Section 1 and in Section 2 of that certain Side Letter Agreementtransferee, dated as of the date hereof, by and among Parent, the Stockholder and (iii) surrender Shares to the Company (in connection with the “Letter Agreement”)vesting, settlement or exercise of Company equity awards to satisfy any withholding for the payment of taxes incurred in each case of these clauses (i) and (ii)connection with such vesting, if such beneficiary of such Permitted Pledge forecloses on settlement or otherwise acquires title to the Series A Preferred Shares so pledgedexercise, and (b) or, with respect to any the Company equity awards, the exercise price thereon, or (iv) Transfer Shares the Stockholder beneficially owns, grant a proxy to the record holder of such Shares to vote as is otherwise permitted by Purchaser in accordance with Section 3its sole discretion.

Transfer Restrictions Prior to the Merger. The Stockholder Shareholder hereby agrees that it such Shareholder will not, during the Support Period, without the prior written consent of Parent and the Company, other than pursuant to this Agreement or the Merger AgreementPurchaser, directly or indirectly, offer for sale, sell, transfer, exchange, convert, assign, give, tender in any tender or exchange offer, pledge, encumber, hypothecate or otherwise similarly dispose of (by merger, by testamentary disposition, by operation of Law law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangement arrangements that transfers to another, in whole or in part, any of the economic consequences of ownership of, enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition of (by merger, by testamentary disposition, by operation of Law law or otherwise) or otherwise convey or dispose of, any of the Shares, or any interest therein (including by merger, by testamentary disposition, by operation of Law or otherwise)therein, including the right to vote any such Shares, as applicable (a “Transfer”). Notwithstanding anything contained herein, the Stockholder will be permitted to (a) effect a bona fide pledge of Series A Preferred Shares to any financial institution in connection with a bona fide financing transaction to the extent permitted by the Investment Agreement (a “Permitted Pledge”) (so long as such pledge does not prevent or otherwise restrict in any manner the Stockholder from voting such shares pursuant to the provisions of this Agreement prior to any default and foreclosure under the indebtedness underlying such pledge); provided, that it shall be a condition the Shareholder may (i) Transfer Shares pursuant to any Permitted Pledge that currently existing pledge agreement or for estate planning or philanthropic purposes so long as the beneficiary transferee, prior to the date of such Permitted Pledge shall agree Transfer, agrees in a signed writing reasonably satisfactory to Parent and the Company to become be bound by and comply with (i) the provisions of this Agreement and the Shareholder provides at least two (2) days’ prior written notice (which shall include the written consent of the transferee agreeing to be bound by and comply with the provisions of this Agreement), in which case the Shareholder shall remain jointly and severally liable for any breach of this Agreement by such transferee, (ii) bequeath Shares by will or operation of law, in which case this Agreement shall bind the waivers and other provisions contained transferee, (iii) surrender Shares to IIBK in Section 1 and connection with the vesting, settlement or exercise of IIBK equity awards to satisfy any withholding for the payment of taxes incurred in Section 2 connection with such vesting, settlement or exercise, or, in respect of that certain Side Letter Agreement, dated as of the date hereof, by and among ParentIIBK equity awards, the Stockholder and the Company exercise price thereon, or (the “Letter Agreement”), iv) Transfer Shares as is otherwise permitted by Purchaser in each case of these clauses (i) and (ii), if such beneficiary of such Permitted Pledge forecloses on or otherwise acquires title to the Series A Preferred Shares so pledged, and (b) with respect to any Shares the Stockholder beneficially owns, grant a proxy to the record holder of such Shares to vote in accordance with Section 3its sole discretion.