Common use of Governance Matters Clause in Contracts

Governance Matters. (a) The ILG Board shall take all action necessary such that, effective as of the Effective Time, the ILG Board shall consist of thirteen members, including four individuals selected by Starwood (the “Starwood Designated Directors”) reasonably satisfactory to the Nominating Committee of the ILG Board (the “Nominating Committee”) who shall be appointed to the ILG Board; provided that if, at any time prior to the second annual meeting of the ILG shareholders that occurs after the Effective Time, any of the Starwood Designated Directors is unable or unwilling to serve or is otherwise no longer serving as a member of the ILG Board, then Starwood shall select a replacement individual reasonably satisfactory to the Nominating Committee (a “Replacement Starwood Designee”) to fill the vacancy created thereby. Each of the Starwood Designated Directors shall qualify as an “independent director”, as such term is defined in NASDAQ Equity Rule 5605(a)(2) and at least one of the Starwood Designated Directors shall meet the minimum requirements to serve on the audit committee of the ILG Board under the NASDAQ Marketplace Rules. In addition, ILG shall cause each such Starwood Designated Director or Replacement Starwood Designee, as applicable, to be included in the slate of nominees recommended by the ILG Board to ILG’s shareholders for election as directors at the next two annual meetings of ILG shareholders to occur following the Effective Time and shall use commercially reasonable efforts to cause the election of each such Starwood Designated Director or Replacement Starwood Designee, as applicable, including soliciting proxies in favor of the election of such Persons, at such annual meetings. (b) The ILG Board shall take all action necessary such that, effective as of the Effective Time, during such time as the Starwood Designated Directors or Replacement Starwood Designees are required to be appointed as members of the ILG Board in accordance with Section 2.05(a), at least one Starwood Designated Director or Replacement Starwood Designee, as applicable, is appointed to each of the Nominating Committee, the audit committee and the compensation committee (subject, to the extent required by the NASDAQ Marketplace Rules, qualification to serve on such Committee). (c) From and after the Effective Time, the officers of ILG and Vistana as set forth on Schedule 2.05(c) shall be the initial officers of the Surviving Corporation. Such officers shall hold office until their successors are duly appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws. (d) From and after the Effective Time, the directors of Merger Sub shall be the initial directors of the Surviving Corporation. Such directors shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

Governance Matters. (a) The ILG Board Prior to the Closing, Parent shall adopt the amendment to the Bylaws of Parent provided for in Exhibit 6.14(a) hereof and the resolutions referenced therein and shall take all action actions necessary to effect the actions contemplated therein and to make such that, amended Bylaws effective as of the Effective Time, the ILG Board shall consist of thirteen members, including four individuals selected by Starwood (the “Starwood Designated Directors”) reasonably satisfactory . Prior to the Nominating Committee of the ILG Board (the “Nominating Committee”) who shall be appointed to the ILG Board; provided that if, at any time prior to the second annual meeting of the ILG shareholders that occurs after Closing but having effect immediately following the Effective Time, any the Parent Board shall adopt a resolution to fix the number of directors that will comprise the full Board of Directors of Parent immediately following the Effective Time to be nine, having three classes of three directors each. Of the members of the Starwood Designated Board of Directors is unable or unwilling to serve or is otherwise no longer serving as a member of Parent immediately following the Effective Time, four shall be Parent directors designated by Parent, and four shall be directors of the ILG Company designated by the Company, and one shall be the Chairman and Chief Executive Officer of the Company. With respect to the persons to be appointed pursuant to the preceding sentence, the Parent Board shall prior to the Closing take all action necessary to cause one Company Continuing Director to be appointed to be a Class I Director of the Parent Board, then Starwood shall select one Company Continuing Director to be appointed to be a replacement individual reasonably satisfactory to the Nominating Committee (a “Replacement Starwood Designee”) to fill the vacancy created thereby. Each Class III Director of the Starwood Designated Parent Board, two Company Continuing Directors shall qualify as an “independent director”, as such term is defined in NASDAQ Equity Rule 5605(a)(2) and at least one to be appointed to be Class II Directors of the Starwood Designated Directors Parent Board and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to be appointed to be a Class I Director of the Parent Board. Prior to Closing, Parent shall meet obtain all resignations of directors necessary to implement the minimum requirements terms of the foregoing sentences. No other directors or employees of Parent or the Company shall be designated to serve on the audit committee Board of Directors of Parent at the Effective Time. Each of Parent and the Company will ensure that at least three of the ILG Board under directors designated by it shall be independent for purposes of the NASDAQ Marketplace Rulesrules and regulations of the NYSE. In addition, ILG shall cause each such Starwood Designated Director or Replacement Starwood Designee, as applicable, All of the persons designated by the Company to be included in the slate directors of nominees recommended Parent shall be appointed by the ILG Board Parent to ILG’s shareholders for election as directors at the next two annual meetings of ILG shareholders to occur assume office immediately following the Effective Time and shall use commercially reasonable efforts to cause the election of each such Starwood Designated Director or Replacement Starwood Designee, as applicable, including soliciting proxies in favor of the election of such Persons, at such annual meetingsTime. (b) The ILG For purposes of this Agreement, (i) “Continuing Parent Directors” shall mean the directors of Parent who were selected by the Board of Directors of Parent prior to the Closing to be directors of Parent immediately following the Effective Time pursuant to Section 6.14(a) and their successors designated by a majority of the Continuing Parent Directors, (ii) “Continuing Company Directors” shall take all action necessary such thatmean the directors of Parent who were selected by the Board of Directors of the Company, prior to the Closing, to be directors of Parent immediately following the Effective Time pursuant to Section 6.14(a) and their successors designated by a majority of the Continuing Company Directors, but shall not include ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Prior to the Closing, Parent shall by resolution of the Parent Board reconstitute its committees of the Parent Board, effective as of immediately following the Effective Time, during with (x) each such time as committee being comprised of four directors, with two of such members being Continuing Parent Directors and two of such members being Continuing Company Directors, and (y) the Starwood Designated Directors or Replacement Starwood Designees are required to be appointed as members Chairmen of the ILG Board in accordance with Section 2.05(a), at least one Starwood Designated Director or Replacement Starwood Designee, as applicable, is appointed to each Compensation Committee and Nominating and Governance Committee being Continuing Parent Directors and the Chairmen of the Nominating Committee, the audit committee Audit Committee and the compensation committee (subject, to the extent required by the NASDAQ Marketplace Rules, qualification to serve on such Committee). (c) From and after the Effective Time, the officers of ILG and Vistana as set forth on Schedule 2.05(c) Environmental Committee shall be the initial officers of the Surviving Corporation. Such officers shall hold office until their successors are duly appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawsContinuing Company Directors. (d) From and after the Effective Time, the directors of Merger Sub shall be the initial directors of the Surviving Corporation. Such directors shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

Governance Matters. (a) The ILG To the extent that such director representation is consistent with receipt of the Noncontrol Determinations, Parent shall, and shall cause the Board shall of Directors of Parent to, take all necessary action necessary such thatto cause (i) one individual designated by the Company (the “Company New Board Designee”) and (ii) two individuals designated by TD Bank (each, effective a “TD New Board Designee” and, together with the Company New Board Designee, the “New Board Designees”)) to be appointed to the Board of Directors of Parent as of the Effective Time, including, to the ILG extent necessary, by increasing the size of the Board of Directors of Parent and appointing the New Board Designees to fill the resulting vacancies. Subject to ‎Section 8.10(b), (i) the Company New Board Designee shall consist be ▇▇▇▇ ▇▇▇▇▇▇▇▇ and (ii) the TD New Board Designees shall be designated by TD Bank prior to the Closing. (b) Each of thirteen membersthe New Board Designees shall meet (i) the director qualification and eligibility criteria of the Nominating and Corporate Governance Committee of the Board of Directors of Parent and (ii) any applicable requirements or standards that may be imposed by a Regulatory Agency for service on the Board of Directors of Parent, including four individuals selected by Starwood (the “Starwood Designated Directors”) and shall otherwise be reasonably satisfactory acceptable to the Nominating and Corporate Governance Committee of the ILG Board of Directors of Parent (collectively, the “Nominating CommitteeEligibility Criteria”) who shall be appointed to ). If the ILG Board; provided that if, at any time Board of Directors of Parent determines prior to the second Effective Time, after consultation in good faith with the Company or TD Bank, as applicable, that any New Board Designee designated by such Person does not meet the Eligibility Criteria or any New Board Designee is unwilling or unable to serve on the Board of Directors of Parent commencing on the Closing Date, the Company or TD Bank, as applicable, may propose another individual as a New Board Designee, who must satisfy the Eligibility Criteria. Parent acknowledges and agrees that, as of the date hereof, it does not know of any reason why the New Board Designees set forth in ‎Section 8.10(a) would not satisfy the Eligibility Criteria as in effect as of the date hereof. (c) At the direction of Parent, (i) one New Board Designee selected by Parent shall be assigned to the class of directors whose term expires at the first annual meeting of the ILG shareholders Parent’s stockholders that occurs after the Effective Time, any of the Starwood Designated Directors is unable or unwilling to serve or is otherwise no longer serving as a member of the ILG Board, then Starwood (ii) one New Board Designee selected by Parent shall select a replacement individual reasonably satisfactory be assigned to the Nominating Committee (a “Replacement Starwood Designee”) to fill the vacancy created thereby. Each class of the Starwood Designated Directors shall qualify as an “independent director”, as such directors whose term is defined in NASDAQ Equity Rule 5605(a)(2) and at least one of the Starwood Designated Directors shall meet the minimum requirements to serve on the audit committee of the ILG Board under the NASDAQ Marketplace Rules. In addition, ILG shall cause each such Starwood Designated Director or Replacement Starwood Designee, as applicable, to be included in the slate of nominees recommended by the ILG Board to ILG’s shareholders for election as directors expires at the next two second annual meetings meeting of ILG shareholders to occur following Parent’s stockholders that occurs after the Effective Time and (iii) one New Board Designee selected by Parent shall use commercially reasonable efforts to cause the election of each such Starwood Designated Director or Replacement Starwood Designee, as applicable, including soliciting proxies in favor of the election of such Persons, at such annual meetings. (b) The ILG Board shall take all action necessary such that, effective as of the Effective Time, during such time as the Starwood Designated Directors or Replacement Starwood Designees are required to be appointed as members of the ILG Board in accordance with Section 2.05(a), at least one Starwood Designated Director or Replacement Starwood Designee, as applicable, is appointed to each of the Nominating Committee, the audit committee and the compensation committee (subject, assigned to the extent required by class of directors whose term expires at the NASDAQ Marketplace Rules, qualification to serve on such Committee). (c) From and third annual meeting of Parent’s stockholders that occurs after the Effective Time, the officers of ILG and Vistana as set forth on Schedule 2.05(c) shall be the initial officers of the Surviving Corporation. Such officers shall hold office until their successors are duly appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws. (d) From and after the Effective Time, the directors of Merger Sub shall be the initial directors of the Surviving Corporation. Such directors shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

Governance Matters. (a) The ILG Board shall take all action necessary such that, effective as of Immediately following the Effective Time, Parent shall cause the ILG Board shall board of directors of Parent to consist of thirteen nine members and shall cause the board of directors of the Surviving Bank to consist of nine members. To the extent permitted by applicable law, including four individuals Parent will cause each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and a fourth person to be selected by Starwood the Shareholder Representative prior to the Effective Time (the “Starwood Designated DirectorsBank Nominees”) reasonably satisfactory to be elected or appointed as directors of Parent and the Nominating Committee of the ILG Board (the “Nominating Committee”) who shall be appointed to the ILG Board; provided that if, at any time prior to the second annual meeting of the ILG shareholders that occurs Surviving Bank immediately after the Effective Time, any . (b) So long as the former shareholders of the Starwood Designated Directors is unable or unwilling to serve or is otherwise no longer serving as a member Bank own, in the aggregate, at least 20% of the ILG Boardfully diluted outstanding shares of Parent Stock, then Starwood Parent’s and the Surviving Bank’s governance and nominating committees (or any other committee exercising a similar function) shall select a replacement individual reasonably satisfactory recommend to the Nominating Committee (a “Replacement Starwood Designee”) to fill board of directors of Parent and the vacancy created thereby. Each board of directors of the Starwood Designated Directors shall qualify as an “independent director”Surviving Bank, as such term is defined in NASDAQ Equity Rule 5605(a)(2) and at least one of the Starwood Designated Directors shall meet the minimum requirements to serve on the audit committee of the ILG Board under the NASDAQ Marketplace Rules. In additioncase may be, ILG shall cause each such Starwood Designated Director or Replacement Starwood Designee, as applicable, to that four Bank Nominees be included in the slate of nominees recommended by the ILG Board board of directors of Parent or the Surviving Bank, as the case may be, to ILG’s the shareholders of Parent or Surviving Bank, as the case may be, for election as directors a director at each annual meeting of shareholders of Parent or the next two annual meetings of ILG shareholders to occur following the Effective Time and shall use commercially reasonable efforts to cause the election of each such Starwood Designated Director or Replacement Starwood DesigneeSurviving Bank, as applicable, including soliciting proxies in favor of the election of such Personscase may be, at which such annual meetings. (b) The ILG Board shall take all action necessary such that, effective as of the Effective Time, during such time as the Starwood Designated Directors or Replacement Starwood Designees are required to be appointed as members of the ILG Board in accordance with Section 2.05(a), at least one Starwood Designated Director or Replacement Starwood Designee, as applicable, is appointed to each of the Nominating Committee, the audit committee and the compensation committee (subject, to the extent required by the NASDAQ Marketplace Rules, qualification to serve on such Committee)person’s term expires. (c) From and after If any of the Effective TimeBank Nominees shall cease to serve as a director for any reason, the officers board of ILG directors of each of Parent and Vistana the Surviving Bank will use its commercially reasonable efforts to take all action required to fill the vacancy resulting therefrom with a person designated by the Shareholder Representative, subject to satisfaction of all legal and governance requirements regarding service as set forth on Schedule 2.05(c) a director of Parent or the Surviving Bank. Upon becoming a director, such person shall be the initial officers treated as a Bank Nominee for purposes of the Surviving Corporation. Such officers shall hold office until their successors are duly appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawsthis Agreement. (d) From and after So long as at least one Bank Nominee serves on the Effective Time, the board of directors of Merger Sub shall be Parent or the initial Surviving Bank, each committee of the board of directors of Parent or the Surviving Corporation. Such directors Bank, respectively, shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance include at least one Bank Nominee (with the Surviving Corporation’s certificate exception of incorporation and bylawsthe audit committee).

Governance Matters. (a) The ILG Parent shall procure that the Parent Board shall take all action necessary such that, effective as of the Effective Time, the ILG Parent Board shall consist of thirteen membersten (10) individuals, including four two (2) individuals selected by Starwood the Company (the “Starwood Company Designated Directors”) that meet the requirements under the rules and regulations of NASDAQ to be considered independent directors on the Parent Board and who are reasonably satisfactory acceptable to Parent, taking into account their skills and background and the Nominating Committee composition and diversity of the ILG Board (the “Nominating Committee”) who shall be appointed to the ILG Parent Board; provided that if, at any time prior to the second annual meeting of the ILG Parent shareholders that occurs after the Effective Time, any of the Starwood Company Designated Directors is unable or unwilling to serve or is otherwise no longer serving as a member of the ILG Parent Board, then Starwood the Company shall select a replacement individual who shall be reasonably satisfactory acceptable to and approved by a majority of the Nominating Governance Committee of the Parent Board, taking into account the background and skills of such individual and the composition and diversity of the Parent Board (a “Replacement Starwood Company Designee”) to fill the vacancy created thereby. Each of the Starwood The two (2) Company Designated Directors shall qualify as an “independent director”, as such term is defined will be placed in NASDAQ Equity Rule 5605(a)(2) and at least one of the Starwood Designated Directors shall meet the minimum requirements to serve different classes on the audit committee of the ILG Board under the NASDAQ Marketplace RulesParent Board. In addition, ILG Parent shall cause each such Starwood Company Designated Director or Replacement Starwood Company Designee, as applicable, who is in the class of directors whose term is expiring at either the first annual meeting or second annual meeting of Parent shareholders to occur following the Effective Time, as applicable, to be included in the slate of nominees recommended by the ILG Parent Board to ILGParent’s shareholders for election as directors at the next two such annual meetings of ILG shareholders to occur following the Effective Time meeting, and shall use commercially reasonable no less rigorous efforts to cause the election of each such Starwood Company Designated Director or Replacement Starwood Company Designee, as applicable, including soliciting proxies in favor of the election of such PersonsPersons at such annual meetings, than the manner in which Parent supports all other nominees who are nominated by the Parent Board for election at such annual meetings. (b) The ILG Board shall take all action necessary such that, effective as committee assignments of the Parent Board from and after the Effective Time, during such time as the Starwood Designated Directors or Replacement Starwood Designees are required to be appointed as members Time of the ILG Board in accordance with Section 2.05(a), at least one Starwood each Company Designated Director or Replacement Starwood Designee, as applicable, is appointed to each Company Designee shall be determined by the Governance Committee of the Nominating Committee, the audit committee and the compensation committee (subject, to the extent required by the NASDAQ Marketplace Rules, qualification to serve on such Committee)Parent Board. (c) From and after the Effective Time, the officers of ILG and Vistana as set forth on Schedule 2.05(c) shall be the initial officers of the Surviving Corporation. Such officers shall hold office until their successors are duly appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws. (d) From and after the Effective Time, the directors of Merger Sub shall be the initial directors of the Surviving Corporation. Such directors shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

Governance Matters. (a) The ILG Company shall cause the Board shall take all action necessary such thatof Directors to consist of seven directors immediately following the Rights Offering Closing, effective including (i) the Initial Sponsor Designee (as defined below), (ii) three additional designees selected by Sponsor, (iii) the Company’s Chief Executive Officer at the time of the Rights Offering Closing, and (iv) two independent directors reasonably acceptable to the Sponsor and reasonably acceptable to the Company which independent directors may but are not required to be members of the Board of Directors as of the Effective Time, the ILG Board shall consist of thirteen members, including four individuals date hereof (with such independent directors being selected by Starwood (the “Starwood Designated Directors”) reasonably satisfactory to the Nominating Committee members of the ILG Board (of Directors not designated by the “Nominating Committee”) who shall Sponsor or a committee of such directors), and take all requisite corporate action to cause such Board Representatives designated to be elected or appointed to the ILG Board; provided Board of Directors by the Sponsor to be approved by not less than that ifnumber of members of its current Board of Directors such that no Default, at any time prior Event of Default or “change-in-control” or similar concept shall be deemed to occur as a result of the election or appointment of the Board Representatives to the second annual meeting Board of Directors. Promptly after the date hereof, the Sponsor shall submit to the Company the name of the ILG shareholders individual that occurs it is designating as the “Initial Sponsor Designee”, together with the information required to be disclosed regarding such individual pursuant to Rule 14f-1 under the Exchange Act. Within 30 days after the Effective Timedate hereof, any of the Starwood Designated Directors is unable or unwilling to serve or is otherwise no longer serving as a member of the ILG Board, then Starwood Sponsor shall select a replacement individual reasonably satisfactory submit to the Nominating Committee (a “Replacement Starwood Designee”) Company the identities of its additional Board Representatives to fill be appointed pursuant to this Section, together with the vacancy created therebyinformation regarding such Board Representatives required to be disclosed pursuant to Rule 14f-1 under the Exchange Act. Each of The parties shall use their reasonable best efforts to agree on the Starwood Designated Directors shall qualify as an “independent director”, as such term is defined in NASDAQ Equity Rule 5605(a)(2) and at least one of the Starwood Designated Directors shall meet the minimum requirements directors to serve on the audit committee Board of Directors, which the parties hereto undertake to accomplish as promptly as practicable. The Company shall take all actions required by Law and the Company’s Organizational Documents to (x) effectuate the appointment of the ILG Board under Initial Sponsor Designee as promptly as practicable (and in any event not later than the NASDAQ Marketplace Rules. In addition, ILG shall cause each such Starwood Designated Director or Replacement Starwood Designee, 15th Business Day) after identification of the individual being designated to serve as applicable, to be included the Initial Sponsor Designee and (y) effectuate the appointment of the remaining directors identified in clause (ii) of the slate first sentence of nominees recommended by the ILG Board to ILG’s shareholders for election as directors at the next two annual meetings of ILG shareholders to occur Section 5.6(a) immediately following the Effective Time and shall use commercially reasonable efforts to cause the election of each such Starwood Designated Director or Replacement Starwood Designee, as applicable, including soliciting proxies in favor of the election of such Persons, at such annual meetingsRights Offering Closing. (b) The ILG Board shall take all action necessary such that, effective as Company’s obligations to cause the election or appointment of the Effective TimeSponsor’s designees to the Board of Directors shall be subject to, during (i) for each director, (x) any applicable requirements of Section 14(f) of the Exchange Act and Rule 14f-1 thereunder and (y) the requirement that such time as designee be reasonably acceptable to the Starwood Designated Corporate Governance Committee of the Board of Directors or Replacement Starwood Designees are required and (ii) with respect to the directors to be appointed as members immediately following the Rights Offering Closing, the requirement that at least two designees of the ILG Board in accordance Sponsor satisfy the NYSE requirements for director independence (it being agreed that the Initial Sponsor Designee may constitute one of the designees satisfying such requirement) (with it being understood and agreed that if any designee is not to be elected or appointed for any of the foregoing reasons, the Company shall give prompt written notice to the Sponsor of such determination and the Sponsor shall be entitled to designate a replacement therefor). Subject to Section 2.05(a5.6(a), at least one Starwood Designated Director or Replacement Starwood Designee, as applicable, is appointed the Company shall promptly take all actions required pursuant to each of the Nominating Committeesuch Section and Rule in order to fulfill its obligations under this Section 5.6. Subject to Section 5.6(a), the audit committee and the compensation committee (subject, Sponsor shall promptly supply to the extent Company any information with respect to itself and its officers, directors and Affiliates required by the NASDAQ Marketplace Rules, qualification to serve on such Committee)Section and Rule. (c) From and after the Effective TimeEach Board member, the officers of ILG and Vistana as set forth on Schedule 2.05(c) including each Board Representative, shall be paid the initial officers same compensation and fees (whether payable in cash, equity or any combination thereof) and shall be entitled to the same indemnification in connection with his or her role as a director as the other members of the Surviving CorporationBoard of Directors, and be entitled to reimbursement for documented, reasonable out of pocket expenses incurred in attending meetings of the Board of Directors or any committee thereof. Such officers The Company shall hold office until their successors are duly appointed notify each Board member, including each Board Representative, of all regular meetings and qualifiedspecial meetings of the Board of Directors and of all regular and special meetings of any committee of the Board of Directors of which such Board member, or until their earlier deathincluding each Board Representative, resignation or removal is a member in accordance with the Surviving CorporationCompany’s certificate bylaws. The Company shall provide each Board member, including each Board Representative, with copies of incorporation all notices, minutes, consents and bylawsother material that it provides to all other members of the Board of Directors concurrently as such materials are provided to the other members. (d) From and after Immediately following the Effective TimeRights Offering Closing (or immediately following the appointment of the Initial Sponsor Designee, in the case of the appointment of the Initial Sponsor Designee), the directors Company shall enter into a customary director indemnification agreement with each Board member, including each Board Representative, in a form reasonably acceptable to the Company and the Sponsor. (e) For purposes of Merger Sub shall be this Agreement, “Board Representative” means any person designated by the initial directors Sponsor to serve on the Board of the Surviving Corporation. Such directors shall serve until their successors have been duly elected or appointed Directors pursuant to Section 5.6(a) and qualified or until their earlier death, resignation or removal in accordance with all legal requirements regarding service and election or appointment as a director of the Surviving Corporation’s certificate of incorporation and bylawsCompany set forth in Section 5.6(b).

Governance Matters. The Parties shall take all steps (including passing all resolutions) necessary to implement the governance matters set out in Schedule F, including by providing any information required by Law for inclusion in the Joint Circular in a timely manner. In connection with the implementation of such governance matters and conditional upon the Effective Time having occurred: (a) The ILG Board shall take all action necessary such that, effective as of prior to the Effective Date and with effect at the Effective Time, Agnico shall: (i) fix the ILG number of directors of the Agnico Board shall consist as set out in Schedule F; (ii) cause the directors of thirteen membersAgnico that will not continue as an Agnico director following the Effective Time to deliver a resignation from the Agnico Board and an unconditional and irrevocable release of all claims he or she may have against Agnico and its Subsidiaries in his or her capacity as a director (without prejudice to any rights such outgoing director may have under any indemnity or policy of directors’ and officers’ insurance), including four individuals selected by Starwood (the “Starwood Designated Directors”) reasonably in each case, in form and substance satisfactory to the Nominating Committee Agnico, acting reasonably, and in accordance with Agnico’s Constating Documents and Laws; and (iii) subject to such director being qualified and eligible to act as a director under Law and Agnico receiving a consent to act as a director of the ILG Board (Agnico Board, cause each of the “Nominating Committee”) who shall incoming directors of K▇▇▇▇▇▇▇ to be appointed to the ILG BoardAgnico Board in accordance with Schedule F; provided that if, at any time and (b) prior to the second annual meeting of the ILG shareholders that occurs after Effective Date and with effect at the Effective Time, K▇▇▇▇▇▇▇ shall: (i) cause each director of K▇▇▇▇▇▇▇ and of each Subsidiary of K▇▇▇▇▇▇▇ (other than any directors which Agnico and K▇▇▇▇▇▇▇ may agree in writing will continue to be directors on any such boards) to deliver a resignation from such boards and an unconditional and irrevocable release of the Starwood Designated Directors is unable all claims he or unwilling to serve she may have against K▇▇▇▇▇▇▇, Agnico or is otherwise no longer serving their respective Subsidiaries in his or her capacity as a member director (without prejudice to any rights such outgoing director may have under any indemnity or policy of the ILG Board, then Starwood shall select a replacement individual reasonably satisfactory to the Nominating Committee (a “Replacement Starwood Designee”) to fill the vacancy created thereby. Each of the Starwood Designated Directors shall qualify as an “independent director”, as such term is defined in NASDAQ Equity Rule 5605(a)(2) directors’ and at least one of the Starwood Designated Directors shall meet the minimum requirements to serve on the audit committee of the ILG Board under the NASDAQ Marketplace Rules. In addition, ILG shall cause each such Starwood Designated Director or Replacement Starwood Designee, as applicable, officers’ insurance policy required to be included in the slate of nominees recommended by the ILG Board to ILG’s shareholders for election as directors at the next two annual meetings of ILG shareholders to occur maintained following the Effective Time and shall use commercially reasonable efforts pursuant to cause the election of each such Starwood Designated Director or Replacement Starwood Designee, as applicable, including soliciting proxies in favor of the election of such Persons, at such annual meetings. (b) The ILG Board shall take all action necessary such that, effective as of the Effective Time, during such time as the Starwood Designated Directors or Replacement Starwood Designees are required to be appointed as members of the ILG Board in accordance with Section 2.05(athis Agreement), at least one Starwood Designated Director or Replacement Starwood Designeein each case, as applicablein form and substance satisfactory to Agnico and K▇▇▇▇▇▇▇, is appointed to each of the Nominating Committeeacting reasonably, the audit committee and the compensation committee (subject, to the extent required by the NASDAQ Marketplace Rules, qualification to serve on such Committee). (c) From and after the Effective Time, the officers of ILG and Vistana as set forth on Schedule 2.05(c) shall be the initial officers of the Surviving Corporation. Such officers shall hold office until their successors are duly appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate applicable Constating Documents of incorporation K▇▇▇▇▇▇▇ and bylaws. its Subsidiaries and Laws; and (dii) From subject to such director being qualified and after eligible to act as a director under Law and K▇▇▇▇▇▇▇ receiving a consent to act as a director, if applicable, appoint or cause to be appointed to the Effective Time, the directors of Merger Sub shall be the initial directors K▇▇▇▇▇▇▇ Board and each of the Surviving Corporation. Such respective boards of directors shall serve until their successors have been duly elected (or appointed and qualified or until their earlier deathequivalent governing bodies) of each Subsidiary of K▇▇▇▇▇▇▇, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawseach person designated by Agnico.

Governance Matters. (a) The ILG Board DPSG shall take all necessary action to cause, including procuring any necessary such thatresignations of directors, effective as of at the Effective Time, (a) the ILG DPSG Board shall consist to be comprised of thirteen memberstwelve (12) directors and (b) the DPSG Board to be comprised of (i) eight (8) directors identified by Maple Parent, including four individuals selected (ii) two (2) directors identified by Starwood DPSG (collectively, the “Starwood Designated Continuing Directors”) reasonably satisfactory to the Nominating Committee of the ILG Board and (the “Nominating Committee”iii) two (2) directors mutually agreed upon by Maple Parent and DPSG who shall be appointed to “independent” under NYSE Listed Company Manual Rule 303A.02 and Rule 10A-3 promulgated under the ILG Board; provided that ifExchange Act. From and after the Effective Time, at any time until the earlier of the day immediately prior to the second annual meeting of the ILG shareholders that occurs after the Effective Time, any stockholders of the Starwood Designated Directors is unable Surviving Corporation following the Closing or unwilling such time as a Continuing Director informs DPSG in writing that he or she no longer wishes to serve or is otherwise no longer serving as a member of the ILG BoardContinuing Director (in each such case, then Starwood shall select a replacement individual reasonably satisfactory to the Nominating Committee (a “Replacement Starwood DesigneeContinuing Director Resignation”), (A) to fill the vacancy created thereby. Each of the Starwood Designated Directors shall qualify as an “independent director”, as such term is defined in NASDAQ Equity Rule 5605(a)(2) and at least one of the Starwood Designated Directors shall meet the minimum requirements to serve on the audit committee of the ILG Board under the NASDAQ Marketplace Rules. In addition, ILG DPSG shall cause each such Starwood Designated Continuing Director or Replacement Starwood Designee, as applicable, to be included in the management’s slate of nominees recommended by for the ILG Board election of directors of DPSG at each meeting of DPSG stockholders at which directors are to ILG’s shareholders for election as directors at the next two annual meetings of ILG shareholders to occur following the Effective Time be elected and (B) shall use commercially its reasonable best efforts to cause the election of each applicable Continuing Director to the DPSG Board at each such Starwood Designated Director or Replacement Starwood Designee, as applicablemeeting, including soliciting proxies by recommending that the DPSG stockholders vote in favor of the election of each such PersonsContinuing Director, at soliciting proxies in respect thereof and otherwise supporting each such annual meetings. Continuing Director for election in a manner no less rigorous and favorable than the manner in which DPSG supports its other nominees. From and after the receipt of a Continuing Director Resignation, the obligations in subsections (bA) The ILG Board shall take all action necessary such and (B) of the immediately preceding sentence will continue; provided that, effective the reference in the immediately preceding sentence to the Continuing Director who has delivered such Continuing Director Resignation (or both Continuing Directors to the extent both Continuing Directors have delivered a Continuing Director Resignation) shall be a reference to an Independent Director selected by the members of the DPSG Board who are Independent Directors. For purposes of this Agreement, an “Independent Director” is a Person (x) who qualifies as an “Independent Director” as defined in the NYSE Listed Company Manual or who qualifies as “independent” under the applicable rules and regulations of any other national securities exchange on which the Equity Interests of DPSG are publicly traded after the date hereof, and (y) is not an Affiliate of, employed by, or otherwise lacking in independence from, JAB, Mondelēz or any of their respective Affiliates. For the avoidance of doubt, in no event, following the Effective Time, during such time as will the Starwood Designated DPSG Board be comprised of less than two members who are either Continuing Directors or Replacement Starwood Designees are required Independent Directors. In no event shall DPSG, prior to be appointed as members June 18, 2018, call, give notice of, convene or hold, an annual meeting of its stockholders for purposes of electing directors or any other business other than the ILG Board in accordance with Section 2.05(a), at least one Starwood Designated Director or Replacement Starwood Designee, as applicable, is appointed to each Transactions contemplated by this Agreement (but for the avoidance of the Nominating Committeedoubt, the audit committee election of directors and other business may be among the compensation committee (subject, to proposals at the extent required by the NASDAQ Marketplace Rules, qualification to serve on such CommitteeDPSG Stockholders Meeting). (c) From and after the Effective Time, the officers of ILG and Vistana as set forth on Schedule 2.05(c) shall be the initial officers of the Surviving Corporation. Such officers shall hold office until their successors are duly appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws. (d) From and after the Effective Time, the directors of Merger Sub shall be the initial directors of the Surviving Corporation. Such directors shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

Governance Matters. (a) The ILG Board shall take all action necessary such the fact that, effective as of at the Effective Time, four Berry directors to be designated by the ILG Berry Board shall consist of thirteen members, including four individuals selected and approved by Starwood (the “Starwood Designated Directors”) reasonably satisfactory to the Nominating Committee of the ILG Amcor Board (the “Nominating Committee”such approval not to be unreasonably withheld, conditioned or delayed) who shall would be appointed to the ILG Boardboard of directors of the combined company (who shall qualify as “independent” under the listing rules of NYSE, the applicable rules of the SEC and the published guidance of both Institutional Shareholder Services and Glass Lewis & Co. and have the requisite skill set, background and professional expertise, including taking into account the skill set, background and professional expertise of the other members of the Amcor Board at such time), which will allow for oversight of and input into the strategy of the combined company and will provide helpful continuity in advancing the combined company’s strategic goals; provided and • the fact that ifthe Berry Board consists of a majority of independent directors who carefully reviewed the Merger with the assistance of Berry’s management and outside legal and financial advisors, at any time and also took into consideration the financial expertise and prior industry experience of a number of directors. The Berry Board weighed these advantages and opportunities against a number of risks, uncertainties and other potentially negative factors in its deliberations concerning the Merger Agreement and the Merger, including (and which are not necessarily presented in order of relative importance): • that the Exchange Ratio would not be adjusted to compensate for changes in the price of Amcor Ordinary Shares prior to the second annual meeting consummation of the ILG shareholders that occurs after Merger, which may result in Berry Stockholders receiving merger consideration at the Effective Time, any consummation of the Starwood Designated Directors Merger with a lower market value than such merger consideration had at the announcement of the Merger. The Berry Board determined that the Exchange Ratio on the basis of which Amcor Ordinary Shares would be issued was appropriate and that the risks were acceptable in view of the relative historical trading values and financial performance of Berry and Amcor; • that the combined company may be unable to realize the anticipated synergies, operating results or commercial success; • the risks associated with Berry Stockholders holding a minority position in the combined company (approximately 37%), which may reduce the influence that the directors designated by Berry and Berry Stockholders will have on the management of the combined company; • the risk that the combined company’s financial performance may not meet Berry’s expectations; • the terms of the Merger Agreement that restrict Berry’s ability to solicit alternative acquisition proposals and to provide information to, or engage in discussions with, a third party interested in pursuing an alternative acquisition proposal, subject to certain exceptions, as further discussed in “The Merger Agreement — No Solicitation”; • certain provisions of the Merger Agreement, although reciprocal, may have the effect of discouraging alternative transaction proposals involving Berry; • the possibility that governmental authorities might seek to require certain actions of Berry or Amcor or impose certain terms, conditions or limitations on Berry’s or Amcor’s businesses in connection with granting approval of the Merger or might otherwise seek to prevent or delay the Merger, including the risk that governmental authorities might seek an injunction or order in court; • the potential for diversion of management attention and employee attrition from the possible effects of the announcement and pendency of the Merger and the potential effects on customers, clients, employees, vendors, strategic partners and business relationships; • the amount of time for completion of the Merger, including (1) for obtaining required regulatory approvals and (2) that completion of the Merger depends on factors outside of Berry’s control, and the risk that the pendency of the Merger for an extended period of time could have an adverse impact on Berry and Amcor, including their respective business relationships, business operations and financial results; • the interim operating covenants in the Merger Agreement that restrict Berry’s ability to operate its business and engage in and pursue certain business opportunities or strategic initiatives that may arise before the completion of the Merger, including the requirement that Berry use reasonable best efforts to carry on its business in all material respects in the ordinary course of business consistent with past practice; • that there can be no assurance that all conditions to the obligations of Berry or Amcor to the consummation of the Merger will be satisfied or waived even if the Berry Merger Proposal is unable or unwilling approved by Berry Stockholders; • the possibility of non-consummation of the Merger and the potential consequences of non- consummation, including the potential negative impacts on Berry, its business and the trading price of Berry Common Stock; • the difficulty and costs inherent in completing the Merger and integrating large businesses, operations and workforces and the risk that the potential synergies, and other benefits expected to serve or is otherwise no longer serving be obtained as a member result of the ILG BoardMerger might not be fully or timely realized; • the risk that, then Starwood shall select a replacement individual reasonably satisfactory despite the retention efforts of Berry and Amcor prior to the Nominating Committee (a “Replacement Starwood Designee”) to fill the vacancy created thereby. Each consummation of the Starwood Designated Directors shall qualify as an “independent director”merger, the combined company may not retain key personnel or there may be key employee attrition; • the obligation of Berry to pay Amcor by way of compensation a termination payment of $260 million upon termination of the Merger Agreement under specified circumstances, as such term is defined further discussed in NASDAQ Equity Rule 5605(a)(2) and at least one “The Merger Agreement — Termination of the Starwood Designated Directors shall meet the minimum requirements to serve on the audit committee of the ILG Board under the NASDAQ Marketplace Rules. In addition, ILG shall cause each such Starwood Designated Director or Replacement Starwood Designee, as applicable, to be included in the slate of nominees recommended by the ILG Board to ILG’s shareholders for election as directors at the next two annual meetings of ILG shareholders to occur following the Effective Time Merger Agreement” and shall use commercially reasonable efforts to cause the election of each such Starwood Designated Director or Replacement Starwood Designee, as applicable, including soliciting proxies in favor of the election of such Persons, at such annual meetings. (b) “The ILG Board shall take all action necessary such that, effective as of the Effective Time, during such time as the Starwood Designated Directors or Replacement Starwood Designees are required to be appointed as members of the ILG Board in accordance with Section 2.05(a), at least one Starwood Designated Director or Replacement Starwood Designee, as applicable, is appointed to each of the Nominating Committee, the audit committee and the compensation committee (subject, to the extent required by the NASDAQ Marketplace Rules, qualification to serve on such Committee). (c) From and after the Effective Time, the officers of ILG and Vistana as set forth on Schedule 2.05(c) shall be the initial officers of the Surviving Corporation. Such officers shall hold office until their successors are duly appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws. (d) From and after the Effective Time, the directors of Merger Sub shall be the initial directors of the Surviving Corporation. Such directors shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.Merger

Governance Matters. (a) The ILG 8.1 Synacor Board of Directors. Immediately following the Effective Time, Synacor shall take all such action necessary such that, effective as to cause the authorized number of directors of the Synacor Board to be set at seven (7). Immediately following the Effective Time, the ILG Synacor Board shall consist of thirteen members, including be constituted as follows: (i) four individuals selected by Starwood (the “Starwood Designated Directors”4) reasonably satisfactory to the Nominating Committee of the ILG Board (the “Nominating Committee”) members who shall be appointed to designated by Synacor and shall be members of the ILG Board; provided that if, at any time Synacor Board immediately prior to the second annual meeting Effective Time (each, a “Synacor Designee”), and one (1) of whom shall be Synacor’s Chief Executive Officer, H▇▇▇▇▇ ▇▇▇▇▇, and (ii) two (2) members who shall be designated by Qumu and shall be members of the ILG shareholders that occurs after Qumu Board immediately prior to the Effective TimeTime (each, any a “Qumu Designee”). Synacor and Qumu shall reasonably cooperate to determine in which class each such Synacor Designee and each such Qumu Designee shall serve, the year in which such class is up for reelection, and the committees on which each such Synacor Designee and each such Qumu Designee shall serve; provided that, promptly following the Closing, Synacor shall use its reasonable best efforts to designate one (1) additional designee with software experience relevant to the operations of Synacor, which such designee shall be subject to the majority approval of the Starwood Designated Directors is unable or unwilling to serve or is otherwise no longer serving as a member Synacor Board (which such majority approval shall include the approval of the ILG Board, then Starwood shall select a replacement individual reasonably satisfactory to the Nominating Committee (a “Replacement Starwood Designee”) to fill the vacancy created thereby. Each of the Starwood Designated Directors shall qualify as an “independent director”, as such term is defined in NASDAQ Equity Rule 5605(a)(2) and at least one of the Starwood Designated Directors shall meet the minimum requirements to serve on the audit committee Qumu designees). For a period of the ILG Board under the NASDAQ Marketplace Rules. In addition, ILG shall cause each such Starwood Designated Director or Replacement Starwood Designee, as applicable, to be included in the slate of nominees recommended by the ILG Board to ILG’s shareholders for election as directors at the next two annual meetings of ILG shareholders to occur (2) years following the Effective Time and Closing Date, Synacor shall use its commercially reasonable efforts to cause nominate, recommend, support and solicit proxies for the election of each such Starwood Designated Director or Replacement Starwood Designeethe Qumu Designees, subject to the Qumu Designees complying with all independence standards and any similar requirements for directors of Synacor and for service on any committee of the Synacor Board to which they are appointed, as applicable, including soliciting proxies in favor of the election of such Persons, at such annual meetings. (b) The ILG Board shall take all action necessary such that, effective as of the Effective Time, during such time as the Starwood Designated Directors or Replacement Starwood Designees are required to be appointed as members of the ILG Board in accordance with Section 2.05(a), at least one Starwood Designated Director or Replacement Starwood Designee, as applicable, is appointed to each of the established by Synacor and its Corporate Governance and Nominating Committee, the audit committee Nasdaq, and the compensation committee (subject, to the extent required by the NASDAQ Marketplace Rules, qualification to serve on such Committee). (c) From and after the Effective Time, the officers of ILG and Vistana as set forth on Schedule 2.05(c) shall be the initial officers applicable provisions of the Surviving Corporation. Such officers shall hold office until their successors are duly appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawsExchange Act. (d) From and after the Effective Time, the directors of Merger Sub shall be the initial directors of the Surviving Corporation. Such directors shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

Governance Matters. (a) The ILG Parent shall cause the Parent Board shall to take all action necessary such that, effective as of the First Merger Effective Time, the ILG Parent Board shall consist of thirteen memberstwelve (12) individuals, including four (4) individuals selected by Starwood the Company (the “Starwood Company Designated Directors”) who meet the requirements under the rules and regulations of NYSE to be considered independent directors on the Parent Board and who are reasonably satisfactory acceptable to the Nominating and Corporate Governance Committee of the ILG Board (Parent Board, taking into account their skills and background and the “Nominating Committee”) who shall be appointed to composition of the ILG Parent Board; provided that until the second anniversary of the Closing, one of the Company Designated Directors may be a director, officer or employee of the Company or its Subsidiaries; provided further that if, at any time prior to the second annual meeting of the ILG shareholders Parent stockholders that occurs after the First Merger Effective Time, any of the Starwood Company Designated Directors is unable or unwilling to serve or is otherwise no longer serving as a member of the ILG Parent Board, then Starwood the Company shall select a replacement individual who meets the requirements under the rules and regulations of NYSE to be considered independent directors on the Parent Board and who shall be reasonably satisfactory acceptable to the Nominating and Corporate Governance Committee (a “Replacement Starwood Designee”) of Parent, taking into account their skills and background and the composition of the Parent Board to fill the vacancy created thereby. Each of the Starwood Designated Directors shall qualify as an “independent director”, as such term is defined in NASDAQ Equity Rule 5605(a)(2. (b) and at least one of the Starwood Designated Directors shall meet the minimum requirements to serve on the audit committee of the ILG Board under the NASDAQ Marketplace Rules. In addition, ILG Parent shall cause each such Starwood Company Designated Director or Replacement Starwood Designeereplacement Company Designated Director, as applicable, to be included in the slate of nominees recommended by the ILG Parent Board to ILGParent’s shareholders stockholders for election as directors at the next two first annual meetings meeting of ILG shareholders to occur Parent’s stockholders following the First Merger Effective Time Time, and shall use commercially reasonable the same level of efforts to cause the election of each such Starwood Company Designated Director or Replacement Starwood Designeereplacement Company Designated Director, as applicable, including soliciting proxies in favor of the election of such Persons, Persons at such annual meetings. (b) The ILG Board shall take all action necessary such that, effective as of the Effective Time, during such time as the Starwood Designated Directors or Replacement Starwood Designees are required to be appointed as members of the ILG Board in accordance with Section 2.05(a), at least one Starwood Designated Director or Replacement Starwood Designeemeeting, as applicable, is appointed to each P▇▇▇▇▇ uses in respect of the Nominating Committee, the audit committee and the compensation committee (subject, to the extent required all other nominees who are nominated by the NASDAQ Marketplace Rules, qualification to serve on Parent Board for election at such Committee)annual meeting. (c) From The Company shall provide Parent with the names of the Company Designated Directors at least one hundred and twenty (120) days prior to the Closing Date, or such other date that is mutually agreed in writing between the Parties. The committee assignments of the Parent Board from and after the First Merger Effective Time, the officers Time of ILG and Vistana as set forth on Schedule 2.05(c) each Company Designated Director shall be determined by the initial officers Nominating and Corporate Governance Committee of the Surviving Corporation. Such officers shall hold office until their successors are duly appointed and qualifiedParent Board, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawssubject to ‎‎Section 2.5(e). (d) From On the Closing Date, each of Parent, DutchCo and after the Effective Time, Company shall execute and deliver the directors of Merger Sub shall be the initial directors of the Surviving Corporation. Such directors shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal Stockholders Agreement in accordance with the Surviving CorporationStockholders Agreement Term Sheet set forth on Exhibit B. (e) The Parent Board shall take all necessary action to form a committee of the Parent Board as of the First Merger Effective Time (the “Corporate Integration Committee”), with a total of four members, consisting of two Company Designated Directors and two Parent Board Designees, which shall initially be the Chairman of the Parent Board and the lead independent director of the Parent Board. The chair of the Corporate Integration Committee shall initially be the Chairman of the Parent Board, and in the event the Chairman of the Parent Board is no longer a member of the Corporate Integration Committee, such Parent Board Designee as Parent selects. The Corporate Integration Committee shall be delegated the authority of the Parent Board to assess the Parent governing documents, the structure of the Parent Voting Common Stock and Parent Non-Voting Common Stock, including consideration of whether it would be in the best interests of Parent to seek to alter the capital structure to provide for one class of voting common stock, and the other elements of Parent’s certificate corporate governance profile (including the ten percent (10%) voting cap set forth in the current Parent Charter). The Corporate Integration Committee shall evaluate potential methods of incorporation implementing any recommended changes, and bylawsshall make a recommendation to the Parent Board and the Nominating and Corporate Governance Committee of the Parent Board, as applicable, whether to pursue any such action within twelve (12) months following the Closing. Any such recommendation shall be subject to evaluation and approval by the full Parent Board. The Parent Board shall not make any changes to the composition or authority of the Corporate Integration Committee prior to twelve (12) months following the Closing without the prior written consent of the Company. (f) Parent agrees that, notwithstanding Parent’s rights set forth in the Parent Charter, Parent shall forbear from exercising any rights to redeem shares of Parent Common Stock from DutchCo or any of its Affiliates as a result of any such Person becoming a Substantial Stockholder (as defined in the Parent Charter) for any reason other than due to any acquisition by DutchCo or any of its Affiliates of additional shares of Parent Common Stock following the Closing (other than through stock dividends).

Governance Matters. (a) The ILG Chicago Board shall take all action necessary such that, effective as of the Effective Time, the ILG Chicago Board shall consist of thirteen ten (10) members, including four five (5) individuals selected by Starwood Houston (the “Starwood Houston Designated Directors”) who meet Chicago’s current director eligibility requirements and who are reasonably satisfactory to the Nominating Committee approved by a majority of the ILG Board (Joint Transition Committee on the “Nominating Committee”) basis of their industry and other relevant experience, one of whom is expected to be Houston’s Chief Executive Officer, who shall be appointed to the ILG Chicago Board, as well as five (5) current members of the Chicago Board, one of whom shall be Chicago’s current Chairman and Chief Executive Officer and the other four of whom shall be determined by a majority of the Joint Transition Committee on the basis of their industry and other relevant experience; provided that if, at any time prior to the second annual meeting of the ILG Chicago shareholders that occurs after the Effective Time, any of the Starwood Houston Designated Directors is unable or unwilling to serve or is otherwise no longer serving as a member of the ILG Chicago Board, then Starwood Houston shall select a replacement individual reasonably satisfactory to the Nominating Committee of the Chicago Board (a “Replacement Starwood Houston Designee”) to fill the vacancy created thereby. Each of the Starwood Houston Designated Directors shall qualify as an “independent director”, as such term is defined in NASDAQ Equity Rule 5605(a)(2) the rules and at least one regulations of the Starwood Designated Directors shall meet the minimum requirements to serve on the audit committee of the ILG Board under the NASDAQ Marketplace RulesNYSE. In addition, ILG Chicago shall cause each such Starwood Houston Designated Director or Replacement Starwood Houston Designee, as applicable, to be included in the slate of nominees recommended by the ILG Chicago Board to ILGChicago’s shareholders for election as directors at the next two annual meetings meeting of ILG Chicago shareholders to occur following the Effective Time and shall use commercially reasonable no less rigorous efforts to cause the election of each such Starwood Houston Designated Director or Replacement Starwood Houston Designee, as applicable, including soliciting proxies in favor of the election of such Persons, at such annual meetingsmeeting than the manner in which Chicago supports all other nominees. (b) The ILG Board Joint Transition Committee shall take all action necessary such that, effective as of approve the Effective Time, during such time as the Starwood Houston Designated Directors or Replacement Starwood Designees are required to be appointed as and determine the continuing members of the ILG Board in accordance with Section 2.05(a), at least one Starwood Designated Director or Replacement Starwood DesigneeChicago Board, as applicable, is appointed to each well as the initial committee assignments of the Nominating Committee, Chicago Board after the audit committee and Effective Time on the compensation committee (subject, to basis of which candidates have the extent required by the NASDAQ Marketplace Rules, qualification to serve on such Committee)most relevant applicable experience. (c) The members of the management of Chicago and ▇▇▇▇▇▇▇ following the Closing shall be determined by the Chief Executive Officer of Chicago. (d) From and after the Effective Time, the officers of ILG Chicago and Vistana ▇▇▇▇▇▇▇ as set forth on Section 2.5(b) of the Chicago Disclosure Schedule 2.05(c) shall be the initial officers of the Surviving Corporation. Such officers shall hold office until their successors are duly appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws. (de) From and after the Effective Time, the directors of Merger Sub shall be the initial directors of the Surviving Corporation. Such directors shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

Governance Matters. (a) After the Investment Closing Date, so long as the THL Investors Percentage Interest equals or exceeds 35%, the THL Investors shall be entitled to nominate and cause Georgia to appoint one individual to the Board of Directors to serve as a director (the “Board Representative”), subject to satisfaction of all legal and governance requirements regarding service as a director of Georgia, and if the THL Investors Percentage Interest is less than 35%, the THL Investors shall not have the right to nominate the Board Representative. The ILG initial Board Representative shall take all action necessary such thatbe ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, effective who shall be a member of the Compensation Committee of the Board of Directors as of the Effective Time, the ILG . The THL Investors shall also be entitled to nominate and cause Georgia to appoint replacements to fill any vacancies in such Board shall consist of thirteen members, including four individuals selected by Starwood (the “Starwood Designated Directors”) reasonably satisfactory to the Nominating Committee of the ILG Board (the “Nominating Committee”) who shall be appointed to the ILG BoardRepresentative directorship at any time; provided that if, at any time prior such nominee shall be reasonably acceptable to the second annual meeting Chairman of the ILG shareholders Georgia, it being understood that occurs after the Effective Timesuch acceptance shall be based on factors such as affiliation, any of the Starwood Designated Directors is unable or unwilling to serve or is otherwise no longer serving as a member of the ILG Board, then Starwood knowledge and experience and shall select a replacement individual reasonably satisfactory to the Nominating Committee (a “Replacement Starwood Designee”) to fill the vacancy created thereby. Each of the Starwood Designated Directors shall qualify as an “independent director”, as such term is defined in NASDAQ Equity Rule 5605(a)(2) and at least one of the Starwood Designated Directors shall meet the minimum requirements to serve on the audit committee of the ILG Board under the NASDAQ Marketplace Rulesnot be unreasonably withheld. In addition, ILG Georgia agrees that the Board Representative shall cause each be entitled to the same rights, privileges and compensation as the other members of the Board of Directors in their capacity as such, including with respect to indemnification, insurance coverage and reimbursement for Board of Directors participation and related expenses. Georgia’s nominating committee shall recommend to the Board of Directors that such Starwood Designated Director person designated by the THL Investors to be the Board Representative (or Replacement Starwood Designee, as applicable, any successor designated by the THL Investors and reasonably acceptable to Georgia) be included in the slate of nominees recommended by the ILG Board of Directors to ILG’s shareholders for election as directors at each annual meeting of shareholders of Georgia at which such person’s term expires. Georgia shall solicit proxies for the next two annual meetings Board Representative to the same extent as it does for any of ILG shareholders its other nominees to occur following the Effective Time and shall use commercially reasonable efforts to cause the election Board of each such Starwood Designated Director or Replacement Starwood Designee, as applicable, including soliciting proxies in favor of the election of such Persons, at such annual meetingsDirectors. (b) The ILG Board Subject to Article V, this Section 4.14 shall take all action necessary such that, effective as terminate and be of no further force or effect on the earlier of (i) the date on which the THL Investors Percentage Interest is less than 35% and (ii) the tenth anniversary of the Effective Time, during such time as the Starwood Designated Directors or Replacement Starwood Designees are required to be appointed as members of the ILG Board in accordance with Section 2.05(a), at least one Starwood Designated Director or Replacement Starwood Designee, as applicable, is appointed to each of the Nominating Committee, the audit committee and the compensation committee (subject, to the extent required by the NASDAQ Marketplace Rules, qualification to serve on such Committee)Investment Closing Date. (c) From and after the Effective Time, the officers of ILG and Vistana as set forth on Schedule 2.05(c) shall be the initial officers of the Surviving Corporation. Such officers shall hold office until their successors are duly appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws. (d) From and after the Effective Time, the directors of Merger Sub shall be the initial directors of the Surviving Corporation. Such directors shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

Governance Matters. (a) The ILG Clover Board shall take all action necessary such that, effective as of the Effective Time, the ILG Clover Board shall consist of thirteen ten (10) members, including four comprised of seven (7) current Clover directors selected by the Clover Board in accordance with Section 2.5(a) of the Clover Disclosure Letter and three (3) individuals selected by Starwood (the “Starwood Designated Directors”) reasonably satisfactory to the Nominating Committee of the ILG Board (the “Nominating Committee”) who shall be appointed to the ILG Board; provided that if, at any time Moon prior to the second annual meeting of the ILG shareholders that occurs after the Effective Time, any of the Starwood Designated Directors is unable or unwilling to serve or is otherwise no longer serving as a member of the ILG Board, then Starwood shall select a replacement individual reasonably satisfactory to the Nominating Committee (a “Replacement Starwood Designee”) to fill the vacancy created thereby. Each of the Starwood Designated Directors shall qualify as an “independent director”, as such term is defined in NASDAQ Equity Rule 5605(a)(2) and at least one of the Starwood Designated Directors shall meet the minimum requirements to serve on the audit committee of the ILG Board under the NASDAQ Marketplace Rules. In addition, ILG shall cause each such Starwood Designated Director or Replacement Starwood Designee, as applicable, to be included in the slate of nominees recommended by the ILG Board to ILG’s shareholders for election as directors at the next two annual meetings of ILG shareholders to occur following the Effective Time and shall use commercially reasonable efforts to cause the election of each such Starwood Designated Director or Replacement Starwood Designee, as applicable, including soliciting proxies in favor of the election of such Persons, at such annual meetings. (b) The ILG Clover Board shall take all action necessary such that immediately following the Effective Time, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be the Chief Executive Officer of Clover; provided that in the event that, effective as of the Effective Time, during such time as the Starwood Designated Directors ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is no longer serving as, or Replacement Starwood Designees are required to be appointed as members of the ILG Board in accordance with Section 2.05(a), at least one Starwood Designated Director is unwilling or Replacement Starwood Designee, as applicable, is appointed to each of the Nominating Committee, the audit committee and the compensation committee (subject, to the extent required by the NASDAQ Marketplace Rules, qualification unable to serve on such Committee)as, Chief Executive Officer of Clover, Clover and Moon shall in good faith agree upon a mutually acceptable replacement. (c) From and after The other members of management of Clover immediately following the Effective Time, the officers of ILG and Vistana Closing shall be determined as set forth on Schedule 2.05(cSection 2.5(c) shall be the initial officers of the Surviving Corporation. Such officers shall hold office until their successors are duly appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawsClover Disclosure Letter. (d) From The Clover Board shall take all action necessary such that immediately following the Effective Time, ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be the Chairman of the Clover Board; provided that in the event that, as of the Effective Time, ▇▇▇▇▇ ▇▇▇▇▇▇▇ is no longer serving as, or is unwilling or unable to serve as, Chairman of the Clover Board, Clover and Moon shall in good faith agree upon a mutually acceptable replacement. (e) Clover shall take all action necessary such that from and after the Effective Time, the directors of Merger Sub as of immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and the officers of Merger Sub as of immediately prior to the Effective Time shall be the officers of the Surviving Corporation. Such directors and officers shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws. (f) The name of the Surviving Corporation at the Effective Time shall be “▇▇▇▇▇▇▇▇▇-▇▇▇▇ U.S. HoldCo, Inc.” (g) If and only if the Moon Name Change occurs prior to (or concurrently with) the Effective Time, (i) from and after the Effective Time, the name of Clover shall be “▇▇▇▇▇▇▇▇▇-▇▇▇▇, Inc.”, (ii) the Clover Board shall take all action necessary such that at the Effective Time, Article 1 of the Certificate of Incorporation of Clover (the “Clover Certificate”) shall be amended to change the name of Clover from ▇▇▇▇▇▇▇ Denver Holdings, Inc. to “▇▇▇▇▇▇▇▇▇-▇▇▇▇, Inc.” and such Clover Certificate as so amended shall be the Certificate of Incorporation of Clover until thereafter amended in accordance with applicable Law and (iii) Clover shall take all action necessary such that at the Effective Time, the trading symbol for Clover Common Stock shall be “IR”. (h) From and after the Effective Time, the name of Moon shall be determined by Moon in its sole discretion; provided that such name shall be a Permitted Moon Name. (i) As of the Closing, Clover will have its North American headquarters at the present Moon campus in Davidson, North Carolina.

Governance Matters. (a) The ILG On or prior to the Effective Time, the SBS Board shall cause the number of directors that will comprise the full board of directors of the Surviving Company at the Effective Time to be nine, subject to the proviso in the immediately following sentence. SBS shall take all necessary action to cause the eight individuals listed on Exhibit E, plus one individual mutually agreed by BMHC and SBS as promptly as practicable after the date hereof (and in any event prior to the Effective Time), to constitute the board of directors of the Surviving Company, in the classes and with the committee chairman positions indicated on such Exhibit, as of the Effective Time; provided that (i) in considering an individual to be mutually agreed as set forth above, BMHC and SBS agree to consider in good faith a current director of SBS who is not listed on Exhibit E as a potential candidate and (ii) if BMHC and SBS cannot, using their respective reasonable best efforts in good faith, mutually agree prior to the Effective Time on the ninth individual to become a member of the board of directors of the Surviving Company, then the SBS Board shall cause the number of directors that will comprise the full board of directors of the Surviving Company at the Effective Time to be eight, with the eight individuals listed on Exhibit E as the directors, and such board of directors shall, prior to the first annual meeting of the Surviving Company’s stockholders after the Effective Time, duly nominate a candidate for election to an additional seat that shall be created by such board of directors to be filled by the requisite vote of the stockholders at such meeting, in the class that at such time contains two directors. If any such individual who was originally designated by SBS is not willing or able to serve as a director of the Surviving Company as of the Effective Time, then SBS shall designate a replacement to so serve who is reasonably acceptable to BMHC, and SBS shall take all necessary action to cause such thatdesignated replacement to be a director of the Surviving Company as of the Effective Time. If any such individual who was originally designated by BMHC is not willing or able to serve as a director of the Surviving Company as of the Effective Time, then BMHC shall designate a replacement to so serve who is reasonably acceptable to BMHC, and SBS shall take all necessary action to cause such designated replacement to be a director of the Surviving Company as of the Effective Time. (b) SBS shall take all necessary action to cause ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to become the Chief Executive Officer of SBS at the Effective Time. If ▇▇. ▇▇▇▇▇▇▇▇▇ is not, or is reasonably expected not to be, the Chief Executive Officer of BMHC immediately prior to the Effective Time, then the parties shall mutually agree with respect to the selection of a Chief Executive Officer of SBS at the Effective Time. (c) SBS shall take all necessary action to cause the Persons listed on Exhibit F to be elected as certain executive officers of the Surviving Company, in the capacities listed on such Exhibit, effective as of the Effective Time, the ILG Board shall consist of thirteen members, including four individuals selected by Starwood (the “Starwood Designated Directors”) subject to each such Person’s agreement on terms reasonably satisfactory acceptable to the Nominating Committee BMHC. If any such individual is not willing or able to serve as an executive officer of the ILG Board (the “Nominating Committee”) who shall be appointed to the ILG Board; provided that if, at any time prior to the second annual meeting of the ILG shareholders that occurs after the Effective Time, any of the Starwood Designated Directors is unable or unwilling to serve or is otherwise no longer serving as a member of the ILG Board, then Starwood shall select a replacement individual reasonably satisfactory to the Nominating Committee (a “Replacement Starwood Designee”) to fill the vacancy created thereby. Each of the Starwood Designated Directors shall qualify as an “independent director”, as Surviving Company in such term is defined in NASDAQ Equity Rule 5605(a)(2) and at least one of the Starwood Designated Directors shall meet the minimum requirements to serve on the audit committee of the ILG Board under the NASDAQ Marketplace Rules. In addition, ILG shall cause each such Starwood Designated Director or Replacement Starwood Designee, as applicable, to be included in the slate of nominees recommended by the ILG Board to ILG’s shareholders for election as directors at the next two annual meetings of ILG shareholders to occur following the Effective Time and shall use commercially reasonable efforts to cause the election of each such Starwood Designated Director or Replacement Starwood Designee, as applicable, including soliciting proxies in favor of the election of such Persons, at such annual meetings. (b) The ILG Board shall take all action necessary such that, effective capacity as of the Effective Time, during then the respective Chief Executive Officers of SBS and BMHC shall mutually agree with respect to the selection of another individual to serve in the place of such time as individual at the Starwood Designated Directors or Replacement Starwood Designees are required Effective Time, and SBS shall take all necessary action to cause such Person to be appointed as members of the ILG Board in accordance with Section 2.05(a), at least one Starwood Designated Director or Replacement Starwood Designee, as applicable, is appointed to each of the Nominating Committee, the audit committee and the compensation committee (subject, to the extent required by the NASDAQ Marketplace Rules, qualification to serve on such Committee)so elected. (cd) From and after As of the Effective Time (or, if impracticable, as soon as reasonably practicable following the Effective Time), the Surviving Company’s headquarters will move to Atlanta, Georgia. Following the Effective Time, the officers of ILG and Vistana as set forth on Schedule 2.05(c) shall be the initial officers of the Surviving Corporation. Such officers shall hold office until their successors are duly appointed and qualifiedCompany intends to retain its main operational center in Raleigh, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawsNorth Carolina. (d) From and after the Effective Time, the directors of Merger Sub shall be the initial directors of the Surviving Corporation. Such directors shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

Governance Matters. ‌ The Parties shall take all steps (including passing all resolutions) necessary to implement the governance matters set out in Schedule F, including by providing any information required by Law for inclusion in the Joint Circular in a timely manner. In connection with the implementation of such governance matters and conditional upon the Effective Time having occurred: (a) The ILG Board shall take all action necessary such that, effective as of prior to the Effective Date and with effect at the Effective Time, Agnico shall: (i) fix the ILG number of directors of the Agnico Board shall consist as set out in Schedule F; (ii) cause the directors of thirteen membersAgnico that will not continue as an Agnico director following the Effective Time to deliver a resignation from the Agnico Board and an unconditional and irrevocable release of all claims he or she may have against Agnico and its Subsidiaries in his or her capacity as a director (without prejudice to any rights such outgoing director may have under any indemnity or policy of directors’ and officers’ insurance), including four individuals selected by Starwood (the “Starwood Designated Directors”) reasonably in each case, in form and substance satisfactory to the Nominating Committee Agnico, acting reasonably, and in accordance with Agnico’s Constating Documents and Laws; and (iii) subject to such director being qualified and eligible to act as a director under Law and Agnico receiving a consent to act as a director of the ILG Board (Agnico Board, cause each of the “Nominating Committee”) who shall incoming directors of ▇▇▇▇▇▇▇▇ to be appointed to the ILG BoardAgnico Board in accordance with Schedule F; provided that if, at any time and (b) prior to the second annual meeting of the ILG shareholders that occurs after Effective Date and with effect at the Effective Time, ▇▇▇▇▇▇▇▇ shall: (i) cause each director of ▇▇▇▇▇▇▇▇ and of each Subsidiary of ▇▇▇▇▇▇▇▇ (other than any directors which Agnico and ▇▇▇▇▇▇▇▇ may agree in writing will continue to be directors on any such boards) to deliver a resignation from such boards and an unconditional and irrevocable release of the Starwood Designated Directors is unable all claims he or unwilling to serve she may have against ▇▇▇▇▇▇▇▇, Agnico or is otherwise no longer serving their respective Subsidiaries in his or her capacity as a member director (without prejudice to any rights such outgoing director may have under any indemnity or policy of the ILG Board, then Starwood shall select a replacement individual reasonably satisfactory to the Nominating Committee (a “Replacement Starwood Designee”) to fill the vacancy created thereby. Each of the Starwood Designated Directors shall qualify as an “independent director”, as such term is defined in NASDAQ Equity Rule 5605(a)(2) directors’ and at least one of the Starwood Designated Directors shall meet the minimum requirements to serve on the audit committee of the ILG Board under the NASDAQ Marketplace Rules. In addition, ILG shall cause each such Starwood Designated Director or Replacement Starwood Designee, as applicable, officers’ insurance policy required to be included in the slate of nominees recommended by the ILG Board to ILG’s shareholders for election as directors at the next two annual meetings of ILG shareholders to occur maintained following the Effective Time and shall use commercially reasonable efforts pursuant to cause the election of each such Starwood Designated Director or Replacement Starwood Designee, as applicable, including soliciting proxies in favor of the election of such Persons, at such annual meetings. (b) The ILG Board shall take all action necessary such that, effective as of the Effective Time, during such time as the Starwood Designated Directors or Replacement Starwood Designees are required to be appointed as members of the ILG Board in accordance with Section 2.05(athis Agreement), at least one Starwood Designated Director or Replacement Starwood Designeein each case, as applicablein form and substance satisfactory to Agnico and ▇▇▇▇▇▇▇▇, is appointed to each of the Nominating Committeeacting reasonably, the audit committee and the compensation committee (subject, to the extent required by the NASDAQ Marketplace Rules, qualification to serve on such Committee). (c) From and after the Effective Time, the officers of ILG and Vistana as set forth on Schedule 2.05(c) shall be the initial officers of the Surviving Corporation. Such officers shall hold office until their successors are duly appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate applicable Constating Documents of incorporation ▇▇▇▇▇▇▇▇ and bylaws. its Subsidiaries and Laws; and (dii) From subject to such director being qualified and after eligible to act as a director under ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ receiving a consent to act as a director, if applicable, appoint or cause to be appointed to the Effective Time, the directors of Merger Sub shall be the initial directors ▇▇▇▇▇▇▇▇ Board and each of the Surviving Corporation. Such respective boards of directors shall serve until their successors have been duly elected (or appointed and qualified or until their earlier deathequivalent governing bodies) of each Subsidiary of ▇▇▇▇▇▇▇▇, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawseach person designated by Agnico.

Governance Matters. (a) The ILG Prior to the Effective Time, the Board of Directors of Parent shall take all action necessary to cause the Articles of Association of Parent and the rules of the Management Board to the extent necessary to be amended as of the Effective Time to incorporate the provisions set forth in Exhibit F (such thatamendment, effective the "Articles Amendment," and Parent's Articles of Association as so amended, the "Amended Articles"). (b) Prior to the Effective Time, the Board of Directors of Parent shall take all action necessary to (i) cause the Board of Directors of Parent to include, as of the Effective Time, R▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Kenwood C. ▇▇▇▇▇▇▇ plus up to four independent directors of the ILG Company proposed by M▇. ▇▇▇▇▇ who are reasonably acceptable to Parent (each, a "Company Director"); provided, however, that if any such person declines to serve as a director of Parent, Parent's obligations under this Section 6.18(b) with respect to such person(s) shall cease unless another nominee is proposed by the Company who is reasonably acceptable to Parent, (ii) cause the Board shall of Directors to consist of thirteen membersup to 17 people, including four individuals selected by Starwood (the “Starwood Designated Directors”iii) reasonably satisfactory to the Nominating Committee of the ILG Board (the “Nominating Committee”) who shall be appointed to the ILG Board; provided that if, at any time prior to the second annual meeting of the ILG shareholders that occurs after the Effective Time, any of the Starwood Designated Directors is unable or unwilling to serve or is otherwise no longer serving as a member of the ILG Board, then Starwood shall select a replacement individual reasonably satisfactory to the Nominating Committee (a “Replacement Starwood Designee”) to fill the vacancy created thereby. Each of the Starwood Designated Directors shall qualify as an “independent director”, as such term is defined in NASDAQ Equity Rule 5605(a)(2) and at least one of the Starwood Designated Directors shall meet the minimum requirements to serve on the audit committee of the ILG Board under the NASDAQ Marketplace Rules. In addition, ILG shall cause each such Starwood Designated Director or Replacement Starwood Designee, as applicable, to be included in the slate of nominees recommended by the ILG Board to ILG’s shareholders for election as directors at the next two annual meetings of ILG shareholders to occur following the Effective Time and shall use commercially reasonable efforts to cause the election Management Board of each such Starwood Designated Director or Replacement Starwood DesigneeParent to consist, as applicable, including soliciting proxies in favor of the election of such Persons, at such annual meetings. (b) The ILG Board shall take all action necessary such that, effective as of the Effective Time, during such time as the Starwood Designated Directors or Replacement Starwood Designees are required to of eight persons, (x) five of whom shall be appointed as current members of the ILG Management Board in accordance with of Parent, and (y) three of whom shall be R▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Kenwood C. ▇▇▇▇▇▇▇ and M▇▇▇▇▇▇ ▇. ▇▇▇▇▇. Each Company Director appointed pursuant to Section 2.05(a), at least one Starwood Designated Director 6.18(b)(i) shall serve until the next following annual meeting of Parent's shareholders or Replacement Starwood Designee, as applicable, is appointed to each of the Nominating Committee, the audit committee until their successors are duly elected and the compensation committee (subject, to the extent required by the NASDAQ Marketplace Rules, qualification to serve on such Committee)qualified. (c) From and Promptly after the Effective Time, the officers of ILG and Vistana as set forth on Schedule 2.05(c) Parent shall be the initial officers take all actions necessary to cause each committee of the Surviving Corporation. Such officers shall hold office until their successors are duly appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate Board of incorporation and bylawsDirectors of Parent to include at least one Company Director. (d) From and after Effective as of the Effective Time, the directors Parent shall take all actions necessary to cause (i) R▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to be appointed Executive Vice President of Merger Sub shall Parent; (ii) Kenwood C. ▇▇▇▇▇▇▇ to be the initial directors appointed Executive Vice President of the Surviving CorporationParent and (iii) M▇▇▇▇▇▇ ▇. Such directors shall serve until their successors have been duly elected or ▇▇▇▇▇ to be appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate Senior Vice President of incorporation and bylawsParent.

Governance Matters. (a) The ILG Board shall take all action necessary such that, effective as In connection with the increase in size of the Effective TimeCompany’s board of directors contemplated by the Amended and Restated Bylaws, the ILG Board Investor shall consist have the right to nominate one person (who is not an officer or an Affiliate of thirteen members, including four individuals selected by Starwood any Investor Party) (the “Starwood Designated DirectorsIndependent Director”) reasonably satisfactory for election to the Nominating Committee board of directors of the ILG Board (Company at the “Nominating Committee”) who shall be appointed to the ILG Board; provided that if, at any time prior to the second next annual meeting of the ILG shareholders Company’s stockholders at which directors are elected (the “Annual Meeting”); provided, that occurs after in the Effective Time, any of the Starwood Designated Directors is unable or unwilling to serve or is otherwise no longer serving as case that a member of the ILG Board, then Starwood shall select qualified Independent Director has not been identified in time for inclusion in a replacement individual reasonably satisfactory proxy statement relating to the Nominating Committee (a “Replacement Starwood Designee”) to fill Annual Meeting, the vacancy created thereby. Each of the Starwood Designated Directors shall qualify as an “independent director”, as such term is defined in NASDAQ Equity Rule 5605(a)(2) and at least one of the Starwood Designated Directors shall meet the minimum requirements to serve on the audit committee of the ILG Board under the NASDAQ Marketplace Rules. In addition, ILG shall cause each such Starwood Designated Director or Replacement Starwood Designee, as applicable, to be included in the slate of nominees recommended by the ILG Board to ILG’s shareholders for election as directors at the next two annual meetings of ILG shareholders to occur following the Effective Time and Investor shall use commercially reasonable efforts to promptly identify a qualified candidate to serve as the Independent Director following the Annual Meeting, at which point the Company will promptly (and in no event more than five (5) business days after the nomination of the Independent Director by the Investor) cause the Independent Director to be elected or appointed to its board of directors. Such Independent Director shall meet the standards for independence set forth in the New York Stock Exchange Listed Company Manual Section 303A.00, including with respect to the Investor and any of its Affiliates. After such appointment, so long as the Investor Parties in the aggregate hold at least 10% of the outstanding Common Stock (including for this purpose, shares of Common Stock issuable upon exercise of the Warrant any other warrants, options or similar rights held by the Investor Parties, but excluding, for avoidance of doubt, any other warrants, options or similar rights held by any other Persons), unless the Investor gives its written consent otherwise, the Company will be required to recommend to its stockholders the election of each such Starwood Designated the Independent Director or Replacement Starwood Designeeto the board of directors at future annual meetings. Unless the Investor gives written consent otherwise, the Company shall use commercially reasonable efforts to have the Independent Director elected as applicable, including soliciting proxies in favor a director of the election Company and the Company shall solicit proxies for such person to the same extent as it does for any of such Persons, at such annual meetingsits other nominees to the board of directors. (b) The ILG Board shall take all action necessary such thatFor as long as the Preferred Share is outstanding, effective as (i) the holder of the Effective TimePreferred Share shall have the sole right to nominate, during and shall, as promptly as practicable, nominate, candidates to fill vacancies resulting from the death, resignation, retirement, disqualification, removal or other cause of any director elected by the holder of the Preferred Share (all such time directors, together with any person who replaced any of such directors, the “Series A Directors”) or the Independent Director, (ii) the majority vote of the Series A Directors then in office shall be required for the board of directors to fill any vacancies on the board resulting from the death, resignation, retirement, disqualification, removal or other cause of any of the Series A Directors or the Independent Director, and (iii) the majority vote of the Common Directors then in office shall be required for the board of directors to fill any vacancies on the board resulting from the death, resignation, retirement, disqualification, removal or other cause of any director who is a Common Director, or to nominate any candidate to be considered for any such vacancy, and the Common Directors shall, as promptly as practicable, nominate candidates to fill any such vacancies. In addition, for as long as the Starwood Designated Directors or Replacement Starwood Designees are required to be appointed as members Preferred Share is outstanding, the majority vote of the ILG Board Common Directors then in accordance with Section 2.05(a), office shall be required for the board of directors to nominate any person for election as a Common Director at least one Starwood Designated Director an annual or Replacement Starwood Designee, as applicable, is appointed to each special meeting of the Nominating Committee, the audit committee and the compensation committee (subject, to the extent required by the NASDAQ Marketplace Rules, qualification to serve on such Committee)stockholders. (c) From The Independent Director and after the Effective Time, the officers of ILG and Vistana as set forth on Schedule 2.05(c) Series A Directors shall be entitled to the initial officers same compensation and same indemnification in connection with his or her role as a director as the other members of the Surviving Corporationboard of directors, and the Independent Director and the directors elected by the Investor shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the board of directors or any committees thereof, to the same extent as the other members of the Board of Directors. Such officers The Company shall hold office until their successors notify the Independent Director and the Series A Directors of all regular and special meetings of any committee of the board directors of which any of them is a member. The Company shall provide the Independent Director and the Series A Directors elected by the Investor with copies of all notices, minutes, consents and other materials provided to all other members of the board of directors concurrently as such materials are duly appointed and qualified, or until their earlier death, resignation or removal in accordance with provided to the Surviving Corporation’s certificate of incorporation and bylawsother members. (d) From In lieu of requiring the board of directors to appoint a new director meeting the standards for independence set forth in the New York Stock Exchange Listed Company Manual Section 303A.00 at the Closing, it is hereby agreed that the six directors on the board immediately prior to the Closing shall remain on the board following the Closing; provided, that until such time as one of those six directors has been replaced by a new director meeting the standards of independence set forth in the New York Stock Exchange Listed Company Manual Section 303A.00 and after so long as the Effective TimeInvestor Parties hold at least 10% of the outstanding Common Stock (including for this purpose shares of Common Stock issuable upon exercise of the Warrant or any other warrants, options or similar rights), the directors Investor shall have the right to require the Common Directors promptly, but in no event later than the date that is three (3) weeks from the date of Merger Sub such request (such date, the “Resignation Deadline”), to identify one Common Director who shall deliver his or her resignation to, and whose resignation shall be accepted by, the initial Company by the Resignation Deadline. If no such resignation has been delivered to, and accepted by, the Company by the Resignation Deadline, the letter previously delivered to the Company by one its directors (the “Letter”) shall become effective, and the director who delivered the Letter (the “Specified Director”) shall no longer be a director of the Surviving CorporationCompany. Such directors shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, Following such resignation or removal removal, any candidate nominated to fill the resulting vacancy shall meet the standards for independence set forth in accordance with the Surviving Corporation’s certificate New York Stock Exchange Listed Company Manual Section 303A.00 and the majority vote of incorporation the Common Directors then in office shall be required for the board of directors to nominate such candidate and bylawsto fill such vacancy. The Common Directors shall nominate such candidate as promptly as practicable following such resignation or removal. The Company shall take all such action necessary or reasonably requested by the Investor to cause the resignation required by, or to otherwise effectuate the provisions of, this Section 3.1(d).

Governance Matters. (a) The ILG Board Prior to the Effective Time, DXL shall take all such action within its power as may be necessary or appropriate such thatthat effective upon and immediately following the Effective Time, the Board of Directors of DXL and committees thereof shall be comprised of the following individuals: (i) four (4) members of the Board of Directors designated by DXL (the “DXL Nominee Directors”), (ii) four (4) members of the Board of Directors designated by FBB, one of which shall be the Chief Executive Officer of FBB as of the date hereof (the “FBB Nominee Directors”), and (iii) one (1) member of the Board of Directors mutually agreed to by both DXL and FBB (the “Independent Director,” and together with the DXL Nominee Directors and the FBB Nominee Directors, the “Post-Closing Directors”); provided that such Post-Closing Directors shall have completed a background check reasonably satisfactory to DXL and be “independent” directors for purposes of Nasdaq rules (which, for the avoidance of doubt, shall not include such rules as are applicable to audit committee members) and otherwise in compliance with the Nasdaq and SEC rules and requirements governing directors. Promptly following the date of this Agreement, but in any event no later than the Effective Time, DXL Nominee Directors shall, in consultation with the FBB Nominee Directors, appoint the initial Chairperson of the Board of Directors of DXL. (b) DXL and FBB shall cooperate to take all reasonable actions necessary to cause, effective as of the Effective Time, (i) the ILG Board shall consist Chief Executive Officer of thirteen members, including four individuals selected by Starwood (the “Starwood Designated Directors”) reasonably satisfactory to the Nominating Committee of the ILG Board (the “Nominating Committee”) who shall be appointed to the ILG Board; provided that if, at any time FBB immediately prior to the second annual meeting Effective Time to serve as the Chief Executive Officer of DXL from and after the ILG shareholders that occurs Effective Time and (ii) the officers of DXL from and after the Effective Time to be such individuals as DXL and FBB shall agree, through a process overseen by the Chief Executive Officer of FBB in consultation with the DXL Nominee Directors and FBB Nominee Directors, cooperating in good faith to identify such individuals prior to the Effective Time, any in the case of the Starwood Designated Directors is unable or unwilling to serve or is otherwise no longer serving as a member each of the ILG Board, then Starwood shall select a replacement individual reasonably satisfactory to the Nominating Committee clauses (a “Replacement Starwood Designee”) to fill the vacancy created thereby. Each of the Starwood Designated Directors shall qualify as an “independent director”, as such term is defined in NASDAQ Equity Rule 5605(a)(2i) and at least one of the Starwood Designated Directors shall meet the minimum requirements to serve on the audit committee of the ILG Board under the NASDAQ Marketplace Rules. In addition, ILG shall cause each such Starwood Designated Director or Replacement Starwood Designee, as applicable, to be included in the slate of nominees recommended by the ILG Board to ILG’s shareholders for election as directors at the next two annual meetings of ILG shareholders to occur following the Effective Time and shall use commercially reasonable efforts to cause the election of each such Starwood Designated Director or Replacement Starwood Designee, as applicable, including soliciting proxies in favor of the election of such Persons, at such annual meetings. (b) The ILG Board shall take all action necessary such that, effective as of the Effective Time, during such time as the Starwood Designated Directors or Replacement Starwood Designees are required to be appointed as members of the ILG Board in accordance with Section 2.05(aii), at least one Starwood Designated Director or Replacement Starwood Designee, as applicable, is appointed to each serving until the earlier of the Nominating Committee, the audit committee and the compensation committee (subject, to the extent required by the NASDAQ Marketplace Rules, qualification to serve on such Committee). (c) From and after the Effective Time, the officers of ILG and Vistana as set forth on Schedule 2.05(c) shall be the initial officers of the Surviving Corporation. Such officers shall hold office until their successors are duly appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws. (d) From and after the Effective Time, the directors of Merger Sub shall be the initial directors of the Surviving Corporation. Such directors shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation respective successors are duly elected and bylawsqualified.

Governance Matters. a. OHSU has agreed that as vacancies arise on the OHSU Board following the Closing from seats appointed by the Governor (aand not reserved to the OHSU President, an OHSU faculty member, staff member or student), OHSU shall include in its list of potential nominees recommended to the Governor to fill such vacancies certain individuals proposed by the (now independent) Foundation. This obligation continues until three OHSU Board seats have been filled by Foundation nominees or for 10 years, whichever comes first. The ILG Foundation Board shall take all action and OHSU will work cooperatively to identify Foundation Board nominees for the OHSU Board who will meet any criteria for appointment that the Governor indicates will be necessary such thator desired. b. The current Health System Board will be reconstituted at Closing, effective as so that at that time it will be comprised of 11 members, 6 of whom will be appointed by a majority of the Effective Time, Board of Directors of Legacy Health no later than thirty (30) days prior to the ILG Board shall consist of thirteen members, including four individuals selected by Starwood anticipated Closing Date with such appointment effective upon the Closing (the “Starwood Designated DirectorsLegacy Appointees”) reasonably satisfactory to and 5 of whom shall be appointed by the Nominating Committee of the ILG OHSU Board (the “Nominating CommitteeOHSU Appointees”) ). The OHSU Appointees may include current members of the OHSU Board and shall include the OHSU President (ex-officio with vote), who shall be appointed will Chair the Health System Board. c. As vacancies arise on the Health System Board following the Closing, the remaining Legacy Appointees will fill any vacancy in a Legacy Appointee seat, and the remaining OHSU Appointees will fill any vacancy in an OHSU Appointee seat. d. The authorities of the Health System Board are limited to the ILG Boardfollowing: (a) governance authority solely over professional staff privileging and quality assurance/performance improvement at all Health System divisions and licensed facilities; provided that if, at any time prior to the second annual meeting of the ILG shareholders that occurs after the Effective Time, any of the Starwood Designated Directors is unable or unwilling to serve or is otherwise no longer serving as a member of the ILG Board, then Starwood shall select a replacement individual reasonably satisfactory to the Nominating Committee (a “Replacement Starwood Designee”) to fill the vacancy created thereby. Each of the Starwood Designated Directors shall qualify as an “independent director”, as such term is defined in NASDAQ Equity Rule 5605(a)(2) and at least one of the Starwood Designated Directors shall meet the minimum requirements to serve on the audit committee of the ILG Board under the NASDAQ Marketplace Rules. In addition, ILG shall cause each such Starwood Designated Director or Replacement Starwood Designee, as applicable, to be included in the slate of nominees recommended by the ILG Board to ILG’s shareholders for election as directors at the next two annual meetings of ILG shareholders to occur following the Effective Time and shall use commercially reasonable efforts to cause the election of each such Starwood Designated Director or Replacement Starwood Designee, as applicable, including soliciting proxies in favor of the election of such Persons, at such annual meetings. (b) The ILG the right to make non-binding recommendations to the OHSU Board shall take all action necessary such that, effective as with respect to Health System strategy and proposed Health System expenditures (including expenditures of the Effective Time, during such time as the Starwood Designated Directors or Replacement Starwood Designees are required to be appointed as members of the ILG Board in accordance with Section 2.05(a), at least one Starwood Designated Director or Replacement Starwood Designee, as applicable, is appointed to each of the Nominating Committee, the audit committee and the compensation committee (subject, to the extent required by the NASDAQ Marketplace Rules, qualification to serve on such CommitteeCapital Commitment). (c) From and after e. The provisions of subsections b. through d. above will remain in place until the Effective Timeearlier of 6 years following the Closing or the date the Capital Commitment has been fully expended or earmarked. After that time, the officers of ILG and Vistana as set forth on Schedule 2.05(c) shall Health System Board may be reconstituted or dissolved, or its authorities may be changed, in each case at the initial officers discretion of the Surviving Corporation. Such officers shall hold office until their successors are duly appointed and qualified, OHSU Board (or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawsOHSU President if the OHSU Board has delegated the authority to make such decisions to the OHSU President). (d) From and after the Effective Time, the directors of Merger Sub shall be the initial directors of the Surviving Corporation. Such directors shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

Governance Matters. (a) The ILG Board shall take all action necessary such that, effective as of the Effective Time, the ILG Board shall consist of thirteen members, including four individuals selected by Starwood (the “Starwood Designated Directors”) reasonably satisfactory to the Nominating Committee of the ILG Board (the “Nominating Committee”) who shall be appointed to the ILG Board; provided that if, at any time prior to the second annual meeting of the ILG shareholders that occurs after the Effective Time, any of the Starwood Designated Directors is unable or unwilling to serve or is otherwise no longer serving as a member of the ILG Board, then Starwood shall select a replacement individual reasonably satisfactory to the Nominating Committee (a “Replacement Starwood Designee”) to fill the vacancy created thereby. Each of the Starwood Designated Directors shall qualify as an “independent director”, as such term is defined in NASDAQ Equity Rule 5605(a)(2) and at least one of the Starwood Designated Directors shall meet the minimum requirements to serve on the audit committee of the ILG Board under the NASDAQ Marketplace Rules. In addition, ILG shall cause each such Starwood Designated Director or Replacement Starwood Designee, as applicable, to be included in the slate of nominees recommended by the ILG Board to ILG’s shareholders for election as directors at the next two annual meetings of ILG shareholders to occur following the Effective Time and shall use commercially reasonable efforts to cause the election of each such Starwood Designated Director or Replacement Starwood Designee, as applicable, including soliciting proxies in favor of the election of such Persons, at such annual meetings. (b) The ILG Board shall take all action necessary such that, effective as of the Effective Time, during such time as the Starwood Designated Directors or Replacement Starwood Designees are required to be appointed as members of the ILG Board in accordance with Section 2.05(a), at least one Starwood Designated Director or Replacement Starwood Designee, as applicable, is appointed to each of the Nominating Committee, the audit committee and the compensation committee (subject, to the extent required by the NASDAQ Marketplace Rules, qualification to serve on such Committee). (ci) From and after the Effective TimeClosing, in the event the NARCO Asbestos Trust is entitled to nominate a director to the HWI Board, the officers of ILG and Vistana as set forth on Schedule 2.05(c) shall be the initial officers trustees of the Surviving CorporationNARCO Asbestos Trust (“Trustees”) agree to select the NARCO Asbestos Trust’s nominee from a panel provided by ▇▇▇▇▇▇▇▇▇ and will consult with ▇▇▇▇▇▇▇▇▇ on the selection of such successor director. Such officers Honeywell will provide the Trustees with biographical information reasonably requested by the Trustees regarding the persons included in the panel provided by Honeywell or any person that ▇▇▇▇▇▇▇▇▇ proposes for the NARCO Asbestos Trust to nominate as a successor director. Upon the written request of ▇▇▇▇▇▇▇▇▇, the Trustees shall, and shall hold office until their cause the NARCO Asbestos Trust to, take all actions necessary to promptly remove any or all directors appointed by the NARCO Asbestos Trust designated in such request from the HWI Board and nominate one or more successors are duly appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawsforegoing procedures. (dii) From and after the Effective TimeClosing, whenever the consent, approval, waiver or vote of (A) the Trustees and/or the NARCO Asbestos Trust is requested by HWI or proposed by the Trustees and/or the NARCO Asbestos Trust or (B) the Trustees and/or the NARCO Asbestos Trust, on the one hand, and Honeywell, on the other hand, are requested by HWI pursuant to the HWI Charter, the directors HWI Shareholders Agreement or applicable Law, the procedures set forth below shall apply to the Trustees, the NARCO Asbestos Trust and Honeywell, as applicable: (1) The NARCO Asbestos Trust shall, and shall cause the Trustees to, promptly provide Honeywell with: (i) written notice stating that either or both the Trustees’ and the NARCO Asbestos Trust’s consent, approval, waiver or vote is being sought by HWI or proposed by the Trustees and/or the NARCO Asbestos Trust and (ii) copies of Merger Sub all written documentation and other materials provided by or on behalf of HWI, the Trustees and/or the NARCO Asbestos Trust in connection with such request or proposal for consent, approval, waiver or vote. (2) The Trustees and representatives of Honeywell shall promptly enter into good faith discussions regarding the Trustees’ and/or the NARCO Asbestos Trust’s and, if applicable, ▇▇▇▇▇▇▇▇▇’s response or proposal for consent, approval, waiver or vote and seek to reach agreement among the parties hereto on such response or proposal. (3) If, after following the procedures specified in this Section 3(c)(ii), the Trustees and/or the NARCO Asbestos Trust and Honeywell are unable to reach agreement on such response or proposal, the Trustees, the NARCO Asbestos Trust and Honeywell agree to resolve the dispute pursuant to Section 8.14 of the Trust Agreement as such agreement is in effect as of the Agreement Date as if such provisions were set forth herein, mutatis mutandis, before providing HWI such response or proposal. (iii) From and after the Closing, the Trustees shall, and shall cause the NARCO Asbestos Trust to, comply with the consent and other rights of ▇▇▇▇▇▇▇▇▇ identified in Article IX of the HWI Charter as if those rights were set forth herein. (iv) From and after the closing of any HWI Sale in which the NARCO Asbestos Trust receives as consideration any equity interest or other security in any legal entity, any references in the foregoing Section 3(c) to (1) HWI or the HWI Board shall be deemed to refer to such legal entity or the initial directors governing body of such legal entity, as applicable and (2) the HWI Charter, bylaws of HWI or HWI Shareholders Agreement, or any HWI Governance Document shall be deemed to refer to the applicable charter, bylaws or other governing documents of such legal entity, including any shareholders agreement or similar document; provided, that the rights and obligations of the Surviving Corporation. Such directors NARCO Asbestos Trust under such applicable charter, bylaws or other governing documents shall serve until their successors have been duly elected or appointed be materially consistent with, and qualified or until their earlier deathno more onerous in the aggregate than, resignation or removal this Agreement and the HWI Governance Documents in accordance with place as of the Surviving Corporation’s certificate of incorporation and bylawsAgreement Date.

Governance Matters. The Parties shall take all steps (including passing all resolutions) necessary to implement the governance matters set out in Schedule F, including by providing any information required by Law for inclusion in the Joint Circular in a timely manner. In connection with the implementation of such governance matters and conditional upon the Effective Time having occurred: (a) The ILG Board shall take all action necessary such that, effective as of prior to the Effective Date and with effect at the Effective Time, Agnico shall: (i) fix the ILG number of directors of the Agnico Board shall consist as set out in Schedule F; (ii) cause the directors of thirteen membersAgnico that will not continue as an Agnico director following the Effective Time to deliver a resignation from the Agnico Board and an unconditional and irrevocable release of all claims he or she may have against Agnico and its Subsidiaries in his or her capacity as a director (without prejudice to any rights such outgoing director may have under any indemnity or policy of directors' and officers' insurance), including four individuals selected by Starwood (the “Starwood Designated Directors”) reasonably in each case, in form and substance satisfactory to the Nominating Committee Agnico, acting reasonably, and in accordance with Agnico's Constating Documents and Laws; and (iii) subject to such director being qualified and eligible to act as a director under Law and Agnico receiving a consent to act as a director of the ILG Board (Agnico Board, cause each of the “Nominating Committee”) who shall incoming directors of ▇▇▇▇▇▇▇▇ to be appointed to the ILG BoardAgnico Board in accordance with Schedule F; provided that if, at any time and (b) prior to the second annual meeting of the ILG shareholders that occurs after Effective Date and with effect at the Effective Time, ▇▇▇▇▇▇▇▇ shall: (i) cause each director of ▇▇▇▇▇▇▇▇ and of each Subsidiary of ▇▇▇▇▇▇▇▇ (other than any directors which Agnico and ▇▇▇▇▇▇▇▇ may agree in writing will continue to be directors on any such boards) to deliver a resignation from such boards and an unconditional and irrevocable release of the Starwood Designated Directors is unable all claims he or unwilling to serve she may have against ▇▇▇▇▇▇▇▇, Agnico or is otherwise no longer serving their respective Subsidiaries in his or her capacity as a member director (without prejudice to any rights such outgoing director may have under any indemnity or policy of the ILG Board, then Starwood shall select a replacement individual reasonably satisfactory to the Nominating Committee (a “Replacement Starwood Designee”) to fill the vacancy created thereby. Each of the Starwood Designated Directors shall qualify as an “independent director”, as such term is defined in NASDAQ Equity Rule 5605(a)(2) directors' and at least one of the Starwood Designated Directors shall meet the minimum requirements to serve on the audit committee of the ILG Board under the NASDAQ Marketplace Rules. In addition, ILG shall cause each such Starwood Designated Director or Replacement Starwood Designee, as applicable, officers' insurance policy required to be included in the slate of nominees recommended by the ILG Board to ILG’s shareholders for election as directors at the next two annual meetings of ILG shareholders to occur maintained following the Effective Time and shall use commercially reasonable efforts pursuant to cause the election of each such Starwood Designated Director or Replacement Starwood Designee, as applicable, including soliciting proxies in favor of the election of such Persons, at such annual meetings. (b) The ILG Board shall take all action necessary such that, effective as of the Effective Time, during such time as the Starwood Designated Directors or Replacement Starwood Designees are required to be appointed as members of the ILG Board in accordance with Section 2.05(athis Agreement), at least one Starwood Designated Director or Replacement Starwood Designeein each case, as applicablein form and substance satisfactory to Agnico and ▇▇▇▇▇▇▇▇, is appointed to each of the Nominating Committeeacting reasonably, the audit committee and the compensation committee (subject, to the extent required by the NASDAQ Marketplace Rules, qualification to serve on such Committee). (c) From and after the Effective Time, the officers of ILG and Vistana as set forth on Schedule 2.05(c) shall be the initial officers of the Surviving Corporation. Such officers shall hold office until their successors are duly appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate applicable Constating Documents of incorporation ▇▇▇▇▇▇▇▇ and bylaws. its Subsidiaries and Laws; and (dii) From subject to such director being qualified and after eligible to act as a director under Law and ▇▇▇▇▇▇▇▇ receiving a consent to act as a director, if applicable, appoint or cause to be appointed to the Effective Time, the directors of Merger Sub shall be the initial directors ▇▇▇▇▇▇▇▇ Board and each of the Surviving Corporation. Such respective boards of directors shall serve until their successors have been duly elected (or appointed and qualified or until their earlier deathequivalent governing bodies) of each Subsidiary of ▇▇▇▇▇▇▇▇, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylawseach person designated by Agnico.