Liberty TripAdvisor Holdings, Inc. Sample Contracts

NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • February 19th, 2020 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Colorado

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of the date set forth on Schedule I hereto (the “Grant Date”), by and between the issuer identified in Schedule I hereto (the “Company”), and the recipient (the “Grantee”) of an Award of Options granted by the Plan Administrator (as defined in Schedule I hereto) as set forth in this Agreement.

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LIBERTY TRIPADVISOR HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • December 19th, 2019 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Colorado

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is entered into effective as of [Date], 2020 by and between LIBERTY TRIPADVISOR HOLDINGS, INC., a Delaware corporation (the “Company”), and Gregory B. Maffei (the “Grantee”).

FORM OF TAX SHARING AGREEMENT BETWEEN LIBERTY INTERACTIVE CORPORATION AND LIBERTY TRIPADVISOR HOLDINGS, INC.
Tax Sharing Agreement • June 19th, 2014 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Delaware

THIS TAX SHARING AGREEMENT (this “Agreement”) is entered into as of [ ], between Liberty Interactive Corporation, a Delaware corporation (“Distributing”), and Liberty TripAdvisor Holdings, Inc., a Delaware corporation (“Spinco”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.

FORM OF AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 7th, 2019 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Delaware

THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (this “Agreement”), dated ___________, ____, is effective as of the Effective Date (as defined below), by and between Liberty TripAdvisor Holdings, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”). Indemnitee and the Company previously entered into that certain Indemnification Agreement, dated as of _________ (the “Prior Agreement”). This Agreement supersedes and replaces the Prior Agreement in its entirety.

FORM OF FIRST AMENDMENT TO SERVICES AGREEMENT
Services Agreement • February 19th, 2020 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation

This First Amendment to Services Agreement (this “Amendment”), effective as of December 13, 2019, is between Liberty Media Corporation, a Delaware corporation (the “Provider”), and [____], a Delaware corporation (“[____]” or “[____]”).

NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • February 19th, 2021 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Delaware

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and effective as of the date specified in Schedule I hereto (the “Grant Date”), by and between the issuer specified in Schedule I hereto (the “Company”) and you.

LIBERTY TRIPADVISOR HOLDINGS, INC. PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • December 19th, 2019 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Colorado

THIS PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is entered into effective as of [Date], 2020 by and between LIBERTY TRIPADVISOR HOLDINGS, INC., a Delaware corporation (the “Company”), and Gregory B. Maffei (the “Grantee”).

PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • May 7th, 2021 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Delaware

THIS PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made and effective as of the date specified in Schedule I hereto (the “Grant Date”), by and between the issuer specified in Schedule I hereto (the “Company”) and you.

RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • February 19th, 2021 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Delaware

THIS RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made and effective as of the date specified in Schedule I hereto (the “Grant Date”), by and between the issuer specified in Schedule I hereto (the “Company”) and you.

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • July 25th, 2014 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of this [ ] day of [ ], by and between Liberty TripAdvisor Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).

PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • February 19th, 2020 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Colorado

THIS PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made as of the date set forth on Schedule I hereto (the “Grant Date”), by and between the issuer identified in Schedule I of this Agreement (the “Company”), and the recipient (the “Grantee”) of an Award of Restricted Stock Units (as defined below) granted by the Compensation Committee of the Board of Directors of the Company as set forth in this Agreement.

FORM OF AIRCRAFT TIME SHARING AGREEMENT
Aircraft Time Sharing Agreement • July 25th, 2014 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Colorado

This Aircraft Time Sharing Agreement (“Agreement”) is entered into as of the day of , 2014 (“Effective Date”), by and between Liberty Media Corporation, with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Lessor”), and Liberty TripAdvisor Holdings, Inc., with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Lessee”).

LIBERTY TRIPADVISOR HOLDINGS, INC. TIME-BASED RESTRICTED STOCK UNITS AGREEMENT
Based Restricted Stock Units Agreement • August 6th, 2020 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Colorado

THIS TIME-BASED RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is entered into effective as of April 14, 2020 by and between LIBERTY TRIPADVISOR HOLDINGS, INC., a Delaware corporation (the “Company”), and Gregory B. Maffei (the “Grantee”).

FORM OF REORGANIZATION AGREEMENT between LIBERTY INTERACTIVE CORPORATION and LIBERTY TRIPADVISOR HOLDINGS, INC. Dated as of [·], 2014
Reorganization Agreement • July 25th, 2014 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Delaware

This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of [·], 2014, is entered into by and between LIBERTY INTERACTIVE CORPORATION, a Delaware corporation (“LIC”), and LIBERTY TRIPADVISOR HOLDINGS, INC., a Delaware corporation (“Spinco”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.

NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • February 19th, 2021 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Delaware

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and effective as of the date specified in Schedule I hereto (the “Grant Date”), by and between the issuer specified in Schedule I hereto (the “Company”) and you.

AIRCRAFT TIME SHARING AGREEMENT
Aircraft Time Sharing Agreement • February 18th, 2016 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Colorado

This Aircraft Time Sharing Agreement (“Agreement”) is entered into as of the 6th day of November, 2015 (“Effective Date”), by and between Liberty Media Corporation, with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Lessor”), and Liberty TripAdvisor Holdings, Inc., with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Lessee”).

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 18th, 2016 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Colorado

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made as of the date set forth on Schedule I hereto (the “Grant Date”), by and between the issuer identified in Schedule I hereto (the “Company”), and the recipient (the “Grantee”) of an Award of Restricted Shares granted by the Plan Administrator (as defined in Schedule I hereto) as set forth in this Agreement.

LIBERTY PROPERTY HOLDINGS, INC. 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112
Liberty TripAdvisor Holdings, Inc. • September 3rd, 2014 • Services-computer processing & data preparation • Colorado

Liberty Interactive Corporation, a Delaware corporation (“LIC”), has, or will shortly, effect the spin-off (the “Spin-off”) of Liberty TripAdvisor Holdings, Inc., a Delaware corporation (“TripCo”), by means of a stock dividend to the holders of LIC’s Liberty Ventures common stock. To that end, LIC and TripCo have entered into a Reorganization Agreement, dated as of August 15, 2014 (the “Reorganization Agreement”), pursuant to which various assets and businesses of LIC and its subsidiaries have been, or will be, transferred to TripCo and its subsidiaries.

CASH AWARD AGREEMENT
Cash Award Agreement • May 3rd, 2023 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Delaware

THIS CASH AWARD AGREEMENT (this “Agreement”) is made and effective as of the date specified in Schedule I hereto (the “Grant Date”), by and between the issuer specified in Schedule I hereto (the “Company”) and you.

ASSIGNMENT AND ASSUMPTION OF GOVERNANCE AGREEMENT
Assignment and Assumption of Governance Agreement • August 29th, 2014 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation

This Assignment and Assumption of Governance Agreement (this “Assignment”) is made as of August 12, 2014 by and among Liberty TripAdvisor Holdings, Inc., a Delaware corporation (“Assignee”), Liberty Interactive Corporation, a Delaware corporation (“Liberty”), and TripAdvisor, Inc., a Delaware corporation (“TripAdvisor”). Capitalized terms used and not otherwise defined herein have the meanings given such terms in the Governance Agreement (as defined below).

SERVICES AGREEMENT
Services Agreement • September 3rd, 2014 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Colorado

SERVICES AGREEMENT (this “Agreement”), dated as of August 27, 2014, by and between Liberty Media Corporation, a Delaware corporation (the “Provider”), and Liberty TripAdvisor Holdings, Inc., a Delaware corporation (“TripCo”).

AIRCRAFT TIME SHARING AGREEMENT
Aircraft Time Sharing Agreement • September 3rd, 2014 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Colorado

This Aircraft Time Sharing Agreement (“Agreement”) is effective as of the 27th day of August 2014 (“Effective Date”), by and among Liberty Citation, Inc., with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Owner”), Liberty Denver Arena, LLC, with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (the “Sublessor”), and Liberty TripAdvisor Holdings, Inc., with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Lessee”).

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LIBERTY TRIPADVISOR HOLDINGS, INC. CASH AWARD AGREEMENT
Cash Award Agreement • May 3rd, 2023 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Colorado

THIS CASH AWARD AGREEMENT (this “Agreement”) is entered into effective as of [___] by and between LIBERTY TRIPADVISOR HOLDINGS, INC., a Delaware corporation (the “Company”), and Gregory B. Maffei (the “Grantee”).

FORM OF FACILITIES SHARING AGREEMENT LIBERTY PROPERTY HOLDINGS, INC. 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112
Facilities Sharing Agreement • July 25th, 2014 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Colorado

Liberty Interactive Corporation, a Delaware corporation (“LIC”), has, or will shortly, effect the spin-off (the “Spin-off”) of Liberty TripAdvisor Holdings, Inc., a Delaware corporation (“TripCo”), by means of a stock dividend to the holders of LIC’s Liberty Ventures common stock. To that end, LIC and TripCo have entered into a Reorganization Agreement, dated as of [·], 2014 (the “Reorganization Agreement”), pursuant to which various assets and businesses of LIC and its subsidiaries have been, or will be, transferred to TripCo and its subsidiaries.

STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • March 24th, 2021 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Delaware

This Stock Repurchase Agreement, dated as of March 22, 2021 (this “Agreement”), is entered into by and between Liberty TripAdvisor Holdings, Inc., a Delaware corporation (the “Company”), and Certares LTRIP LLC (the “Investor”).

FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • March 16th, 2020 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • New York

This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of March ___, 2020, and is between Liberty TripAdvisor Holdings, Inc. (the “Company”), and Certares Holdings LLC, Certares Holdings (Blockable) LLC and Certares Holdings (Optional) LLC, (the “Shareholders”, and individually, a “Shareholder”). References to Shareholders also include transferees to whom a Shareholder (or its direct or indirect transferee) transfers shares (other than pursuant to an effective shelf registration hereunder) and related rights under this Agreement in accordance with Section 6.1 of this Agreement

FORM OF SERVICES AGREEMENT
Form of Services Agreement • July 25th, 2014 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Colorado

SERVICES AGREEMENT (this “Agreement”), dated as of [·], 2014, by and between Liberty Media Corporation, a Delaware corporation (the “Provider”), and Liberty TripAdvisor Holdings, Inc., a Delaware corporation (“TripCo”).

INVESTMENT AGREEMENT
Investment Agreement • March 16th, 2020 • Liberty TripAdvisor Holdings, Inc. • Services-computer processing & data preparation • Delaware

INVESTMENT AGREEMENT, dated as of March 15, 2020 (this “Agreement”), among Liberty TripAdvisor Holdings, Inc., a Delaware corporation (the “Company”), the investors listed in Schedule I hereto (collectively, the “Purchaser”) and, solely for purposes of the Subject GM Provisions (as defined below), Gregory B. Maffei (“GM”).

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