EXPEDIA GROUP, INC., as Issuer AND THE SUBSIDIARY GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, as Guarantors AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 19, 2021 0% Convertible Senior Notes due 2026Indenture • February 19th, 2021 • Expedia Group, Inc. • Transportation services • New York
INDENTURE dated as of February 19, 2021 among Expedia Group, Inc., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
dated as of July 8, 2005 amongCredit Agreement • July 14th, 2005 • Expedia, Inc. • Transportation services • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 15th, 2020 • Expedia Group, Inc. • Transportation services • New York
This REGISTRATION RIGHTS AGREEMENT dated July 14, 2020 (the “Agreement”) is entered into by and among Expedia Group, Inc., a Delaware corporation (the “Company”), the subsidiary guarantors listed in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities LLC, as representative (the “Representative”) of the initial purchasers (the “Initial Purchasers”) listed in Schedule 1 to the Purchase Agreement dated July 7, 2020 (the “Purchase Agreement”).
AMONGGovernance Agreement • August 22nd, 2005 • Expedia, Inc. • Transportation services • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2021 • Expedia Group, Inc. • Transportation services • New York
This REGISTRATION RIGHTS AGREEMENT dated March 3, 2021 (the “Agreement”) is entered into by and among Expedia Group, Inc., a Delaware corporation (the “Company”), the subsidiary guarantors listed in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the initial purchasers (the “Initial Purchasers”) listed in Schedule 1 to the Purchase Agreement dated February 16, 2021 (the “Purchase Agreement”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2020 • Expedia Group, Inc. • Transportation services • Washington
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Eric Hart (“Executive”) and Expedia, Inc., a Washington corporation (the “Company”), and is effective as of November 1, 2019 (the “Effective Date”).
This Joint Filing Agreement confirms the agreement by and among the undersigned that the Schedule 13G is filed on behalf of (i) each member of the group identified in Item 8 and (ii) the other reporting person(s) identified in Item 6 that may be...Joint Filing Agreement • February 15th, 2007 • Expedia, Inc. • Transportation services
EXHIBIT 4.4 OPTIONHOLDER EQUITY WARRANT AGREEMENT DATED AS OF AUGUST 9, 2005Equity Warrant Agreement • August 22nd, 2005 • Expedia, Inc. • Transportation services • New York
AGREEMENT AND PLAN OF MERGER by and among EXPEDIA, INC., XETA, INC. and ORBITZ WORLDWIDE, INC. Dated as of February 12, 2015Agreement and Plan of Merger • February 13th, 2015 • Expedia, Inc. • Transportation services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of February 12, 2015 (this “Agreement”), is made by and among EXPEDIA, INC., a Delaware corporation (the “Parent”), XETA, INC., a Delaware corporation and an indirect wholly owned subsidiary of the Parent (the “Merger Sub”), and ORBITZ WORLDWIDE, INC., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
AMENDED AND RESTATED GOVERNANCE AGREEMENT among EXPEDIA, INC., LIBERTY INTERACTIVE CORPORATION, and BARRY DILLER Dated as of December 20, 2011Governance Agreement • December 27th, 2011 • Expedia, Inc. • Transportation services • Delaware
Amended and Restated Governance Agreement, dated as of December 20, 2011 (the “Agreement”), among Expedia, Inc., a Delaware corporation (“Expedia,” or the “Company”), Liberty Interactive Corporation, a Delaware corporation formerly known as Liberty Media Corporation, for itself and on behalf of the members of its Stockholder Group (“Liberty”), and Mr. Barry Diller (“Mr. Diller”) for himself and on behalf of the members of his Stockholder Group.
EXPEDIA, INC. STOCK OPTION AGREEMENTStock Option Agreement • February 8th, 2019 • Expedia Group, Inc. • Transportation services
THIS AGREEMENT (this “Agreement”), dated [●], is entered into by and between Expedia, Inc., a Delaware corporation (the “Corporation”) and [●] (the “Participant”). All capitalized terms used herein, to the extent not defined, shall have the meanings set forth in the Corporation’s Fourth Amended and Restated 2005 Stock and Annual Incentive Plan (as amended from time to time, the “Plan”).
EXPEDIA, INC.Stockholders Agreement • August 22nd, 2005 • Expedia, Inc. • Transportation services • Delaware
AGREEMENT AND PLAN OF REORGANIZATION by and among EXPEDIA, INC., HMS 1 INC. and HOMEAWAY, INC. dated as of November 4, 2015Agreement and Plan of Reorganization • November 5th, 2015 • Expedia, Inc. • Transportation services • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated November 4, 2015, is by and among Expedia, Inc., a Delaware corporation (“Parent”), HMS 1 Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”) and HomeAway, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement, unless the context clearly provides otherwise. Parent, Purchaser and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
EXPEDIA GROUP, INC., as Issuer the Subsidiary Guarantors from time to time parties hereto, and U.S. BANK NATIONAL ASSOCIATION, as Trustee 7.000% Senior Notes due 2025 INDENTURE Dated as of May 5, 2020Indenture • May 5th, 2020 • Expedia Group, Inc. • Transportation services • New York
INDENTURE, dated as of May 5, 2020, among EXPEDIA GROUP, INC., a Delaware corporation (the “Company”), the Subsidiary Guarantors from time to time parties hereto and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT between LIBERTY INTERACTIVE CORPORATION and BARRY DILLER Dated as of December 20, 2011 EXPEDIA, INC.Stockholders Agreement • February 10th, 2012 • Expedia, Inc. • Transportation services • Delaware
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT dated as of December 20, 2011 between Liberty Interactive Corporation (formerly known as Liberty Media Corporation), a Delaware corporation (“Liberty”), for itself and on behalf of the members of the Liberty Stockholder Group, and Mr. Barry Diller (“Diller”), for himself and on behalf of the members of the Diller Stockholder Group.
indicated in single underlined text (indicated textually in the same manner as the following example: single-underlined text or single-underlined text) in Exhibit A hereto and by deleting the language indicated by strikethrough text (indicated...Credit Agreement • June 1st, 2018 • Expedia Group, Inc. • Transportation services • New York
EXPEDIA, INC. STOCK OPTION AGREEMENTStock Option Agreement • April 30th, 2010 • Expedia, Inc. • Transportation services
THIS AGREEMENT (this “Agreement”), dated as of the Grant Date specified on the Summary of Award (as defined below), by and between Expedia, Inc., a Delaware corporation (the “Corporation”), and Gary M. Fritz (the “Eligible Individual”).
TAX SHARING AGREEMENT by and between EXPEDIA, INC. and TRIPADVISOR, INC. Dated as of December 20, 2011Tax Sharing Agreement • December 27th, 2011 • Expedia, Inc. • Transportation services
This TAX SHARING AGREEMENT (this “Agreement”), dated as of December 20, 2011, by and between Expedia, Inc., a Delaware corporation (“Parent”), and TripAdvisor, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”).
SHARE PURCHASE AGREEMENT by and among EXPEDIA, INC., EXPEDIA ASIA PACIFIC – ALPHA LIMITED, CTRIP.COM INTERNATIONAL, LTD., C-TRAVEL INTERNATIONAL LIMITED, LUXURIANT HOLDINGS LIMITED, KEYSTONE LODGING HOLDINGS LIMITED, and PLATENO GROUP LIMITED Dated as...Share Purchase Agreement • May 22nd, 2015 • Expedia, Inc. • Transportation services • New York
This SHARE PURCHASE AGREEMENT, dated as of May 22, 2015 (this “Agreement”), is by and among Expedia, Inc., a Delaware corporation (“Expedia”), Expedia Asia Pacific – Alpha Limited, an exempted limited liability company under the Laws of the Cayman Islands (the “Seller”), Ctrip.com International, Ltd., a Cayman Islands exempted company (“Ctrip”), C-Travel International Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Ctrip (“C-Travel”), Luxuriant Holdings Limited, a limited liability company incorporated under the Laws of the Cayman Islands (“Luxuriant”), Keystone Lodging Holdings Limited, a limited liability company organized and existing under the Laws of the Cayman Islands (“Keystone”), and Plateno Group Limited, a limited liability company organized and existing under the Laws of the Cayman Islands (“Plateno” and, together with Keystone, the “Keystone Purchasers”). Expedia, the Seller, Ctrip, C-Travel, Luxuriant and Keystone Purchasers are referred to in t
EXPEDIA, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 14th, 2006 • Expedia, Inc. • Transportation services • Delaware
THIS AGREEMENT, dated as of the award date (the “Award Date”) designated on the Summary of Award referenced below, between Expedia, Inc., a Delaware corporation (the “Corporation”), and Burke Norton (the “Eligible Individual”) designated as receiving an award of restricted stock units (the “Restricted Stock Units”) by the Compensation/Benefits Committee of the Board of Directors of the Corporation (or such other Committee as the Board may from time to time designate) (the “Committee”).
EXPEDIA GROUP, INC., as Issuer the Subsidiary Guarantors from time to time parties hereto, and U.S. BANK NATIONAL ASSOCIATION, as Trustee 2.950% Senior Notes due 2031 INDENTURE Dated as of March 3, 2021 CROSS-REFERENCE TABLE Certain Sections of this...Indenture • March 3rd, 2021 • Expedia Group, Inc. • Transportation services • New York
INDENTURE, dated as of March 3, 2021, among EXPEDIA GROUP, INC., a Delaware corporation (the “Company”), the Subsidiary Guarantors from time to time parties hereto and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 12th, 2021 • Expedia Group, Inc. • Transportation services • Delaware
THIS AGREEMENT, dated as of the award date (the “Award Date”) designated on the Summary of Award referenced below, between Expedia Group, Inc., a Delaware corporation (the “Corporation”), and the eligible director of the Corporation (the “Director”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 28th, 2010 • Expedia, Inc. • Transportation services • Delaware
STOCK PURCHASE AGREEMENT, dated as of May 28, 2010 (the “Agreement”), by and between LAWRENCE AURIANA, a United States citizen (“Seller”) and SANDGRAIN SECURITIES INC., a Delaware corporation (“Seller Representative”) (together with Seller, “Seller Parties”), on the one hand, and EXPEDIA ASIA PACIFIC – ALPHA LIMITED, an exempted company incorporated with limited liability in the Cayman Islands (“Buyer”), on the other hand.
EXPEDIA GROUP, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • April 29th, 2020 • Expedia Group, Inc. • Transportation services • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT, including any additional terms and conditions set forth in any appendix for the Participant's country (the "Appendix" and, together, this "Agreement"), dated as of the Award Date, is concluded by and between Expedia Group, Inc., a U.S. Delaware corporation (the "Corporation"), and the undersigned employee of the Corporation, Affiliate or Subsidiary (the "Participant").
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 18th, 2011 • Expedia, Inc. • Transportation services • Hong Kong
SHARE PURCHASE AGREEMENT (this “Agreement”) dated as of May 16, 2011 between eLong, Inc., an exempted limited liability company under the laws of the Cayman Islands (the “Company”) and Expedia Asia Pacific-Alpha Limited, an exempted limited liability company under the laws of the Cayman Islands (the “Purchaser”).
EXPEDIA, INC. STOCK OPTION AGREEMENTStock Option Agreement • April 27th, 2018 • Expedia Group, Inc. • Transportation services
THIS AGREEMENT (this “Agreement”), dated March 2, 2018, is entered into by and between Expedia, Inc., a Delaware corporation (the “Corporation”) and Robert Dzielak (the “Participant”). All capitalized terms used herein, to the extent not defined, shall have the meanings set forth in the Corporation’s Fourth Amended and Restated 2005 Stock and Annual Incentive Plan (as amended from time to time, the “Plan”).
FIRST AMENDMENT dated as of February 4, 2016 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among EXPEDIA,...Credit Agreement • February 8th, 2016 • Expedia, Inc. • Transportation services • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 5, 2014 (this “Agreement”), among EXPEDIA, INC., a Delaware corporation; EXPEDIA, INC., a Washington corporation; TRAVELSCAPE, LLC, a Nevada limited liability company; HOTWIRE, INC., a Delaware corporation; the LENDERS from time to time party hereto; JPMORGAN CHASE BANK, N.A., as Administrative Agent; and J.P. MORGAN EUROPE LIMITED, as London Agent.
STOCKHOLDERS AGREEMENT between LIBERTY MEDIA CORPORATION and BARRY DILLER Dated as of August 9, 2005Stockholders Agreement • November 14th, 2005 • Expedia, Inc. • Transportation services • Delaware
STOCKHOLDERS AGREEMENT, dated as of August 9, 2005, between Liberty Media Corporation, a Delaware corporation (“Liberty”), for itself and on behalf of the members of the Liberty Stockholder Group and Mr. Barry Diller (“Diller”), for himself and on behalf of the members of the Diller Stockholder Group.
INVESTMENT AGREEMENT by and between EXPEDIA GROUP, INC., and AP FORT HOLDINGS, L.P. Dated as of April 23, 2020Registration Rights Agreement • April 23rd, 2020 • Expedia Group, Inc. • Transportation services • Delaware
INVESTMENT AGREEMENT, dated as of April 23, 2020 (this “Agreement”), by and between Expedia Group, Inc., a Delaware corporation (the “Company”), and AP Fort Holdings, L.P., a Delaware limited partnership (the “Purchaser”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 18th, 2011 • Expedia, Inc. • Transportation services • Hong Kong
INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of May 16, 2011 among eLong, Inc., an exempted limited liability company under the laws of the Cayman Islands (the “Company”), TCH Sapphire Limited, a British Virgin Islands company limited by shares (the “Investor”) and Expedia Asia Pacific-Alpha Limited, an exempted limited liability company under the laws of the Cayman Islands (“Expedia”).
CRS MARKETING, SERVICES AND DEVELOPMENT AGREEMENTServices and Development Agreement • June 17th, 2005 • Expedia, Inc. • Transportation services • Washington
This CRS MARKETING, SERVICES AND DEVELOPMENT AGREEMENT, dated and effective as of December 15, 1995 (the “Agreement”), by and between MICROSOFT CORPORATION, a Washington corporation, with its principal office at One MICROSOFT Way, Redmond, Washington 98052 (“MICROSOFT”), and WORLDSPAN, L.P., a Delaware limited partnership, with its principal office at 300 Galleria Parkway NW, Atlanta, Georgia 30339 (“WORLDSPAN”)
VOTING AGREEMENTVoting Agreement • April 16th, 2019 • Expedia Group, Inc. • Transportation services • Delaware
This Voting Agreement (this “Agreement”), dated as of April 15, 2019, is entered into by and between Expedia Group, Inc., a Delaware corporation (“Parent”), and each of the undersigned (each, a “Shareholder” and, together, the “Shareholders”), each a shareholder of Liberty Expedia Holdings, Inc., a Delaware corporation (the “Company”).
EXCHANGE AGREEMENTGovernance Agreement • April 16th, 2019 • Expedia Group, Inc. • Transportation services • Delaware
Second Amended and Restated Governance Agreement, dated as of April 15, 2019 (this “Agreement”), between Expedia Group, Inc., a Delaware corporation (“Expedia Group,” or the “Company”), and Mr. Barry Diller (“Mr. Diller” or the “Stockholder”).
AGREEMENT AND PLAN OF MERGER by and among EXPEDIA GROUP, INC., LEMS II INC., LEMS I LLC and LIBERTY EXPEDIA HOLDINGS, INC. Dated as of April 15, 2019Agreement and Plan of Merger • April 16th, 2019 • Expedia Group, Inc. • Transportation services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 15, 2019, by and among Expedia Group, Inc., a Delaware corporation (“Parent”), LEMS I LLC, a single member Delaware limited liability company and Wholly Owned Subsidiary of Parent (“Merger LLC”), LEMS II Inc., a Delaware corporation and a Wholly Owned Subsidiary of Merger LLC (“Merger Sub”), and Liberty Expedia Holdings, Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2006 • Expedia, Inc. • Transportation services • Washington
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Burke Norton (“Executive”) and Expedia, Inc., a Delaware corporation (the “Company”), and is effective October 25, 2006 (the “Effective Date”).
