Common use of IPO Clause in Contracts

IPO. At the Effective Time, the following provisions shall become and be effective provided that Hyatt Common Stock continues to be Public: (a) Until the later to occur of (i) January 1, 2015 and (ii) that date upon which more than 75% of the FD Stock is owned by Persons other than Pritzkers and Foreign Pritzkers, all Pritzkers and Foreign Pritzkers in a Beneficiary Group (including trusts only to the extent of the then current benefit of members of such Beneficiary Group) will be free to sell up to 25% of their aggregate holdings of Hyatt, measured as of the Effective Time, in each 12 month period following the Effective Time (without carry-overs), and shall not sell more than such amount during any such period; provided, however, upon the unanimous affirmative vote of the Independent directors of Hyatt, such 25% limitation may, with respect to such 12 month period, be increased to a higher percentage or waived entirely and provided further, that sales of Hyatt Common Stock, including Class A Common Stock and Class B Common Stock, between and among Pritzkers and/or Foreign Pritzkers shall be permitted without regard to the sale restrictions in this Section 3.1(a), and such sales shall not be counted against the 25% limitation described herein. (b) Notwithstanding anything to the contrary contained herein or contained in any other agreement among the parties hereto, all the shares in Hyatt owned by each Beneficiary Group (including trusts only to the extent of the then current benefit of members of such Beneficiary Group) will be freely pledgeable to an institutional lender (commercial bank, insurance company, brokerage or the like), which institutional lender will not be subject to sale restrictions upon default and foreclosure. (c) Until the later to occur of (i) January 1, 2015 and (ii) that date upon which more than 75% of the FD Stock is owned by Persons other than Pritzkers and Foreign Pritzkers, all Pritzkers (and their successors in interest, if applicable), but not the transferees by sale (other than Pritzkers or Foreign Pritzkers who purchase directly from other Pritzkers or Foreign Pritzkers) or by, or following, foreclosures as aforesaid, will vote all of their voting securities of Hyatt (and successor Companies) consistent with the recommendations of the board of directors of Hyatt with respect to all matters (assuming agreement as to any such matter by a majority of a minimum of three Independent directors or, in the case of transactions involving Hyatt and an Affiliate thereof, assuming agreement of all of such minimum of three Independent directors). All Pritzkers will cast and submit by proxy to Hyatt their votes in a manner consistent with this Section 3.1(c) at least five business days prior to the scheduled date of the Annual or Special Meeting of stockholders of Hyatt, as applicable. (d) After the Trustees have notified the Current Adult Beneficiaries of their intention to distribute Hyatt Common Stock and have commenced consultation with them as to the structure of such distribution, no Current Adult Beneficiary shall, until the earlier of (i) six months from the date of such notification and (ii) the date of distribution of such Hyatt Common Stock, acquire either directly, or indirectly for his exclusive benefit, any “derivative securities” (as defined in Rule 16a-1(c) of the Exchange Act) with respect to such Hyatt Common Stock. The Trustees hereby acknowledge and agree that it is in the best interests of the Adult Beneficiaries to distribute Hyatt stock from the Ancestor Trusts as soon as practicable following the Effective Time and, accordingly, shall distribute such stock in consultation with the Adult Beneficiaries as soon as practicable following the Effective Time subject to the underwriter’s 180-day “lock-up” agreement related to the IPO to which such stock is subject.

IPO. At the Effective Time, the following provisions shall become and be effective provided that Hyatt Common Stock continues to be Public:, the beneficiaries of the Hyatt Owning Trusts shall (and agree that the Pritzkers shall and desire that the Trustee shall) act in accordance with the following provisions as to any shares of Hyatt Common Stock that the Pritzkers directly or indirectly own (and the Adult Beneficiaries shall inform the Trustee thereof): (a) Until the later to occur of (i) January 1, 2015 and (ii) that date upon which more than 75% of the FD Stock is owned by Persons other than Pritzkers and Foreign Domestic Pritzkers, all Pritzkers and Foreign Domestic Pritzkers in a Beneficiary Group (including trusts only to the extent of the then current benefit of members of such Beneficiary Group) will be free to sell up to 25% of their aggregate holdings of Hyatt, measured as of the Effective Time, in each 12 month period following the Effective Time (without carry-overs), and shall not sell more than such amount during any such period; provided, however, upon the unanimous affirmative vote of the Independent directors of Hyatt, such 25% limitation may, with respect to such 12 month period, be increased to a higher percentage or waived entirely and provided further, that sales of Hyatt Common Stock, including Class A Common Stock and Class B Common Stock, between and among Pritzkers and/or Foreign Domestic Pritzkers shall be permitted without regard to the sale restrictions in this Section 3.1(a), and such sales shall not be counted against the 25% limitation described herein. (b) Notwithstanding anything to the contrary contained herein or contained in any other agreement among the parties hereto, all the shares in Hyatt owned directly or indirectly by each Beneficiary Group (including trusts only to the extent of the then current benefit of members of such Beneficiary Group) will be freely pledgeable to an institutional lender (commercial bank, insurance company, brokerage or the like), which institutional lender will not be subject to sale restrictions upon default and foreclosure. (c) Until the later to occur of (i) January 1, 2015 and (ii) that date upon which more than 75% of the FD Stock is owned by Persons other than Pritzkers and Foreign Domestic Pritzkers, all Pritzkers (and their successors in interest, if applicable), but not the transferees by sale (other than Pritzkers or Foreign Domestic Pritzkers who purchase directly from other Pritzkers or Foreign Domestic Pritzkers) or by, or following, foreclosures as aforesaid, will vote (or cause to be voted) all of their the voting securities of Hyatt (and successor Companies) held directly or indirectly by them consistent with the recommendations of the board of directors of Hyatt with respect to all matters (assuming agreement as to any such matter by a majority of a minimum of three Independent directors or, in the case of transactions involving Hyatt and an Affiliate thereof, assuming agreement of all of such minimum of three Independent directors). All Pritzkers will cast and submit by proxy to Hyatt their votes in a manner consistent with this Section 3.1(c) at least five business days prior to the scheduled date of the Annual or Special Meeting of stockholders of Hyatt, as applicable. (d) After the Trustees have Trustee has notified the Current Adult Beneficiaries of their its intention to distribute Hyatt Common Stock and have has commenced consultation with them as to the structure of such distribution, no Current Adult Beneficiary shall, until the earlier of (i) six months from the date of such notification and (ii) the date of distribution of such Hyatt Common Stock, acquire either directly, or indirectly for his exclusive benefit, any “derivative securities” (as defined in Rule 16a-1(c) of the Exchange Act) with respect to such Hyatt Common Stock. The Trustees Adult Beneficiaries hereby acknowledge and agree that it is in the best interests of the Adult Beneficiaries for the Trustee to distribute Hyatt stock from the Ancestor Trusts as soon as practicable following the Effective Time and, accordingly, shall inform the Trustee that it is the Adult Beneficiaries’ desire that the Trustee distribute such stock in consultation with the Adult Beneficiaries as soon as practicable following the Effective Time subject to the underwriter’s 180-day “lock-up” agreement related to the IPO to which such stock is subject.

IPO. At The parties hereto agree that, notwithstanding any other provision of this Agreement to the Effective Timecontrary, the following provisions Net Cash Proceeds of any IPO shall become and be effective provided that Hyatt Common Stock continues used to be Public: first repay the Bridge Loan Obligations prior to any payment (aoptional, mandatory or otherwise) Until the later to occur of (i) January 1, 2015 and (ii) that date upon which more than 75% of the FD Stock is owned by Persons other than Pritzkers and Foreign PritzkersSenior Indebtedness; PROVIDED, all Pritzkers and Foreign Pritzkers HOWEVER, that if, an event of default under Section 10.01(a) of the Senior Credit Agreement in effect as of the Closing Date (a Beneficiary Group "SENIOR PAYMENT DEFAULT") or Section 10.01(b) of the Senior Credit Agreement in effect as of the Closing Date (including trusts but only to the extent such event of default under Section 10.01(b) arises solely as a result of Section 8.17(a) or Section 8.17(b) of the then current benefit of members of such Beneficiary Group) will be free to sell up to 25% of their aggregate holdings of Hyatt, measured Senior Credit Agreement in effect as of the Effective TimeClosing Date (a "LEVERAGE COVENANT DEFAULT")) shall have occurred and be continuing at the time of such IPO, in each 12 month period following the Effective Time Loan Parties shall FIRST, within five (without carry-overs)5) Business Days of such IPO, and shall not sell more than such amount during any such period; provided, however, upon the unanimous affirmative vote of the Independent directors of Hyatt, such 25% limitation may, (x) with respect to a Senior Payment Default, use the portion of Net Cash Proceeds of such 12 month period, be increased IPO necessary to cure such Senior Payment Default and/or (y) with respect to a higher percentage or waived entirely Leverage Covenant Default, use the portion of Net Cash Proceeds of such IPO necessary to reduce Consolidated Funded Indebtedness in an amount necessary to cure such Leverage Covenant Default and provided furtherSECOND, within six (6) Business Days of such IPO, use the remaining Net Cash Proceeds of such IPO to repay the Bridge Loan Obligations. The parties agree that sales of Hyatt Common Stock, including Class A Common Stock and Class B Common Stock, between and among Pritzkers and/or Foreign Pritzkers shall be permitted without regard to (A) upon the sale restrictions in this Section 3.1(a), and such sales shall not be counted against the 25% limitation described herein. (b) Notwithstanding anything to the contrary contained herein or contained in any other agreement among the parties hereto, all the shares in Hyatt owned by each Beneficiary Group (including trusts only to the extent occurrence of the then current benefit events described in the proviso above and/or (B) if an event of members default under SECTION 8.17(c) or SECTION 8.17(d) of the Senior Credit Agreement as in effect on the Closing Date shall have occurred and be continuing as of the closing of such Beneficiary Group) will be freely pledgeable to an institutional lender (commercial bankIPO, insurance company, brokerage or the like), which institutional lender will not be subject to sale restrictions upon default and foreclosure. (c) Until the later to occur of (i) January 1, 2015 and (ii) that date upon which more than 75% of no payments shall otherwise be made on the FD Stock is owned by Persons other than Pritzkers and Foreign Pritzkers, all Pritzkers (and their successors in interest, if applicable), but not Bridge Loan Obligations for a period beginning on the transferees by sale (other than Pritzkers or Foreign Pritzkers who purchase directly from other Pritzkers or Foreign Pritzkers) or by, or following, foreclosures as aforesaid, will vote all of their voting securities of Hyatt (and successor Companies) consistent with the recommendations of the board of directors of Hyatt with respect to all matters (assuming agreement as to any such matter by a majority of a minimum of three Independent directors or, in the case of transactions involving Hyatt and an Affiliate thereof, assuming agreement of all of such minimum of three Independent directors). All Pritzkers will cast and submit by proxy to Hyatt their votes in a manner consistent with this Section 3.1(c) at least five business days prior to the scheduled date of the Annual or Special Meeting closing of stockholders of Hyatt, as applicable. (d) After the Trustees have notified the Current Adult Beneficiaries of their intention to distribute Hyatt Common Stock an IPO and have commenced consultation with them as to the structure of such distribution, no Current Adult Beneficiary shall, until the earlier of (i) six months from ending on the date of such notification five (5) Business Days thereafter and (ii) the Lenders hereunder shall not exercise any Remedies beginning on the date of distribution the closing of such Hyatt Common Stockan IPO and ending on the date five (5) Business Days thereafter. In the event of an IPO, acquire either directlynotwithstanding any other provision contained herein to the contrary, or indirectly for his exclusive benefit, any “derivative securities” (as defined in Rule 16a-1(c) of the Exchange Act) with respect to such Hyatt Common Stock. The Trustees hereby acknowledge limitations on payments and agree that it is Remedies set forth in the best interests of preceding sentence are the Adult Beneficiaries to distribute Hyatt stock from the Ancestor Trusts as soon as practicable following the Effective Time and, accordingly, shall distribute such stock in consultation with the Adult Beneficiaries as soon as practicable following the Effective Time subject only restrictions and limitations applicable to the underwriter’s 180-day “lock-up” agreement related to Bridge Loan Obligations and the IPO to which such stock is subjectLenders.

IPO. At the Effective Time, the following provisions shall become and be effective provided that Hyatt Common Stock continues to be Public: (a) Until Subject to approval by the later General Partner acting by the GP Board, the Partnership may effect an IPO from and after the third anniversary of the Effective Date; provided that notwithstanding any provision in this Agreement to occur the contrary, at any time from and after the third anniversary of the Effective Date, Buyer (for so long as it holds more Units than L Brands (and its Permitted Transferees)), upon written notice to the Partnership, may in its sole discretion, elect to cause the Partnership to effect an IPO. The General Partner acting by the GP Board shall cause the Issuer to sign a deed of adherence to this Agreement. If (i) January 1, 2015 the General Partner acting by the GP Board and/or Buyer approve an IPO in accordance with this Agreement and (ii) the IPO is an underwritten offering and if the GP Board also determines it is desirable that date upon the vehicle to be used for the IPO or Public Offering should be a corporation, each holder of Units (x) will consent to and vote for a recapitalization, reorganization, exchange and/or other transaction (including a merger or consolidation or conversion) pursuant to which more than 75% each holder of Units exchanges their existing equity securities of the FD Stock Partnership into securities that the managing underwriters, the General Partner acting by the GP Board and Buyer find acceptable and/or the Partnership converts to a vehicle that is owned by Persons other than Pritzkers and Foreign Pritzkers, all Pritzkers and Foreign Pritzkers in a Beneficiary Group corporation (including trusts only by becoming a Subsidiary of such vehicle) and (y) will take all necessary or desirable actions in connection with the consummation of any such recapitalization, reorganization, exchange or other transaction; provided that the resultant securities that the Limited Partners receive reflect and are consistent with the rights and preferences set forth in this Agreement as in effect immediately prior to such IPO and determined as if all such securities had been distributed pursuant to Section 3.01(a)(ii) hereof; provided further, to the extent the Partnership has made any Distributions to the holders of the Units pursuant to Section 3.01(a)(i) hereof (for the avoidance of doubt, excluding any Distributions pursuant to Section 3.01(a)(ii) that are applied to reduce the Unreturned Original Cost of Class A Units) and the Catch Up Threshold set forth in Section 3.01(a)(i)(B) has not been achieved prior to the consummation of the IPO, then current benefit each of members the holders of L Brands Units will be entitled to a special Distribution of Issuer Shares (based on the value thereof in the IPO) until the Catch Up Threshold is achieved. Without limiting the generality of the foregoing, each holder of Units hereby waives any dissenters rights, appraisal rights or similar rights in connection with any such recapitalization, reorganization or exchange (and at the request of the General Partner acting by the GP Board or Buyer will execute and deliver further appropriate written evidence of such Beneficiary Groupwaiver of such holder’s dissenter’s rights, appraisal rights or similar rights in connection with such transaction). To the extent the Partnership is to engage in an IPO or any Public Offering, the Partnership and the General Partner acting by the GP Board shall, if requested by Buyer, structure any recapitalization, reorganization, exchange or other transaction whereby the Partnership is to convert to a corporation by using a Corporate Investment Vehicle as the vehicle for the IPO or Public Offering, by allowing a merger of any Corporate Investment Vehicle(s) will be free into the vehicle used for the IPO or Public Offering, by causing any Corporate Investment Vehicle(s) to sell up to 25% of their aggregate holdings of Hyatt, measured as become a Subsidiary of the Effective Timevehicle used for the IPO or Public Offering, or through another structure whereby the owners of any Corporate Investment Vehicle(s) become direct owners of the applicable securities of the vehicle to be used for the IPO or Public Offering; provided that any such transaction shall be structured in a manner to allow the holders of securities in the Corporate Investment Vehicle to defer taxation on any exchange of securities in the Corporate Investment Vehicle for securities of the vehicle that is to conduct the IPO or Public Offering; provided further that if L Brands (or any Permitted Transferee of L Brands) demonstrates to the reasonable satisfaction of the GP Board that such Person would be a Corporate Investment Vehicle if the word “Buyer” were replaced with the words “L Brands” in each instance where it appears in the definition of “Corporate Investment Vehicle”, then such Person shall also be permitted to merge with, become a subsidiary of, or participate in such other structure such that the holders of its securities become direct owners of the applicable securities of the vehicle used for the IPO or Public Offering, in each 12 month period following case, on substantially the Effective Time same terms as if such Person were a Corporate Investment Vehicle (without carryother than terms that an underwriter requests because of the fact that L Brands is or was part of a larger consolidated income tax group). Each Limited Partner shall consent to and raise no objections to, and cooperate fully with, any such structure used for the IPO or Public Offering. In connection with any IPO or Public Offering conducted using a structure described in this paragraph, the owners of equity, debt or options issued by such Corporate Investment Vehicle shall be entitled to the same consideration (whether in the form of cash, publicly-overstraded property, non-publicly-traded property, or any combination thereof) that the Corporate Investment Vehicle would have received had it participated in the Public Offering in the same manner as the other holders of Units of the Partnership holding the same class of Units held by the Corporate Investment Vehicle. The provisions of this Section 9.06 and all references to the defined term IPO in this Agreement will apply (except where the context otherwise requires), mutatis mutandis, to any IPO effected through an initial public offering and shall not sell more than such amount during sale of any such period; provided, however, upon the unanimous affirmative vote equity securities of any Subsidiary of the Independent directors Partnership and the liquidation or winding up in connection therewith (including, if requested by Buyer, to structure any transaction in a manner to allow the owners of Hyattany Corporate Investment Vehicle(s) to become direct owners of securities in the vehicle that will be used for the IPO or Public Offering). To the extent that equity securities of any Person are distributed to any holders of Units in connection with a liquidation or winding up of the Partnership in connection with such IPO, such 25% limitation may, holders hereby agree to enter into a securityholders agreement with such Person and each other holder which contains restrictions on the Transfer of such equity security and other provisions (including with respect to forfeiture provisions and vesting and the governance and control of such 12 month period, be increased to a higher percentage or waived entirely Person) in form and provided further, that sales of Hyatt Common Stock, including Class A Common Stock and Class B Common Stock, between and among Pritzkers and/or Foreign Pritzkers shall be permitted without regard substance substantially similar to the sale provisions and restrictions in set forth herein, other than the rights and obligations of this Section 3.1(a), and such sales shall not be counted against Agreement that expressly terminate upon the 25% limitation described hereinconsummation of an IPO. (b) Notwithstanding anything Subject to the contrary contained herein provisions of Section 9.06(a) hereof, L Brands or contained Buyer may propose that any IPO be structured as an “Up-C” transaction, and if such a proposal is made and each of the General Partner acting by the GP Board, Buyer and L Brands consent to such proposal (such consent not to be unreasonably withheld, conditioned or delayed), the Issuer and all Limited Partners (at the Issuer’s expense) shall use reasonable best efforts to consult with one another to structure the IPO in accordance with such proposal, in which case (i) L Brands and Buyer (if such Limited Partner so requests) shall receive rights to exchange its Units for Issuer Shares that reflect and are consistent with the rights and preferences set forth in this Agreement as then in effect and with a frequency no less favorable than those to which any other Limited Partner is entitled, (ii) L Brands and Buyer (and their respective Permitted Transferees), if such Limited Partner so requests, shall be permitted to join a tax receivable agreement among on customary terms with the parties heretoIssuer, (iii) if requested by Buyer or L Brands, the Issuer and all the shares in Hyatt owned by each Beneficiary Group (including trusts only to the extent Limited Partners shall approve a merger or conversion of the then current benefit Issuer or one or more of members its Subsidiaries with and into a corporation and (iv) the Issuer shall comply with the requirements of all laws and Governmental Authorities, exchanges and other self-regulatory organizations that are applicable to, or have jurisdiction over, any such Beneficiary Group) will be freely pledgeable to an institutional lender (commercial bank, insurance company, brokerage or the like), which institutional lender will not be subject to sale restrictions upon default and foreclosureIPO. (c) Until the later to occur of (i) January 1, 2015 and (ii) that date upon which more than 75% of the FD Stock is owned by Persons other than Pritzkers and Foreign Pritzkers, all Pritzkers (and their successors in interest, if applicable), but not the transferees by sale (other than Pritzkers or Foreign Pritzkers who purchase directly from other Pritzkers or Foreign Pritzkers) or by, or following, foreclosures as aforesaid, will vote all of their voting securities of Hyatt (and successor Companies) consistent with the recommendations of the board of directors of Hyatt with With respect to all matters (assuming agreement as the first Public Offering in which Buyer proposes to Transfer any such matter by a majority of a minimum of three Independent directors orits Issuer Shares, in the case of transactions involving Hyatt and an Affiliate thereof, assuming agreement of all of such minimum of three Independent directors). All Pritzkers will cast and submit by proxy to Hyatt their votes in a manner consistent with this Section 3.1(c) at least five business ten days prior to the scheduled date initial submission to the SEC of the Annual or Special Meeting registration statement for such Public Offering by the Partnership, Buyer shall give written notice (the “Buyer Public Offering Notice”) to L Brands if Buyer desires to Transfer in such Public Offering any Issuer Shares eligible to be sold in such Public Offering. The Buyer Public Offering Notice shall set forth the number of stockholders Issuer Shares (the “Buyer Public Offering Securities”) that Buyer intends to sell in such Public Offering. L Brands shall have the right, exercisable by written notice given to Buyer within ten days after its receipt of Hyattthe Buyer Public Offering Notice, as applicableto acquire up to 10% of the Buyer Public Offering Securities, at (i) the offering price for each Buyer Public Offering Security set forth in the effective registration statement for such Public Offering minus (ii) the amount of the underwriting discounts and commissions per Buyer Public Offering Security set forth in the effective registration statement for such Public Offering. If L Brands elects to purchase any of the Buyer Public Offering Securities, L Brands shall purchase and pay, by wire transfer of immediately available funds to an account designated by Buyer, for such Buyer Public Offering Securities at the closing of such Public Offering; provided that, if the Transfer of such Buyer Public Offering Securities is subject to any prior regulatory approval and such approval is not obtained at least two Business Days prior to the closing of such Public Offering, then Buyer shall be entitled to sell in such Public Offering all of the Buyer Public Offering Securities set forth in the Buyer Public Offering Notice without regard to this Section 9.06(c). Buyer shall be entitled to sell all Buyer Public Offering Securities set forth in the Buyer Public Offering Notice in such Public Offering other than those acquired by L Brands pursuant to this Section 9.06(c). (d) After the Trustees have notified the Current Adult Beneficiaries of their intention to distribute Hyatt Common Stock and have commenced consultation with them as With respect to the structure first Public Offering in which Buyer Transfers any of its Issuer Shares, L Brands shall have the right (but not the obligation) to place or offer for sale in such distributionPublic Offering a number of its Issuer Shares eligible to be sold in such Public Offering up to its Pro Rata Public Offering Share, no Current Adult Beneficiary shall, until and at the earlier of (i) six months from the date of such notification same price and (ii) the date of distribution of such Hyatt Common Stock, acquire either directly, or indirectly for his exclusive benefit, any “derivative securities” (terms as defined in Rule 16a-1(c) of the Exchange Act) with respect to such Hyatt Common Stock. The Trustees hereby acknowledge and agree that it is in the best interests of the Adult Beneficiaries to distribute Hyatt stock from the Ancestor Trusts as soon as practicable following the Effective Time and, accordingly, shall distribute such stock in consultation with the Adult Beneficiaries as soon as practicable following the Effective Time subject to the underwriter’s 180-day “lock-up” agreement related to the IPO to which such stock is subjectBuyer.

IPO. (a) In the event that HBT notifies each of the parties hereto, upon not less than 3 days' prior written or facsimile notice (the "IPO NOTICE"), that HBT intends to consummate an initial public offering of its common stock on or before December 31, 2000, which has received the unanimous approval of the IPO Pricing Committee of HBT's Board of Directors (the "IPO"), the parties hereby agree to take such actions as may be reasonable and necessary to effect a merger of Newco with and into HBT on the terms and subject to the conditions set forth herein (the "MERGER"). (b) Upon the receipt of the IPO Notice, each of the parties hereby agrees to take, and shall take, the following actions: (i) Each of the parties hereto, as the shareholders of Newco, shall, if and to the extent deemed necessary, approve the Merger and the Agreement of Merger in the form of EXHIBIT E attached hereto (the "AGREEMENT OF MERGER"); (ii) HBT shall approve the Merger and the Agreement of Merger and shall have obtained, prior to the IPO Notice, the approval of the Merger by HBT's shareholders; (iii) The appropriate officers of Newco and HBT shall execute and deliver and cause to be filed with the California Secretary of State, the Agreement of Merger and such certificates of approval and other documents, in such form as required by, and executed in accordance with the relevant provisions of, the CGCL, to effect the Merger; (iv) On the Merger Closing Date, Newco and HBT shall effect the Merger by filing the Agreement of Merger with the California Secretary of State pursuant to which Newco shall be merged with and into HBT and HBT shall be the surviving corporation in the Merger. (c) Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements contained herein, Newco will merge with and into HBT at the Effective Time (as defined in this CLAUSE (c)). The terms and conditions of the Merger and the mode of carrying the same into effect will be as set forth in this Agreement and the applicable provisions of the CGCL. As a result of the Merger, the separate existence of Newco will cease and HBT will continue as the surviving corporation and shall succeed to and assume all of the rights and obligations of Newco in accordance with the CGCL. The Merger shall have the effect set forth in the CGCL. The Merger shall become effective at the time at which the Agreement of Merger has been duly filed with the California Secretary of State (for purposes of this SECTION 1.2, the time the Merger becomes effective in accordance with the foregoing being referred to as the "EFFECTIVE TIME"). The parties hereto agree that the Agreement of Merger shall be filed and the Effective Date of the Merger shall be the business day before the scheduled closing of the IPO as determined by written or facsimile notice from the managing underwriter of the IPO to HBT. (d) At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any of the following provisions shall become and be effective provided that Hyatt Common Stock continues to be Publicsecurities: (a) Until the later to occur of (i) January 1, 2015 Each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Newco Common Stock held by HBT) will be automatically converted into the right to receive one share of HBT Common Stock; (ii) that date Each share of Newco Common Stock held by HBT immediately prior the Effective Time will be canceled; (iii) All shares of Newco Common Stock will, upon which more than 75% conversion thereof into shares of HBT Common Stock at the FD Effective Time, cease to be outstanding and will automatically be canceled and retired, and each certificate previously evidencing any such Newco Common Stock is owned by Persons immediately prior to the Effective Time (other than Pritzkers and Foreign Pritzkers, all Pritzkers and Foreign Pritzkers in a Beneficiary Group (including trusts only to the extent of the then current benefit of members of such Beneficiary GroupNewco Common Stock held by HBT) will be free thereafter represent only the right to sell up receive the shares of HBT Common Stock into which such shares of Newco Common Stock represented by such certificate have been converted pursuant to 25% this Section. The holders of their aggregate holdings of Hyatt, measured certificates previously evidencing Newco Common Stock will cease to have any rights with respect to such stock or interests except as otherwise provided herein or by the CGCL. (iv) On the day of the Effective Time, in each 12 month period following HBT will issue and provide for delivery to the Effective Time (without carry-overs), and shall not sell more than such amount during any such period; provided, however, upon the unanimous affirmative vote former holders of the Independent directors of Hyatt, such 25% limitation may, with respect to such 12 month period, be increased to a higher percentage or waived entirely and provided further, that sales of Hyatt Common Stock, including Class A Newco Common Stock and Class B certificates representing shares of HBT Common Stock, between and among Pritzkers and/or Foreign Pritzkers shall be permitted without regard Stock issuable pursuant to the sale restrictions in this Section 3.1(a), and such sales shall not be counted against in the 25% limitation described hereinamounts set forth on SCHEDULE 1.2 attached hereto. (be) Notwithstanding anything to the contrary contained herein or contained in any other agreement among the parties hereto, all the shares in Hyatt owned by each Beneficiary Group (including trusts only to the extent Upon receipt of the then current benefit IPO Notice and simultaneous with the Merger, Sofinov shall purchase and HBT shall sell to Sofinov 2,178,000 additional shares of members HBT Common Stock at a price of such Beneficiary Group) will be freely pledgeable to an institutional lender (commercial bank$5.00 per share, insurance company, brokerage or the like), which institutional lender will not be subject to sale restrictions upon default and foreclosurefor a total purchase price of $10,890,000. (cf) Until Sofinov hereby approves the later to occur of IPO, PROVIDED that (i) January 1it shall be consummated on or before the 31st day of December, 2015 and 2000 (after which date any initial public offering of the securities of HBT shall require the approval of Sofinov), (ii) that date upon which more than 75% a director of HBT designated by Sofinov shall be a member of the FD Stock is owned by Persons other than Pritzkers and Foreign Pritzkers, all Pritzkers (and their successors IPO Pricing Committee of HBT appointed in interest, if applicable), but not the transferees by sale (other than Pritzkers or Foreign Pritzkers who purchase directly from other Pritzkers or Foreign Pritzkers) or by, or following, foreclosures as aforesaid, will vote all of their voting securities of Hyatt (and successor Companies) consistent connection with the recommendations IPO, and (iii) approval of the board pricing of directors of Hyatt with respect to all matters (assuming agreement as to any such matter by a majority of a minimum of three Independent directors or, in the case of transactions involving Hyatt and an Affiliate thereof, assuming agreement IPO shall require the unanimous vote of all of such minimum of three Independent directors). All Pritzkers will cast and submit by proxy to Hyatt their votes in a manner consistent with this Section 3.1(c) at least five business days prior to the scheduled date members of the Annual or Special Meeting of stockholders of Hyatt, as applicableIPO Pricing Committee. (d) After the Trustees have notified the Current Adult Beneficiaries of their intention to distribute Hyatt Common Stock and have commenced consultation with them as to the structure of such distribution, no Current Adult Beneficiary shall, until the earlier of (i) six months from the date of such notification and (ii) the date of distribution of such Hyatt Common Stock, acquire either directly, or indirectly for his exclusive benefit, any “derivative securities” (as defined in Rule 16a-1(c) of the Exchange Act) with respect to such Hyatt Common Stock. The Trustees hereby acknowledge and agree that it is in the best interests of the Adult Beneficiaries to distribute Hyatt stock from the Ancestor Trusts as soon as practicable following the Effective Time and, accordingly, shall distribute such stock in consultation with the Adult Beneficiaries as soon as practicable following the Effective Time subject to the underwriter’s 180-day “lock-up” agreement related to the IPO to which such stock is subject.

IPO. (a) At any time after the Effective Timedate which is 24 months after Completion, the following provisions shall become Andy/▇▇▇▇▇ Representative and be effective the Norman Representative may jointly, by notice in writing to the Company and copied to the Telstra Representative, elect to cause the Company to effect an IPO in accordance with applicable laws, regulations and Exchange listing rules, provided that Hyatt Common Stock continues the following conditions are satisfied to be PublicTelstra’s reasonable satisfaction: (a) Until the later to occur of (i) January 1, 2015 and the IPO Value must be an amount in excess of US$250 million; and (ii) that date upon which more than 75provided Telstra shall not have sold into the IPO or otherwise reduced, or agreed to reduce, its shareholding prior to exercising its rights under this clause: (A) Telstra shall be entitled to maintain its voting rights as a Shareholder at 51% on a Fully Exercised Basis immediately after the IPO; and (B) Telstra has the right immediately prior to the IPO to appoint a majority of Directors of the FD Stock is owned by Persons other than Pritzkers and Foreign PritzkersCompany. (iii) all Shareholders must be invited to, all Pritzkers and Foreign Pritzkers in a Beneficiary Group (including trusts only to the extent of the then current benefit of members of such Beneficiary Group) will be free to sell up to 25% of their aggregate holdings of Hyatt, measured as of the Effective Time, in each 12 month period following the Effective Time (without carry-overs), and shall not sell more than such amount during any such period; provided, however, upon the unanimous affirmative vote of the Independent directors of Hyatt, such 25% limitation may, with respect to such 12 month period, be increased to a higher percentage or waived entirely and provided further, that sales of Hyatt Common Stock, including Class A Common Stock and Class B Common Stock, between and among Pritzkers and/or Foreign Pritzkers shall be permitted without regard to the sale restrictions in this Section 3.1(a), and such sales but shall not be counted against obliged to, participate in the 25% limitation described herein.IPO in accordance with their Respective Proportions but, for the avoidance of doubt, if Telstra elects to sell Shares in the IPO then it loses its rights under clause 21.1(a)(ii). Amended and Restated Sequel Shareholders Agreement 35 (b) Notwithstanding anything If the Company undertakes to publicly offer or list its Shares for trading under an IPO: (i) subject to compliance with applicable law, the contrary contained herein Andy/▇▇▇▇▇ Representative and the Norman Representative will jointly implement the IPO process including in relation to: (A) the selection of the Exchange for the IPO; (B) the appointment of investment banks, lawyers and other advisers in connection with the IPO; and (C) the conduct of IPO generally, provided that the consent of the Telstra Representative must first be obtained in writing for all material actions or contained in any other agreement among the parties hereto, all the shares in Hyatt owned by each Beneficiary Group omissions (including trusts only any selection or appointment or making any application or lodging or filing any document) which shall not be unreasonably withheld; and (ii) Telstra will use reasonable efforts to cooperate with the Company to apply for approvals from relevant authorities and Exchanges, including furnishing information about itself and its Shares and, to the extent reasonable, furnishing consents, to the extent permitted by law and the rules of the then current benefit of members of such Beneficiary Group) will be freely pledgeable to an institutional lender (commercial bank, insurance company, brokerage or the like), which institutional lender will not be subject to sale restrictions upon default and foreclosureany Exchange. (c) Until the later to occur of Notwithstanding sub-clause (ib) January 1, 2015 and (ii) that date upon which more than 75% of the FD Stock is owned by Persons other than Pritzkers and Foreign Pritzkers, all Pritzkers (and their successors in interestabove, if applicable)Telstra or any related party of Telstra is requested by the Company, but not the transferees by sale any underwriter, any Exchange or any other third party to provide any material warranty, indemnity, guarantee, non-compete, assurance or undertaking (other than Pritzkers or Foreign Pritzkers who purchase directly from other Pritzkers or Foreign Pritzkerseach an “Assurance”) or byin relation to an IPO which would result in its assuming a material potential liability, or following, foreclosures as aforesaid, Telstra will vote all of their voting securities of Hyatt (and successor Companies) consistent with the recommendations of the board of directors of Hyatt with respect to all matters (assuming agreement as give reasonable consideration to any such matter Assurance where the liability to be assumed by a majority it is not out of a minimum proportion to any benefits it will realise from the IPO but, for the avoidance of three Independent directors ordoubt, Telstra is not obliged to give any such Assurance. In determining whether or not to give any such Assurance, Telstra will take into account back to back Assurances in its favour offered to be given by other Parties or creditworthy entities and also take into account market precedents to the extent comparable to the circumstances of the parties at the time. For the avoidance of doubt, nothing in the case foregoing provisions of transactions involving Hyatt this clause 21.1(c) is intended to imply that any Director or executive need not assume the normal responsibilities and an Affiliate thereof, assuming agreement of all liabilities of such minimum of three Independent directors). All Pritzkers will cast and submit by proxy persons in relation to Hyatt their votes in a manner consistent with this Section 3.1(c) at least five business days prior to the scheduled date of the Annual or Special Meeting of stockholders of Hyattcompany undertaking an IPO, as applicable. (d) After the Trustees have notified the Current Adult Beneficiaries of their intention to distribute Hyatt Common Stock and have commenced consultation with them as to the structure of such distribution, no Current Adult Beneficiary shall, until the earlier of (i) six months from the date of such notification and (ii) the date of distribution of such Hyatt Common Stock, acquire either directly, or indirectly for his exclusive benefit, any “derivative securities” (as defined in Rule 16a-1(c) of the Exchange Act) with respect to such Hyatt Common Stock. The Trustees hereby acknowledge and agree that it is in the best interests of the Adult Beneficiaries to distribute Hyatt stock from the Ancestor Trusts as soon as practicable following the Effective Time and, accordingly, shall distribute such stock in consultation with the Adult Beneficiaries as soon as practicable following the Effective Time subject to the underwriter’s 180-day “lock-up” agreement related to the IPO to which such stock is subjecttheir normal rights, defences and protections in relation thereto.

IPO. At the Effective TimeFollowing an IPO, the Optionee shall be entitled to exercise a portion any or all of the Optionee’s then vested Options; equal to the number of such then-vested Options multiplied by a fraction, the numerator of which is the amount of cash realized by Sun in connection with such IPO and the denominator of which is the total amount of Sun’s investment in the Company (including, for the avoidance of doubt, both debt and equity) prior to such time, provided, however, that the number of vested Options that are exercisable on account of such IPO shall not exceed 100%, provided further that in the event that any of the events in Sections 7(a) or 7(b) occur following provisions the IPO, the Options may be exercised, and will expire, in accordance with Section 7 or Section 10, whichever is applicable. For the avoidance of doubt, the Options that are not then-vested as of the IPO shall continue to vest in accordance with Section 6 hereof and shall become and be effective provided that Hyatt Common Stock continues to be Public: (a) Until vested upon the later first to occur of Sections 7(a) and 7(b) hereof. Following an IPO, in the event that the publicly traded entity is a successor to or parent or subsidiary of the Company, then the Options shall in good faith be adjusted to provide that (i) January 1, 2015 the Common Stock underlying such Options shall be the Common Stock of the entity that is publicly traded and (ii) that date upon which more than 75% the aggregate spread value (i.e., the difference between the exercise price of the FD Stock is owned by Persons other than Pritzkers options and Foreign Pritzkers, all Pritzkers and Foreign Pritzkers in a Beneficiary Group (including trusts only to the extent fair market value of the then current benefit of members of stock covered by them immediately prior to such Beneficiary Groupadjustment) will be free to sell up to 25% of their aggregate holdings of Hyatt, measured as of the Effective Timeis preserved, in each case consistent with the requirements of Section 12 month of the Plan; provided however that no such adjustment shall be made or required in a manner that would cause the Optionee to become subject to the excise tax under Section 409A of the Code. For the avoidance of doubt, in no event shall the previous sentence modify the vesting or exercisability provisions of this Grant Agreement. Following an IPO, if any period following a termination of employment during which a vested option may be exercised pursuant to the Effective Time (without carry-overs), and shall not sell more than such amount terms of this Agreement occurs during any such a “black out period; provided, however, upon ” under the unanimous affirmative vote Company’s Security Trading Policy which would be applicable to the Optionee if the Optionee remained an employee of the Independent directors of HyattCompany, such 25% limitation may, with respect to such 12 month period, be increased to a higher percentage or waived entirely and provided further, that sales of Hyatt Common Stock, including Class A Common Stock and Class B Common Stock, between and among Pritzkers and/or Foreign Pritzkers shall be permitted without regard to the sale restrictions in this Section 3.1(a), and such sales period shall not be counted against for purposes of calculating such post termination exercise period, provided, however in no event shall the 25% limitation described hereinoption remain exercisable following the date that is ten (10) years following the date of grant of the option. (b) Notwithstanding anything to 4. This Amendment represents the contrary contained herein or contained in any other agreement among complete and total understanding of the parties hereto, all the shares in Hyatt owned by each Beneficiary Group (including trusts only to the extent of the then current benefit of members of such Beneficiary Group) will be freely pledgeable to an institutional lender (commercial bank, insurance company, brokerage or the like), which institutional lender will not be subject to sale restrictions upon default and foreclosure. (c) Until the later to occur of (i) January 1, 2015 and (ii) that date upon which more than 75% of the FD Stock is owned by Persons other than Pritzkers and Foreign Pritzkers, all Pritzkers (and their successors in interest, if applicable), but not the transferees by sale (other than Pritzkers or Foreign Pritzkers who purchase directly from other Pritzkers or Foreign Pritzkers) or by, or following, foreclosures as aforesaid, will vote all of their voting securities of Hyatt (and successor Companies) consistent with the recommendations of the board of directors of Hyatt with respect to all matters (assuming agreement as to any such matter by a majority of a minimum of three Independent directors or, in the case of transactions involving Hyatt and an Affiliate content thereof, assuming agreement and cannot be modified or altered except if done so in writing, executed by all parties. 5. This Amendment shall in no way modify, alter, change or otherwise delete any provision of the Option Agreement, unless specifically done so by the terms of this Amendment, and all the remaining provisions of the Option Agreement shall remain in full force and effect. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed to be an original, but all of such minimum of three Independent directors). All Pritzkers will cast which together shall constitute one and submit by proxy to Hyatt their votes in a manner consistent with this Section 3.1(c) at least five business days prior to the scheduled date of the Annual or Special Meeting of stockholders of Hyatt, as applicablesame instrument. (d) After the Trustees have notified the Current Adult Beneficiaries of their intention to distribute Hyatt Common Stock and have commenced consultation with them as to the structure of such distribution, no Current Adult Beneficiary shall, until the earlier of (i) six months from the date of such notification and (ii) the date of distribution of such Hyatt Common Stock, acquire either directly, or indirectly for his exclusive benefit, any “derivative securities” (as defined in Rule 16a-1(c) of the Exchange Act) with respect to such Hyatt Common Stock. The Trustees hereby acknowledge and agree that it is in the best interests of the Adult Beneficiaries to distribute Hyatt stock from the Ancestor Trusts as soon as practicable following the Effective Time and, accordingly, shall distribute such stock in consultation with the Adult Beneficiaries as soon as practicable following the Effective Time subject to the underwriter’s 180-day “lock-up” agreement related to the IPO to which such stock is subject.

IPO. At the Effective Time, the following provisions shall become and be effective provided that Hyatt Common Stock continues to be Public: (a) Until In connection with an IPO, SHUSA and the later Acquirers agree to occur of (i) January 1negotiate in good faith, 2015 and (ii) that date upon which more than 75% with the advice of the FD Stock is owned by Persons lead underwriters for an IPO, to attempt to take advantage of “controlled company” or other than Pritzkers exceptions to retain the voting rights and Foreign Pritzkers, all Pritzkers and Foreign Pritzkers in a Beneficiary Group (including trusts only corporate governance provisions applicable to the extent of the then current benefit of members of such Beneficiary Group) will be free to sell up to 25% of their aggregate holdings of Hyatt, measured Company as of the Effective Time, in each 12 month period following the Effective Time (without carry-overs), and shall not sell more than such amount during any such perioddate hereof; provided, however, upon the unanimous affirmative vote of the Independent directors of Hyatt, that such 25% limitation may, with respect to such 12 month period, be increased to a higher percentage or waived entirely voting rights and provided further, that sales of Hyatt Common Stock, including Class A Common Stock and Class B Common Stock, between and among Pritzkers and/or Foreign Pritzkers shall be permitted without regard to the sale restrictions in this Section 3.1(a), and such sales corporate governance provisions shall not be counted against required to be retained if following such good faith negotiations SHUSA and the 25% limitation described hereinAcquirers fail to agree on such provisions, in which case the provisions of Section 6.15(b) shall apply. (b) Notwithstanding anything In connection with an IPO in which SHUSA and the Acquirers fail to agree on voting rights and corporate governance provisions pursuant to Section 6.15(a), this Agreement, the contrary contained herein or contained in any other agreement among the parties hereto, all the shares in Hyatt owned by each Beneficiary Group (including trusts only to the extent articles of incorporation and by-laws of the then current benefit Company and the organizational documents of members each Significant Subsidiary shall be amended upon the recommendation of the lead underwriters for such Beneficiary Group) will be freely pledgeable IPO in order to an institutional lender (commercial bank, insurance company, brokerage maximize the per share value of the Shares sold or the like), which institutional lender will not be subject issued in such IPO to sale restrictions upon default and foreclosure. (c) Until the later to occur of (i) January 1eliminate or adjust the voting rights and corporate governance provisions set forth in this Agreement, 2015 the articles of incorporation or by-laws of the Company or the organizational documents of any Significant Subsidiary and (ii) that date upon which more than 75% include such other terms as are appropriate for a public company, so long as, following such changes, the Company complies with all applicable corporate governance and other listing requirements of the FD Stock is owned by Persons other applicable exchange on which its shares will be listed without reliance on any “controlled company” or similar exception. Notwithstanding the foregoing, the New Acquirer’s voting and corporate governance rights shall not be eliminated or reduced without their consent, unless SHUSA’s voting and corporate governance rights are also adjusted to be no more favorable than Pritzkers and Foreign Pritzkers, all Pritzkers (and their successors those of the New Acquirer. In the event the Board Reserved Matters or Shareholder Reserved Matters are adjusted in interest, if applicablean IPO pursuant to this Section 6.15(b), but not then the transferees by sale (other than Pritzkers or Foreign Pritzkers who purchase directly from other Pritzkers or Foreign Pritzkers) or by, or following, foreclosures as aforesaid, will vote all of their voting securities of Hyatt (and successor Companies) consistent with Company’s actual Two Year Net Income used for the recommendations calculation of the board Post-IPO Contingent Adjustments shall be adjusted to be an amount equal to the product of directors (x) the quotient of Hyatt with respect to all matters (assuming agreement as to any such matter A) the Company’s actual Two Year Net Income divided by (B) the average number of Shares outstanding during fiscal years 2014 and 2015 (on a majority fully diluted basis based on the treasury stock method), multiplied by (y) the number of a minimum of three Independent directors or, in the case of transactions involving Hyatt and an Affiliate thereof, assuming agreement of all of such minimum of three Independent directors). All Pritzkers will cast and submit by proxy to Hyatt their votes in a manner consistent with this Section 3.1(c) at least five business days Shares outstanding immediately prior to the scheduled IPO (on a fully diluted basis based on the treasury stock method), in each case as adjusted from time to time for any reorganization, reclassification, stock split, stock dividend, reverse stock split, or other like changes in the Company’s capitalization since the date hereof. The Shareholders agree that they will take, and cause their Affiliates (including any directors nominated by such Shareholder) to take, any and all actions necessary to give effect to the foregoing, including voting their Shares and any other Securities of the Annual or Special Meeting of stockholders of Hyatt, as applicable. Company (d) After the Trustees have notified the Current Adult Beneficiaries of their intention to distribute Hyatt Common Stock and have commenced consultation with them as to the structure extent such Securities have voting rights) at any regular or special meeting of the shareholders of the Company, or in any written consent in lieu of such distributiona meeting of shareholders, no Current Adult Beneficiary shallto cause the amendment of this Agreement, until the earlier articles of incorporation or by-laws of the Company or the organizational documents of any Significant Subsidiary, which amendments are necessary to give effect to the actions contemplated by the preceding clauses (i) six months from the date of such notification and (ii) or with Section 6.15(a), as applicable. The Shareholders shall take all other actions necessary to ensure the date amendment of distribution this Agreement, the articles of such Hyatt Common Stock, acquire either directly, incorporation or indirectly for his exclusive benefit, any “derivative securities” (as defined in Rule 16a-1(c) by-laws of the Exchange ActCompany or the organizational documents of any Significant Subsidiary, which amendments are necessary to give effect to the actions contemplated by the preceding clauses (i) and (ii) or with respect to such Hyatt Common StockSection 6.15(a), as applicable and shall not take any actions which are inconsistent with the intent and purpose of the foregoing. The Trustees hereby acknowledge and agree that it is in Company shall take all actions necessary to cause the best interests amendment of this Agreement, the articles of incorporation or by-laws of the Adult Beneficiaries Company or the organizational documents of any Significant Subsidiary, which amendments are necessary to distribute Hyatt stock from give effect to the Ancestor Trusts actions contemplated by the preceding clauses (i) and (ii) or with Section 6.15(a), as soon as practicable following the Effective Time andapplicable, accordingly, and shall distribute such stock in consultation not take any actions which are inconsistent with the Adult Beneficiaries as soon as practicable following intent and purpose of the Effective Time subject to the underwriter’s 180-day “lock-up” agreement related to the IPO to which such stock is subjectforegoing.

IPO. At the Effective Time, the following provisions shall become and be effective provided that Hyatt Common Stock continues to be Public: (a) Until the later to occur of (i) January 1, 2015 and (ii) that date upon which more than 75% of the FD Stock is owned by Persons other than Pritzkers and Foreign Pritzkers, all Pritzkers and Foreign Pritzkers in a Beneficiary Group (including trusts only to the extent of the then current benefit of members of such Beneficiary Group) will be free to sell up to 25% of their aggregate holdings of Hyatt, measured as of the Effective Time, in each 12 month period following the Effective Time (without carry-overs), and shall not sell more than such amount during any such period; provided, however, upon the unanimous affirmative vote of the Independent directors of Hyatt, such 25% limitation may, with respect to such 12 month period, be increased to a higher percentage or waived entirely and provided further, that sales of Hyatt Common Stock, including Class A Common Stock and Class B Common Stock, between and among Pritzkers and/or Foreign Pritzkers shall be permitted without regard to the sale restrictions in this Section 3.1(a), and such sales shall not be counted against the 25% limitation described herein. (b) Notwithstanding anything to the contrary contained herein or contained in any other agreement among the parties hereto, all the shares in Hyatt owned by each Beneficiary Group (including trusts only to the extent of the then current benefit of members of such Beneficiary Group) will be freely pledgeable to an institutional lender (commercial bank, insurance company, brokerage or the like), which institutional lender will not be subject to sale restrictions upon default and foreclosure. (c) Until the later to occur of (i) January 1, 2015 and (ii) that date upon which more than 75% of the FD Stock is owned by Persons other than Pritzkers and Foreign Pritzkers, all Pritzkers (and their successors in interest, if applicable), but not the transferees by sale (other than Pritzkers or Foreign Pritzkers who purchase directly from other Pritzkers or Foreign Pritzkers) or by, or following, foreclosures as aforesaid, will vote all of their voting securities of Hyatt (and successor Companies) consistent with the recommendations of the board of directors of Hyatt with respect to all matters (assuming agreement as to any such matter by a majority of a minimum of three Independent directors or, in the case of transactions involving Hyatt ▇▇▇▇▇ and an Affiliate thereof, assuming agreement of all of such minimum of three Independent directors). All Pritzkers will cast and submit by proxy to Hyatt their votes in a manner consistent with this Section 3.1(c) at least five business days prior to the scheduled date of the Annual or Special Meeting of stockholders of Hyatt, as applicable. (d) After the Trustees have notified the Current Adult Beneficiaries of their intention to distribute Hyatt Common Stock and have commenced consultation with them as to the structure of such distribution, no Current Adult Beneficiary shall, until the earlier of (i) six months from the date of such notification and (ii) the date of distribution of such Hyatt Common Stock, acquire either directly, or indirectly for his exclusive benefit, any “derivative securities” (as defined in Rule 16a-1(c) of the Exchange Act) with respect to such Hyatt Common Stock. The Trustees hereby acknowledge and agree that it is in the best interests of the Adult Beneficiaries to distribute Hyatt stock from the Ancestor Trusts as soon as practicable following the Effective Time and, accordingly, shall distribute such stock in consultation with the Adult Beneficiaries as soon as practicable following the Effective Time subject to the underwriter’s 180-day “lock-up” agreement related to the IPO to which such stock is subject.

IPO. At the Effective Time, the following provisions shall become and be effective provided that Hyatt Common Stock continues to be Public:, the beneficiaries of the Hyatt Owning Trusts shall (and agree that the Pritzkers shall and desire that the Trustee shall) act in accordance with the following provisions as to any shares of Hyatt Common Stock that the Pritzkers directly or indirectly own (and the Adult Beneficiaries shall inform the Trustee thereof): (a) Until the later to occur of (i) January 1, 2015 and (ii) that date upon which more than 75% of the FD Stock is owned by Persons other than Pritzkers and Foreign Domestic Pritzkers, all Pritzkers and Foreign Domestic Pritzkers in a Beneficiary Group (including trusts only to the extent of the then current benefit of members of such Beneficiary Group) will be free to sell up to 25% of their aggregate holdings of Hyatt, measured as of the Effective Time, in each 12 month period following the Effective Time (without carry-overs), and shall not sell more than such amount during any such period; provided, however, upon the unanimous affirmative vote of the Independent directors of Hyatt, such 25% limitation may, with respect to such 12 month period, be increased to a higher percentage or waived entirely and provided further, that sales of Hyatt Common Stock, including Class A Common Stock and Class B Common Stock, between and among Pritzkers and/or Foreign Domestic Pritzkers shall be permitted without regard to the sale restrictions in this Section 3.1(a), and such sales shall not be counted against the 25% limitation described herein. (b) Notwithstanding anything to the contrary contained herein or contained in any other agreement among the parties hereto, all the shares in Hyatt owned directly or indirectly by each Beneficiary Group (including trusts only to the extent of the then current benefit of members of such Beneficiary Group) will be freely pledgeable to an institutional lender (commercial bank, insurance company, brokerage or the like), which institutional lender will not be subject to sale restrictions upon default and foreclosure. (c) Until the later to occur of (i) January 1, 2015 and (ii) that date upon which more than 75% of the FD Stock is owned by Persons other than Pritzkers and Foreign Domestic Pritzkers, all Pritzkers (and their successors in interest, if applicable), but not the transferees by sale (other than Pritzkers or Foreign Domestic Pritzkers who purchase directly from other Pritzkers or Foreign Domestic Pritzkers) or by, or following, foreclosures as aforesaid, will vote (or cause to be voted) all of their the voting securities of Hyatt (and successor Companies) held directly or indirectly by them consistent with the recommendations of the board of directors of Hyatt with respect to all matters (assuming agreement as to any such matter by a majority of a minimum of three Independent directors or, in the case of transactions involving Hyatt ▇▇▇▇▇ and an Affiliate thereof, assuming agreement of all of such minimum of three Independent directors). All Pritzkers will cast and submit by proxy to Hyatt their votes in a manner consistent with this Section 3.1(c) at least five business days prior to the scheduled date of the Annual or Special Meeting of stockholders of Hyatt, as applicable. (d) After the Trustees have Trustee has notified the Current Adult Beneficiaries of their its intention to distribute Hyatt Common Stock and have has commenced consultation with them as to the structure of such distribution, no Current Adult Beneficiary shall, until the earlier of (i) six months from the date of such notification and (ii) the date of distribution of such Hyatt Common Stock, acquire either directly, or indirectly for his exclusive benefit, any “derivative securities” (as defined in Rule 16a-1(c) of the Exchange Act) with respect to such Hyatt Common Stock. The Trustees Adult Beneficiaries hereby acknowledge and agree that it is in the best interests of the Adult Beneficiaries for the Trustee to distribute Hyatt stock from the Ancestor Trusts as soon as practicable following the Effective Time and, accordingly, shall inform the Trustee that it is the Adult Beneficiaries’ desire that the Trustee distribute such stock in consultation with the Adult Beneficiaries as soon as practicable following the Effective Time subject to the underwriter’s 180-day “lock-up” agreement related to the IPO to which such stock is subject.