STOCKHOLDERS AGREEMENT between LIBERTY INTERACTIVE CORPORATION and BARRY DILLER Dated as of December 20, 2011 TRIPADVISOR, INC.

Exhibit 3

STOCKHOLDERS AGREEMENT

between

LIBERTY INTERACTIVE CORPORATION

and

XXXXX XXXXXX

Dated as of December 20, 2011

TRIPADVISOR, INC.

TABLE OF CONTENTS


		PAGE
ARTICLE I DEFINITIONS			1

Section 1.1.	Certain Defined Terms		1
Section 1.2.	Other Defined Terms		6
Section 1.3.	Other Definitional Provisions		6

ARTICLE II RESERVED			6

ARTICLE III CORPORATE GOVERNANCE			6

Section 3.1.	Voting on Certain Matters		6
Section 3.2.	Restrictions on Other Agreements		7
Section 3.3.	Irrevocable Proxy of Liberty		8
Section 3.4.	Cooperation		8

ARTICLE IV TRANSFER OF COMMON SHARES			9

Section 4.1.	Restrictions on Transfer by Liberty and Xxxxxx		9
Section 4.2.	Tag-Along for Xxxxxx and Liberty for Transfers by the Other		9
Section 4.3.	Right of First Refusal Between Liberty and Xxxxxx		11
Section 4.4.	Transfers of Class B Shares		13
Section 4.5.	Transferees		14
Section 4.6.	Notice of Transfer		16
Section 4.7.	Compliance with Transfer Provisions		16
Section 4.8.	Hedging Transactions		16

ARTICLE V DISTRIBUTION TRANSACTION			17

Section 5.1.	Distribution Transaction		17

ARTICLE VI MISCELLANEOUS			17

Section 6.1.	Conflicting Agreements		17
Section 6.2.	Duration of Agreement		18
Section 6.3.	Further Assurances		18
Section 6.4.	Amendment and Waiver		18
Section 6.5.	Severability		18
Section 6.6.	Effective Time		18
Section 6.7.	Entire Agreement		18
Section 6.8.	Successors and Assigns		19
Section 6.9.	Counterparts		19
Section 6.10.	Liabilities Under Federal Securities Laws		19

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Section 6.11.	Remedies	19
Section 6.12.	Notices	19
Section 6.13.	Adjustment of Shares Numbers	20
Section 6.14.	Governing Law; Consent to Jurisdiction	20
Section 6.15.	Interpretation	21

EXHIBIT A:	Form of Liberty-Xxxxxx Letter Agreement

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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. Xxxxx Xxxxxx (“Xxxxxx”), for himself and on behalf of the members of the Xxxxxx Stockholder Group.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Certain Defined Terms. As used herein the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries controls is controlled by or is under common control with such specified Person, for so long as such Person remains so associated to the specified Person. For purposes of this definition, (i) natural persons shall not be deemed to be Affiliates of each other, (ii) none of Liberty, Xxxxxx or the Company shall be deemed to be Affiliates of any of the others, (iii) Expedia and the Company shall not be deemed Affiliates of one another as a result of such entities being under the common control of the Stockholders; and (iv) the Company shall not be deemed to be an Affiliate of IAC/InterActiveCorp to the extent such relationship would otherwise be based on the common control of the Company and IAC/InterActiveCorp by Xxxxxx.

“Agreement” means this Stockholders Agreement as it may be amended, supplemented, restated or modified from time to time.

“beneficial owner” or “beneficially own” has the meaning given such term in Rule 13d-3 under the Exchange Act and a Person’s beneficial ownership of Common Shares or Voting Securities shall be calculated in accordance with the provisions of such Rule; provided, however, that for purposes of determining beneficial ownership, (i) a Person shall be deemed to be the beneficial owner of any Equity which may be acquired by such Person (disregarding any legal impediments to such beneficial ownership), whether within 60 days or thereafter, upon the conversion, exchange or exercise of any warrants, options (which options held by Xxxxxx shall be deemed to be exercisable), rights or other securities issued by the Company and (ii) no Person shall be deemed to beneficially own any Equity solely as a result of such Person’s execution of this Agreement (including by virtue of holding a proxy with respect to any shares) or the Governance Agreement.

“Block Sale” shall have the meaning ascribed to such term in the Governance Agreement.

“Block Sale Transferee” shall have the meaning ascribed to such term in the Governance Agreement.

“Board” means the Board of Directors of the Company.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.

“Capital Stock” means, with respect to any Person at any time, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of capital stock, partnership interests (whether general or limited) or equivalent ownership interests in or issued by such Person.

“Cause” means (i) the conviction of, or pleading guilty to, any felony, or (ii) the willful, continued and complete failure to attend to managing the business affairs of the Company, after written notice of such failure from the Board and reasonable opportunity to cure.

“Chairman” means the Chairman of the Board.

“Chairman Termination Date” means the later of (i) such time as Xxxxxx no longer serves as Chairman and (ii) such time as Xxxxxx no longer holds the Liberty Proxy (other than suspension of such proxy pursuant to Section 3.3(e)).

“Class B Common Stock” means the Class B common stock, par value $0.001 per share, of the Company and any securities of the Company issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization (other than Common Stock issued upon conversion of Class B Common Stock).

“Commission” means the Securities and Exchange Commission, and any successor commission or agency having similar powers.

“Common Shares” means, collectively, the Common Stock and the Class B Common Stock.

“Common Stock” means the common stock, par value $0.001 per share, of the Company and any securities of the Company issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization.

“Company” means TripAdvisor, Inc., a Delaware corporation, and any successor by merger, consolidation or other business combination.

“Contingent Matters” shall have the meaning ascribed to such term in the Governance Agreement.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

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“Xxxxxx Stockholder Group” means (i) Xxxxxx and (ii) any Affiliate of Xxxxxx which (A) Xxxxxx controls and (B) in which Xxxxxx owns, directly or indirectly, 90% or more of the outstanding Capital Stock or other ownership interests, which such Affiliate holds Equity subject to this Agreement.

“Director” means any member of the Board.

“Disabled” means the disability of Xxxxxx after the expiration of more than 180 consecutive days after its commencement which is determined to be total and permanent by a physician selected by Liberty and reasonably acceptable to Xxxxxx, his spouse or a personal representative designated by Xxxxxx; provided that Xxxxxx shall be deemed to be disabled only following the expiration of 90 days following receipt of a written notice from the Company and such physician specifying that a disability has occurred if within such 90-day period he fails to return to managing the business affairs of the Company. A total disability shall mean mental or physical incapacity that prevents Xxxxxx from managing the business affairs of the Company.

“Distribution Transaction” shall have the meaning ascribed to such term in the Governance Agreement.

“Eligible Stockholder Amount” means, in the case of Xxxxxx, the equivalent of 1,100,000 Common Shares and, in the case of Liberty, 1,000,000 shares of Common Stock, in each case determined on a fully diluted basis (taking into account, in the case of Xxxxxx, all unexercised Options, whether or not then exercisable).

“Equity” means any and all shares of Capital Stock of the Company, securities of the Company convertible into, or exchangeable for, such shares, and options, warrants or other rights to acquire such shares.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expedia” means Expedia, Inc., a Delaware corporation.

“Fair Market Value” means, as to any securities or other property, the cash price at which a willing seller would sell and a willing buyer would buy such securities or property in an arm’s-length negotiated transaction without time constraints.

“FCC” means the Federal Communications Commission or its successor.

“FCC Regulations” means, as of any date, all federal communications statutes and all rules, regulations, orders, decrees and policies of the FCC as then in effect, and any interpretations or waivers thereof or modifications thereto.

“Governance Agreement” means the Governance Agreement among the Company, Xxxxxx and Liberty, of even date herewith, as it may be amended, supplemented, restated or modified from time to time hereafter.

“Group” shall have the meaning assigned to it in Section 13(d)(3) of the Exchange Act.

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“Hedging Transaction” means any (i) short sale, (ii) any purchase, sale or grant of any right (including, without limitation, any put or call option), or (iii) any forward sale (whether for a fixed or variable number of shares or at a fixed or variable price) of or with respect to, or any non-recourse loan secured by, Common Stock or any security (other than Class B Common Stock or any broad-based market basket or index) that includes, relates to or derives any significant part of its value from Common Stock, and such term includes (a) the pledge of Common Stock in connection with any of the foregoing to secure the obligations of the pledgor under a Hedging Transaction and (b) the pledge of a Hedging Transaction itself to secure any extension of credit to a party based, in whole or part, on the value thereof.

“HSR Act” means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.

“Independent Investment Banking Firm” means an investment banking firm of nationally recognized standing that is, in the reasonable judgment of the Person engaging such firm, qualified to perform the task for which it has been engaged.

“Liberty Spinco” shall have the meaning ascribed to such term in the Governance Agreement.

“Liberty Stockholder Group” means Liberty and those Subsidiaries of Liberty that, from time to time, hold Equity subject to this Agreement.

“Market Sale” means a “brokers’ transaction” within the meaning of Section 4(4) of the Securities Act.

“Options” means options to acquire Capital Stock of the Company granted by the Company to Xxxxxx and outstanding from time to time.

“Permitted Designee” means any Person designated by a Stockholder, who shall be reasonably acceptable to the other Stockholder, to exercise such Stockholder’s rights pursuant to Section 4.3.

“Permitted Transferee” means (i) with respect to Liberty, any member of the Liberty Stockholder Group, and (ii) with respect to Xxxxxx, any member of the Xxxxxx Stockholder Group. In addition, each of Liberty and Xxxxxx shall be a Permitted Transferee of its respective Permitted Transferees.

“Person” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivisions thereof or any Group comprised of two or more of the foregoing.

“Public Stockholder” means any Person that, together with its Affiliates (a) has sole or shared voting power with respect to Voting Securities representing no more than 10% of the voting power of the outstanding Voting Securities or (b) has sole or shared power to dispose of Equity representing no more than 10% of the Equity to be tendered or exchanged in any applicable tender or exchange offer, as the case may be.

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“Qualified Distribution Transferee” has the meaning ascribed to it in the Governance Agreement.

“Reference Rate” means, for any day, a fixed rate per annum equal to the yield, expressed as a percentage per annum, obtained at the official auction of 90-day United States Treasury Bills most recently preceding the date thereof plus 100 basis points.

“Securities Act” means the Securities Act of 1933, as amended.

“Stockholder” means each of Liberty and Xxxxxx.

“Stockholder Group” means one or more of the Xxxxxx Stockholder Group and the Liberty Stockholder Group. For purposes of this Agreement, a Stockholder’s Permitted Designee shall be deemed to be a member of the designating Stockholder’s Stockholder Group (other than for purposes of Section 4.1(a)(iv)).

“Subsidiary” means, with respect to any Person, any corporation or other entity of which at least a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by such Person.

“Third Party Transferee” means any Person to whom a Stockholder (including a Third Party Transferee subject to this Agreement pursuant to Section 4.5(b) and Section 4.5(c)) or a Permitted Transferee Transfers Common Shares, other than a Permitted Transferee of such Stockholder or a member of another Stockholder Group. For the avoidance of doubt, a Qualified Distribution Transferee shall not be deemed a Third Party Transferee.

“Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any Common Shares beneficially owned by a Stockholder or any interest in any Common Shares beneficially owned by a Stockholder, provided, however, that a merger or consolidation in which a Stockholder is a constituent corporation shall not be deemed to be the Transfer of any Common Shares beneficially owned by such Stockholder (provided, that a significant purpose of any such transaction is not to avoid the provisions of this Agreement).

“Voting Securities” means at any time shares of any class of Capital Stock of the Company which are then entitled to vote generally in the election of Directors.

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Section 1.2. Other Defined Terms . The following terms shall have the meanings defined for such terms in the Sections set forth below:


Term		Section
Appraisal		Section 4.3(c)
Xxxxxx		Preamble
Exchange Notice		Section 4.4(a)
Initiating Party		Section 4.2(a)
L/D Offer Notice		Section 4.3(b)
L/D Offer Price		Section 4.3(c)
L/D Other Party		Section 4.3(b)
L/D Transferring Party		Section 4.3(a)
Liberty		Preamble
Liberty Proxy		Section 3.3(a)
Liberty Proxy Shares		Section 3.3(a)
Litigation		Section 6.14
Non-Transferring Stockholder		Section 4.4(a)
Tag-Along Notice		Section 4.2(a)
Tag-Along Sale		Section 4.2(a)
Tag-Along Shares		Section 4.2(a)
Tag Party		Section 4.2(a)
Transferring Stockholder		Section 4.4(a)

Section 1.3. Other Definitional Provisions. (a) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article and Section references are to this Agreement unless otherwise specified.

(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(c) For purposes of calculating the amount of outstanding Common Shares or Equity as of any date and the number of Common Shares or Equity beneficially owned by any Person as of any date, any Common Shares held in the Company’s treasury or owned by any Subsidiaries of the Company shall be disregarded.

ARTICLE II

RESERVED

ARTICLE III

CORPORATE GOVERNANCE

Section 3.1. Voting on Certain Matters. (a) In the event that Section 2.03 of the Governance Agreement is applicable, in connection with any vote or action by written consent of the stockholders of the Company relating to any matter that constitutes a Contingent Matter, Liberty and Xxxxxx agree (and each agrees to cause each member of its Stockholder Group, if applicable), with respect to any Common Shares with respect to which it or he has the power to vote (whether by proxy or otherwise), (x) to vote against (and not act by written consent to approve) such Contingent Matter unless Liberty and Xxxxxx (or, if either such Stockholder’s consent is no longer required pursuant to the Governance Agreement, the Stockholder whose consent is then required) have consented to such Contingent Matter in accordance with the

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provisions of the Governance Agreement and (y) to take or cause to be taken all other reasonable actions required, to the extent permitted by law, to prevent the taking of any action by the Company with respect to a Contingent Matter without the consent of Liberty and/or Xxxxxx (as applicable).

(b) Each Stockholder agrees to vote (and cause each member of its or his Stockholder Group to vote, if applicable), or act by written consent with respect to, any Common Shares with respect to which it or he has the power to vote (whether by proxy or otherwise) in favor of each of the Director designees of Liberty which Liberty has a right to designate pursuant to the Governance Agreement.

(c) Upon the written request of Liberty, Xxxxxx, in his capacity as a stockholder only, agrees to vote (and cause each member of the Xxxxxx Stockholder Group to vote, if applicable), or act by written consent, with respect to any Common Shares with respect to which it or he has the power to vote (whether by proxy or otherwise) and otherwise take or cause to be taken all actions necessary to remove any Director designated by Liberty and to elect any replacement Director designated by Liberty as provided in the Governance Agreement. Unless Liberty and Xxxxxx otherwise agree, neither Xxxxxx nor any member of the Xxxxxx Stockholder Group, shall take any action to cause the removal of any Director designated by Liberty except upon the written request of Liberty.

(d) Liberty will not be deemed to be in violation of paragraphs (a), (b) or (c) of this Section 3.1 as a result of any action by Xxxxxx that is not within Liberty’s control.

Section 3.2. Restrictions on Other Agreements. No Stockholder or any of its or his Permitted Transferees shall enter into or agree to be bound by any stockholder agreements or arrangements of any kind with any Person with respect to any Equity (including, without limitation, the deposit of any Common Shares in a voting trust or forming, joining or in any way participating in or assisting in the formation of a Group with respect to any Common Shares, other than any such Group consisting exclusively of Liberty and Xxxxxx and any of their respective Affiliates, Permitted Designees and Permitted Transferees and, to the extent contemplated by Section 4.5, any Third Party Transferee) and no Stockholder (other than Liberty or any of its Permitted Transferees) or any of its or his Permitted Transferees shall enter into or agree to be bound by any agreements or arrangements of any kind with any Person to incur indebtedness for purposes of purchasing Equity (other than to exercise Options or to purchase Common Shares pursuant to Section 4.3 of this Agreement), except (i) for such agreements or arrangements as are now in effect, (ii) in connection with a proposed sale of Common Shares otherwise permitted hereunder, (iii) for such agreements or arrangements with a Permitted Designee as are reasonably acceptable to the other Stockholder and not inconsistent with or for the purpose of evading the terms of this Agreement, (iv) agreements between a Stockholder and its Permitted Transferee that are reasonably acceptable to the other Stockholder and not inconsistent with this Agreement; (v) for Hedging Transactions as contemplated by Section 4.8; or (vi) such agreements or arrangements as contemplated by this Agreement and the Governance Agreement in connection with a Block Sale or a Transfer to a Qualified Distribution Transferee in a Distribution Transaction.

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Section 3.3. Irrevocable Proxy of Liberty. (a) Subject to paragraphs (b) and (c) below, until the earlier of the date that (x) Xxxxxx is no longer Chairman or (y) Xxxxxx is Disabled, Xxxxxx shall be entitled to exercise voting authority and authority to act by written consent over all Common Shares beneficially owned by each member of the Liberty Stockholder Group (the “Liberty Proxy Shares”), on all matters submitted to a vote of the Company’s stockholders or by which the Company’s stockholders may act by written consent, pursuant to a conditional proxy (which proxy is irrevocable and coupled with an interest for purposes of Section 212 of the Delaware General Corporation Law) (the “Liberty Proxy”); provided, that in the event that Xxxxxx is removed by the Board as Chairman for any reason other than Cause, Xxxxxx shall be deemed to continue to be Chairman for purposes of this Agreement and shall be entitled to the Liberty Proxy set forth herein until the earlier of (A) such time as he has abandoned efforts to cause his reinstatement as Chairman and (B) the next stockholders meeting of the Company at which he has had an adequate opportunity to nominate and elect his slate of directors (unless at such stockholders meeting Xxxxxx’x slate of directors is elected and Xxxxxx is promptly thereafter reinstated as Chairman).

(b) Notwithstanding the foregoing, the Liberty Proxy shall not be valid with respect to any of the Liberty Proxy Shares (and Xxxxxx will have no right to vote the Liberty Proxy Shares) in connection with any vote on (or consent to approve) any matter that is a Contingent Matter with respect to which Liberty’s consent is required pursuant to the terms of the Governance Agreement with respect to which Liberty has not consented.

(c) The Liberty Proxy shall terminate as provided for in Section 3.3(a) or, if earlier, (i) immediately upon a material breach by Xxxxxx of the terms of Section 3.1(a), Section 3.1(b), Section 3.1(c) or Section 3.3(b) of this Agreement, (ii) at such time as Xxxxxx has been convicted of, or has pleaded guilty to, any felony involving moral turpitude or (iii) at such time as Xxxxxx ceases to beneficially own 2,500,000 Common Shares with respect to which he has a pecuniary interest; provided, in the case of clauses (ii) and (iii) above, that Liberty sends notice of such termination to Xxxxxx within 30 days after receiving notice of the event giving rise to such termination, in which case the Liberty Proxy shall terminate immediately upon the receipt of such notice.

(d) Notwithstanding anything to the contrary set forth herein, the Liberty Proxy is personal to Xxxxxx and may not be assigned by Xxxxxx by operation of law or otherwise and shall not inure to Xxxxxx’x successors without the prior written consent of Liberty.

(e) Notwithstanding the foregoing, and without affecting the termination of the Liberty Proxy pursuant to this Section 3.3, the Liberty Proxy will be suspended during any period in which Xxxxxx has suffered a mental or physical disability preventing Xxxxxx from voting or acting by written consent with respect to the Liberty Proxy Shares, and during such period of disability, Liberty will be entitled to vote or consent in writing with respect to all Liberty Proxy Shares. The Liberty Proxy will be reinstated (unless sooner terminated in accordance with this Section 3.3) upon Xxxxxx ceasing to be so disabled.

Section 3.4. Cooperation. Each Stockholder shall vote (or act or not act by written consent with respect to) all of its Common Shares (and any Common Shares with respect to which it has the power to vote (whether by proxy or otherwise)) and shall, as necessary or

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desirable, attend all meetings in person or by proxy for purposes of obtaining a quorum, and execute all written consents in lieu of meetings, as applicable, to effectuate the provisions of this Article III.

ARTICLE IV

TRANSFER OF COMMON SHARES

Section 4.1. Restrictions on Transfer by Liberty and Xxxxxx. (a) Until the Chairman Termination Date or such time as Xxxxxx becomes Disabled, subject to the other provisions of this Agreement, neither Liberty nor Xxxxxx shall Transfer or otherwise dispose of (including pledges), directly or indirectly, any Common Shares beneficially owned by its Stockholder Group other than (i) Transfers of Common Stock pursuant to a Hedging Transaction permitted by Section 4.8, (ii) Transfers of Common Shares to a Qualified Distribution Transferee, (iii) Transfers of Common Shares by Xxxxxx in order to pay taxes arising from the granting, vesting and/or exercise of the Options, (iv) Transfers of Common Shares by Liberty to members of the Liberty Stockholder Group or by Xxxxxx to members of the Xxxxxx Stockholder Group, (v) Transfers of Options or Common Shares to the Company by Xxxxxx or his Affiliates in connection with a “cashless” exercise of the Options (including Options granted to Xxxxxx heretofore or in the future), (vi) a pledge or grant of a security interest in Common Stock to secure bona fide indebtedness, and (vii) Transfers of Common Shares made pursuant to Section 4.2, Section 4.3 and Section 4.4. The restrictions on Transfer by Liberty provided in this Section 4.1 shall be for the sole benefit of Xxxxxx and the restrictions on Transfer by Xxxxxx provided in this Section 4.1 shall be for the sole benefit of Liberty.

(b) Notwithstanding the restrictions contained in subsection (a) above (and in addition to the foregoing exceptions, but subject to the right of first refusal described in Section 4.3 on behalf of Xxxxxx (or his designee) with respect to Transfers of shares of Class B Common Stock by members of the Liberty Stockholder Group and to a right of first refusal on behalf of Liberty (or its designee) with respect to Transfers of shares of Class B Common Stock by members of the Xxxxxx Stockholder Group (which rights shall be assignable)), either Liberty or Xxxxxx may Transfer all or any portion of the Common Shares beneficially owned by its Stockholder Group to an unaffiliated third party, provided, however, that a Transfer by either Liberty or Xxxxxx of shares of Class B Common Stock to an unaffiliated third party shall be subject to the tag-along right pursuant to Section 4.2, after compliance with the right of first refusal described in Section 4.3 and the swap provisions described in Section 4.4. In addition, either Liberty or Xxxxxx may transfer any of its Common Stock in one or more transactions that comply with the requirements of Rule 144 or 145 (as applicable) under the Securities Act. For the avoidance of doubt, any Transfer of shares of Class B Common Stock by any member of the Liberty Stockholder Group or the Xxxxxx Stockholder Group to an unaffiliated third party shall be subject to the tag-along right pursuant to Section 4.2, after compliance with the right of first refusal described in Section 4.3, and such Transfers and any conversion of shares of Class B Common Stock by any member of the Liberty Stockholder Group or the Xxxxxx Stockholder Group shall be subject to the swap provisions described in Section 4.4.

Section 4.2. Tag-Along for Xxxxxx and Liberty for Transfers by the Other. (a) If, after compliance with Section 4.4, either Xxxxxx or Liberty shall desire to Transfer to any unaffiliated

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third party any of the Class B Common Stock beneficially owned by him or it or any member of his or its Stockholder Group (other than a Transfer to a Qualified Distribution Transferee), in one transaction or a series of related transactions (the “Tag-Along Sale”), Xxxxxx or Liberty, as applicable (the “Initiating Party), shall give prior written notice to the other (the “Tag Party”) of such intended Transfer. Such notice (the “Tag-Along Notice”) shall set forth the terms and conditions of such proposed Transfer, including the number of shares of Class B Common Stock proposed to be Transferred (the “Tag-Along Shares”), the purchase price per share of Class B Common Stock proposed to be paid therefor and the payment terms and type of Transfer to be effectuated.

(b) Within ten days after delivery of the Tag-Along Notice, the Tag Party will have the opportunity and right (exercisable by such Tag Party by written notice to the Initiating Party not later than the end of such ten day period) to sell to the acquiring Person in such proposed Tag-Along Sale (upon the same terms and conditions as the Initiating Party), subject to the following sentence, up to that number of shares of Class B Common Stock beneficially owned by it as shall equal the product of (x) a fraction, the numerator of which is the number of Tag-Along Shares and the denominator of which is the aggregate number of shares of Class B Common Stock beneficially owned as of the date of the Tag-Along Notice by the Initiating Party, multiplied by (y) the number of shares of Class B Common Stock beneficially owned by the Tag Party as of the date of the Tag-Along Notice. The number of shares of Class B Common Stock that Xxxxxx or Liberty may sell to an unaffiliated third party pursuant to Section 4.2(a) shall be determined by multiplying the maximum number of Tag-Along Shares that such third party is willing to purchase on the terms set forth in the Tag-Along Notice by a fraction, the numerator of which is the number of shares of Class B Common Stock that such Stockholder proposes to sell hereunder (subject to the maximum amount for Xxxxxx or Liberty, as applicable, calculated pursuant to the preceding sentence) and the denominator of which is the aggregate number of shares of Class B Common Stock that Xxxxxx and Liberty propose to sell hereunder.

(c) At the closing of any proposed Transfer in respect of which a Tag-Along Notice has been delivered, the Tag Party shall deliver, free and clear of all liens (other than liens caused by the acquiring Person in the Tag-Along Sale), to such third party certificates evidencing the shares of Class B Common Stock to be sold thereto duly endorsed with Transfer powers and shall receive in exchange therefore the consideration to be paid by such third party in respect of such shares of Class B Common Stock as described in the Tag-Along Notice.

(d) Neither Xxxxxx and the members of his Stockholder Group, on the one hand, nor Liberty and the members of its Stockholder Group, on the other hand, shall effect any Transfer or Transfers constituting a Tag-Along Sale absent compliance with this Section 4.2.

(e) Upon written request made from time to time by Liberty, Xxxxxx will use reasonable efforts to cause the Company to deliver to Liberty and Xxxxxx a written statement specifying the number of shares of Common Stock, Class B Common Stock and other Voting Securities issued and outstanding as of the most recent practicable date. Liberty and Xxxxxx will, in connection with any applicable calculations hereunder or under the Governance Agreement, be entitled to rely upon the information set forth in such statement. In the event such statement is not delivered to Liberty within five Business Days following Liberty’s request therefor, Liberty and Xxxxxx (and their respective successors and permitted assigns) shall be entitled to rely

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for purposes of such calculations on the number of shares of Common Stock, Class B Common Stock and other Voting Securities listed as issued and outstanding in the Company’s most recent quarterly or annual report publicly filed with the Commission or the most recent statement from the Company.

Section 4.3. Right of First Refusal Between Liberty and Xxxxxx. (a) Any Transfer of shares of Class B Common Stock by a member of the Liberty Stockholder Group or a member of the Xxxxxx Stockholder Group (the “L/D Transferring Party”) will be subject to the right of first refusal provisions of this Section 4.3, other than a Transfer by a member of the Liberty Stockholder Group or the Xxxxxx Stockholder Group permitted by Section 4.1(a) hereof, including, for the avoidance of doubt, a Transfer to a Qualified Distribution Transferee.

(b) Prior to effecting any Transfer subject to Section 4.3(a), the L/D Transferring Party shall deliver written notice (the “L/D Offer Notice”) to Xxxxxx, if the L/D Transferring Party is a member of the Liberty Stockholder Group, or to Liberty, if the L/D Transferring Party is a member of the Xxxxxx Stockholder Group (the recipient of such notice, the “L/D Other Party”), which L/D Offer Notice shall specify (i) the Person to whom the L/D Transferring Party proposes to make such Transfer, (ii) the number or amount of the shares of Class B Common Stock to be Transferred, (iii) the L/D Offer Price (as defined below), and (iv) all other material terms and conditions of the proposed Transfer, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, and which L/D Offer Notice shall be accompanied by any written offer from the prospective transferee to purchase such shares of Class B Common Stock, if available and permitted pursuant to the terms thereof. The L/D Offer Notice shall constitute an irrevocable offer to the L/D Other Party, for the period of time described below, to purchase all (but not less than all) of such shares of Class B Common Stock.

(c) For purposes of this Section 4.3, “L/D Offer Price” shall mean the purchase price per share of Class B Common Stock to be paid to the L/D Transferring Party in the proposed transaction (as it may be adjusted in order to determine the net economic value thereof). In the event that the consideration payable to the L/D Transferring Party in a proposed transaction consists of securities, the purchase price per share shall equal the fair market value of such securities divided by the number of shares of Class B Common Stock to be Transferred. Such fair market value shall be the market price of any publicly traded security and, if such security is not publicly traded, the fair market value shall be equal to the Fair Market Value of such security determined as follows: Each of Liberty and Xxxxxx shall select an Independent Investment Banking Firm each of which shall promptly make a determination (each such determination, an “Appraisal”) of the Fair Market Value of such security. If the higher of such Appraisals is less than or equal to 110% of the lower of such Appraisals, then the Fair Market Value shall be equal to the average of such Appraisals. If the higher of such Appraisals is greater than 110% of the lower of such Appraisals, then a third Independent Investment Banking Firm (which shall be an Independent Investment Banking Firm that shall not have been engaged by the Company, Expedia (but only for so long as Xxxxxx is the Senior Executive of Expedia), IAC/InterActiveCorp (but only for so long as Xxxxxx is the Senior Executive of IAC/InterActiveCorp), Liberty or Xxxxxx in any significant matter for the three years prior to the date of such selection) shall be selected by the first two Independent Investment Banking Firms, which third Independent Investment Banking Firm shall promptly make a determination of the Fair Market Value. The Fair Market Value shall equal the average of the two of such three Appraisals closest in value (or if there are no such two, then of all three Appraisals).

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(d) If the L/D Other Party elects to purchase the offered shares of Class B Common Stock, it shall give notice to the L/D Transferring Party within ten Business Days after receipt of the L/D Offer Notice of its election (or in the case of a third party tender offer or exchange offer, at least five Business Days prior to the expiration date of such offer, provided that all conditions to such offer that need to be satisfied prior to acceptance for payment (other than with respect to the number of shares of Class B Common Stock tendered) shall have been satisfied or waived and the L/D Offer Notice shall have been provided at least ten Business Days prior to the expiration date of such offer), which shall constitute a binding obligation, subject to standard terms and conditions for a stock purchase contract between two significant stockholders of an issuer (provided that the L/D Transferring Party shall not be required to make any representations or warranties regarding the business of the Company), to purchase the offered shares of Class B Common Stock, which notice shall include the date set for the closing of such purchase, which date shall be at least 20 Business Days following the delivery of such election notice, or, if later, five Business Days after receipt of all required regulatory approvals; provided that the closing shall only be delayed pending receipt of required regulatory approvals if (i) the L/D Other Party is using reasonable efforts to obtain the required regulatory approvals, (ii) there is a reasonable prospect of receiving such regulatory approvals and (iii) if such closing is delayed more than 90 days after the date of the L/D Other Party’s notice of election to purchase, then the L/D Other Party agrees to pay interest on the aggregate L/D Offer Price at the Reference Rate to the L/D Transferring Party from such date to the closing date. Notwithstanding the foregoing, such time periods shall not be deemed to commence with respect to any purported notice that does not comply in all material respects with the requirements of this Section 4.3(d). Liberty and Xxxxxx may assign their respective rights to purchase under this Section 4.3 to any Person who is a Permitted Designee.

(e) If the L/D Other Party does not respond to the L/D Offer Notice within the required response time period or elects not to purchase the offered shares of Class B Common Stock, the L/D Transferring Party shall be free to complete the proposed Transfer (to the same proposed transferee, in the case of a privately-negotiated transaction) on terms no less favorable to the L/D Transferring Party or its Affiliate, as the case may be, than those set forth in the L/D Offer Notice, provided that (x) such Transfer is closed within (I) 90 days after the latest of (A) the expiration of the applicable period for the L/D Other Party to accept the offer from the L/D Transferring Party, or (B) the receipt by the L/D Transferring Party of notice declining the offer to purchase the shares of Class B Common Stock or, in the case of (A) or (B), if later, five Business Days following receipt of all required regulatory approvals; provided that the closing shall only be delayed pending receipt of required regulatory approvals if (i) the L/D Transferring Party is using reasonable efforts to obtain the required regulatory approvals and (ii) there is a reasonable prospect of receiving such regulatory approvals, or (II) in the case of a public offering, within 20 days of the declaration by the Commission of the effectiveness of a registration statement filed with the Commission pursuant to this Agreement, and (y) the price at which the shares of Class B Common Stock are transferred must be equal to or higher than the L/D Offer Price (except in the case of a public offering, in which case the price at which the shares of Class B Common Stock are sold (before deducting underwriting discounts and commissions) shall be equal to at least 90% of the L/D Offer Price).

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(f) If the L/D Other Party elects to exercise its right of first refusal under this Section 4.3, the L/D Other Party shall pay the L/D Offer Price in cash (by wire transfer of immediately available funds) or by the delivery of marketable securities having an aggregate fair market value equal to the L/D Offer Price, provided, that if the securities to be so delivered by the L/D Other Party would not, in the L/D Transferring Party’s possession, have at least the same general degree of liquidity as the securities the L/D Transferring Party was to receive in such proposed transaction (determined by reference to the L/D Transferring Party’s ability to dispose of such securities (including, without limitation, the trading volume of such securities and the L/D Other Party’s percentage ownership of the issuer of such securities)), then the L/D Other Party shall be required to deliver securities having an appraised value (calculated in accordance with the method described in Section 4.3(c)) equal to the L/D Offer Price. If the L/D Other Party delivers securities in payment of the L/D Offer Price, it will cause the issuer of such securities to provide the L/D Transferring Party with customary registration rights related thereto (if, in the other transaction, the L/D Transferring Party would have received cash, cash equivalents, registered securities or registration rights). Each of Xxxxxx and Liberty agrees to use his or its commercially reasonable efforts (but not to expend any money) to preserve for the other Stockholder, to the extent possible, the tax benefits available to it in such proposed transaction, and to otherwise seek to structure such transaction in the most tax efficient method available. Notwithstanding the foregoing, if Xxxxxx pays the L/D Offer Price in securities, such securities must be securities that Liberty is permitted to own under applicable FCC Regulations.

(g) Notwithstanding anything to the contrary contained in this Section 4.3, the time periods applicable to an election by the L/D Other Party to purchase the offered shares of Class B Common Stock shall not be deemed to commence until the Fair Market Value has been determined, provided that, in the case of a third party tender offer or exchange offer, in no event shall any such election be permitted within five Business Days prior to the latest time by which shares of Class B Common Stock shall be tendered in such offer if all conditions to such offer that need to be satisfied prior to acceptance for payment (other than the number of shares tendered) have been satisfied or waived. Each of Xxxxxx and Liberty agrees to use his and its best efforts to cause the Fair Market Value to be determined as promptly as practicable, but in no event later than ten Business Days after the receipt by the L/D Other Party of the L/D Offer Notice.

Section 4.4. Transfers of Class B Shares. (a) Subject to the rights of first refusal pursuant to Section 4.3 and subject to paragraph (c) below, in the event that any Stockholder or any members of its Stockholder Group (the “Transferring Stockholder”) proposes to Transfer any shares of Class B Common Stock, such Transferring Stockholder shall send a written notice (which obligation may be satisfied by the delivery of the applicable L/D Offer Notice) (the “Exchange Notice,” which term will include any corresponding L/D Offer Notice) to Xxxxxx, if the Transferring Stockholder is Liberty or a member of the Liberty Stockholder Group, or to Liberty, if the Transferring Stockholder is Xxxxxx or a member of the Xxxxxx Stockholder Group (the recipient of such notice, the “Non-Transferring Stockholder”), that such Transferring Stockholder intends to Transfer shares of Class B Common Stock, including the number of such shares proposed to be Transferred. The Non-Transferring Stockholder shall give notice to the Transferring Stockholder within 10 Business Days of its receipt of the Exchange Notice of its desire to exchange some or all of such shares of Class B Common Stock proposed to be Transferred for an equivalent number of shares of Common Stock or its election to purchase all

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such offered shares of Class B Common Stock pursuant to Section 4.3. If the Non-Transferring Stockholder desires to exchange some or all of such shares rather than exercise its right of first refusal pursuant to Section 4.3, such shares of Class B Common Stock shall be exchanged. Except to the extent necessary to avoid liability under Section 16(b) of the Exchange Act and subject to applicable law, any such exchange shall be consummated immediately prior to the consummation of any such Transfer.

(b)(i) Subject to paragraph (c) below, if any shares of Class B Common Stock proposed to be Transferred are not exchanged pursuant to the provisions of paragraph (a) above or exchanged with the Company as contemplated by clause (ii) of this Section 4.4(b), then prior to any such Transfer, the Transferring Stockholder shall convert, or cause to be converted, such shares of Class B Common Stock into shares of Common Stock (or such other securities of the Company into which such shares are then convertible).

(ii) In the event Liberty or a member of its Stockholder Group is the Transferring Stockholder and the proposed Transfer is (x) a Block Sale, or (y) a Transfer, in a single transaction (other than a Transfer to a Qualified Distribution Transferee), of all of the Common Shares (or other equity securities of the Company) beneficially owned by Liberty at such time (other than any Restricted Equity Securities (as defined in the Governance Agreement)) to a Person (other than Xx. Xxxxxx, a Permitted Transferee or the Company) not affiliated with Liberty, instead of converting such shares of Class B Common Stock to Common Stock pursuant to clause (i) of this Section 4.4(b), the Transferring Stockholder will exchange, or cause to be exchanged, with the Company any remaining shares of Class B Common Stock not acquired by the Non-Transferring Stockholder pursuant to Section 4.4(a) for the number and type of shares of Common Stock or other securities it would have received upon conversion of such shares of Class B Common Stock; provided, however, that in the event Liberty is not reasonably satisfied that such exchange and subsequent Transfer in accordance with the applicable L/D Offer Notice or Exchange Notice will not cause or result in Liberty or its Affiliates incurring any liability or obligation to disgorge profits under Section 16 of the Exchange Act, then in lieu of such exchange, this clause (ii) shall not apply and Liberty will convert such remaining shares of Class B Common Stock into Common Stock or other securities as provided in clause (i) of this Section 4.4(b).

(c) The provisions of Section 4.4(a) and Section 4.4(b)(i) shall not be applicable to any Transfers (i) to a member of such Stockholder’s Stockholder Group, (ii) from Liberty, Xxxxxx or their respective Stockholder Group to the other Stockholder or its or his Stockholder Group subject to the terms of this Agreement or (iii) to a Qualified Distribution Transferee in a Distribution Transaction.

Section 4.5. Transferees. (a) Any Permitted Transferee or Permitted Designee of a Stockholder, or any Qualified Distribution Transferee in a Distribution Transaction, shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee, Permitted Designee or Qualified Distribution Transferee were Liberty (in the event of a Distribution Transaction, or if Liberty or a Permitted Transferee of Liberty is the transferor) or Xxxxxx (if Xxxxxx or a Permitted Transferee of Xxxxxx is the transferor). Prior to the initial acquisition of beneficial ownership of any Common Shares by a Qualified Distribution Transferee or any Permitted Transferee (or a Permitted Designee), and as a condition thereto, the applicable

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Stockholder agrees (i) to cause the Qualified Distribution Transferee (in the event of a Distribution Transaction) or to cause its respective Permitted Transferees or Permitted Designees to agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (ii) that (other than in the event of a Distribution Transaction) such Stockholder shall remain directly liable for the performance by its respective Permitted Transferees or Permitted Designees of all obligations of such Permitted Transferees or Permitted Designees under this Agreement. Except as otherwise contemplated by this Agreement (including the terms of Section 4.2, Section 4.3 and Section 4.4 and pursuant to a Distribution Transaction), (i) each of Xxxxxx and Liberty agrees not to cause or permit any of its respective Permitted Transferees to cease to qualify as a member of such Stockholder’s Stockholder Group so long as such Permitted Transferee beneficially owns any shares of Class B Common Stock, and if any such Permitted Transferee shall cease to be so qualified, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a “Permitted Transferee” for any purpose under this Agreement and (ii) each Stockholder agrees not to Transfer any Common Shares to any Affiliate other than a Permitted Transferee of such Stockholder.

(b) No Third Party Transferee shall have any rights or obligations under this Agreement, except:

(i) in the case of a Third Party Transferee of Liberty (or any member of the Liberty Stockholder Group) who acquires shares of Common Stock and who (together with its Affiliates) would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Liberty (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.2, Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder; and

(ii) in the case of a Third Party Transferee of Xxxxxx (or any member of the Xxxxxx Stockholder Group) who (together with its Affiliates) upon consummation of any Transfer would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Xxxxxx (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder.

(c) Prior to the consummation of a Transfer described in Section 4.5(b) to the extent rights and obligations are to be assigned, and as a condition thereto, the applicable Third Party Transferee shall agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in Section 4.5(b). To the extent the Third Party Transferee is not an “ultimate parent entity” (as defined in the HSR Act), the ultimate parent entity of such Third Party Transferee shall agree in writing to be directly liable for the performance of the Third Party Transferee to the same extent Liberty would be liable for the performance of its Permitted Transferees.

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Section 4.6. Notice of Transfer. In addition to any other notices required by this Agreement, to the extent any Stockholder and its Permitted Transferees Transfer any Common Shares, such Stockholder shall, within three Business Days following consummation of such Transfer, deliver notice thereof to the Company and the other Stockholder, provided, however, that no such notice shall be required to be delivered unless the aggregate Common Shares transferred by such Stockholder and its Permitted Transferees since the date of the last notice delivered by such Stockholder pursuant to this Section 4.6 exceeds 1% of the outstanding Common Shares.

Section 4.7. Compliance with Transfer Provisions. Any Transfer or attempted Transfer of Common Shares in violation of any provision of this Agreement shall be void.

Section 4.8. Hedging Transactions. (a) Pursuant to Section 4.1(i), Liberty is entitled to engage in one or more Hedging Transactions, provided that:

(i) no shares of Class B Common Stock shall be used for a Hedging Transaction unless such shares are first converted into shares of Common Stock in accordance with Section 4.4(b) (after Xxxxxx has had the opportunity to exercise his right to exchange such shares of Class B Common Stock for shares of Common Stock pursuant to Section 4.4); and

(ii) the shares of Common Stock subject to any Hedging Transaction shall remain subject to the Liberty Proxy and no Hedging Transaction shall, prior to the settlement of such Hedging Transaction, impair Xxxxxx’x right to vote any shares of the Common Stock pursuant to Section 3.3 (it being understood that a settlement of a Hedging Transaction may result in a disposition of the shares subject to such Hedging Transaction and that, upon such disposition and the termination of all of Liberty’s legal and beneficial ownership with respect to and economic interests in such shares, Xxxxxx will not have the right to vote such shares); provided that such right shall not be deemed to be impaired to the extent that a counterparty to a Hedging Transaction to whom Common Stock has been pledged has obtained the right to vote or take consensual action with respect to the Common Stock so pledged as a result of an event of default or termination event with respect to the Liberty Stockholder Group under the Hedging Transaction; provided, further, that the terms of such pledging arrangement shall permit the Liberty Stockholder Group to exercise voting rights and to take consensual action with respect to the Common Stock so pledged in circumstances where no event of default or termination event has occurred;

(b) Liberty will use its reasonable efforts to ensure that it will not be deemed part of a Group with a counterparty to a Hedging Transaction; and

(c) a Hedging Transaction shall not be deemed to be a Block Sale; provided that if the settlement of a Hedging Transaction that is permitted pursuant to this Agreement would otherwise qualify as a Block Sale, then upon the written request of Liberty delivered prior to the settlement of such Hedging Transaction, such Transfer at settlement will be treated as a Block Sale pursuant to this Agreement and the Governance Agreement.

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ARTICLE V

DISTRIBUTION TRANSACTION

Section 5.1. Distribution Transaction. On or prior to the date of consummation of a Distribution Transaction in which Common Shares are Transferred to a Qualified Distribution Transferee (which Transfer, for the avoidance of doubt, will be deemed to occur on the date such Qualified Distribution Transferee ceases to be a Subsidiary of Liberty), Liberty, Xxxxxx and the Qualified Distribution Transferee and, if applicable under the proviso to this Section 5.1, the Liberty Spinco, will amend this Agreement in order to: (a) effective immediately prior to such Distribution Transaction (but subject to the consummation of the Distribution Transaction) assign all rights and obligations of Liberty and the Liberty Stockholder Group under this Agreement to the Qualified Distribution Transferee in such Distribution Transaction, (b) have such Qualified Distribution Transferee agree to accept, as of immediately prior to the effective time of such Distribution Transaction (but subject to the consummation of the Distribution Transaction), such assignment of rights and agree to assume and perform all liabilities and obligations of Liberty and the Liberty Stockholder Group under this Agreement to be performed following the effective time of such Distribution Transaction including the obligation to ensure the compliance of its Stockholder Group with all obligations of the Liberty Stockholder Group under this Agreement, (c) effective immediately prior to such Distribution Transaction (but subject to the consummation of the Distribution Transaction) substitute such Qualified Distribution Transferee for Liberty for all purposes under this Agreement (and the stockholder group of the Qualified Distribution Transferee for the Liberty Stockholder Group) and (d) provide for (i) a representation from Liberty that such amendment is being entered into in connection with a Distribution Transaction involving a Qualified Distribution Transferee pursuant to Section 5.01 of the Governance Agreement and (ii) Liberty’s acknowledgement that it shall not be entitled to any benefits under this Agreement following such Distribution Transaction; provided, that if the Qualified Distribution Transferee is not the Liberty Spinco, then the Liberty Spinco shall also become a party to this Agreement and in such case each reference in the foregoing clauses (a) through (c) to Qualified Distribution Transferee shall be to the Liberty Spinco and the Qualified Distribution Transferee shall become a party to this Agreement as a member of the Liberty Spinco’s stockholder group. In connection with a Transfer of Common Shares to a Qualified Distribution Transferee in a Distribution Transaction, Liberty and Xxxxxx will execute a letter agreement in the form of Exhibit A to this Agreement.

ARTICLE VI

MISCELLANEOUS

Section 6.1. Conflicting Agreements. Each of the parties hereto represents and warrants that such party has not granted and is not a party to any proxy, voting trust or other agreement that is inconsistent with or conflicts with any provision of this Agreement.

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Section 6.2. Duration of Agreement. This Agreement may be terminated at anytime by the mutual agreement of Liberty and Xxxxxx. In addition, except as otherwise provided in this Agreement, the rights and obligations of a Stockholder under this Agreement shall terminate as follows:

(a) Each of Liberty and Xxxxxx shall cease to be entitled to exercise any rights and shall cease to have any obligations under this Agreement as of the date that its or his Stockholder Group collectively ceases to own its Eligible Stockholder Amount of Common Shares; provided that Liberty shall cease to be entitled to exercise any rights and shall cease to have any obligations under Section 4.2 at such time as the Liberty Stockholder Group ceases to beneficially own at least 5% of the outstanding Common Shares.

(b) Xxxxxx and each member of his Stockholder Group shall cease to be entitled to exercise any rights under this Agreement upon the Chairman Termination Date or the date upon which Xxxxxx has become Disabled.

In addition, at such time as the Chairman Termination Date has occurred or Xxxxxx has become Disabled, neither the Xxxxxx Stockholder Group nor the Liberty Stockholder Group shall have any obligation under this Agreement with respect to the matters covered under Section 3.3, Section 4.1 and Section 4.3.

Section 6.3. Further Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.

Section 6.4. Amendment and Waiver. This Agreement may not be amended, modified, or waived except in a written instrument executed by the parties. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Section 6.5. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

Section 6.6. Effective Time. This Agreement shall become effective as of the date hereof, immediately following consummation of the Company’s spin-off from Expedia and transactions relating thereto.

Section 6.7. Entire Agreement. Except as otherwise expressly set forth herein, (a) this Agreement and (b) the Governance Agreement, including, if applicable, the form of Standstill Agreement attached thereto as Exhibit A, embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof or thereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter hereof in any way.

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Section 6.8. Successors and Assigns. Except as otherwise provided herein, neither this Agreement nor any of the rights or obligations under this Agreement shall be assigned, in whole or in part (except by operation of law pursuant to a merger whose purpose is not to avoid the provisions of this Agreement), by any party without the prior written consent of the other party hereto. Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

Section 6.9. Counterparts. This Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

Section 6.10. Liabilities Under Federal Securities Laws. The exercise by any party (or its Affiliates or Stockholder Group, if applicable) (and including, in the case of the Liberty Stockholder Group, its exercise of the preemptive rights under Article III of the Governance Agreement) of any rights under this Agreement shall be subject to such reasonable delay as may be required to prevent any party or its respective Stockholder Group from incurring any liability under the federal securities laws and the parties agree to cooperate in good faith in respect thereof; provided, that this Section 6.10 will not be applicable to the transactions contemplated by Section 4.4(b).

Section 6.11. Remedies. (a) Each party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition to and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof.

(b) All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

Section 6.12. Notices. Except as otherwise provided herein, any notice, request, claim, demand or other communication under this Agreement shall be in writing, shall be either personally delivered, delivered by facsimile transmission, or sent by reputable overnight courier service (charges prepaid) to the address for such Person set forth below or such other address as the recipient party has specified by prior written notice to the other parties hereto and shall be deemed to have been given hereunder when receipt is acknowledged for personal delivery or facsimile transmission or one day after deposit with a reputable overnight courier service.

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If to Liberty:

Liberty Interactive Corporation

00000 Xxxxxxx Xxxxxxxxx

Xxxxxxxxx, XX 00000

Attention: General Counsel

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

with a copy to:

Xxxxx Xxxxx LLP

00 Xxxxxxxxxxx Xxxxx

00xx Xxxxx

Xxx Xxxx, XX 00000

Attention: Xxxxxxxxx X. XxXxxxx, Esq.

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

If to Xxxxxx:

c/o IAC/InterActiveCorp

000 Xxxx 00xx Xxxxxx

Xxx Xxxx, XX 00000

Attention: TripAdvisor General Counsel

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

with a copy to:

Wachtell, Lipton, Xxxxx & Xxxx

00 Xxxx 00xx Xxxxxx

Xxx Xxxx, XX 00000

Attention: Xxxxxx X. Xxxxxxxx, Esq.

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

Section 6.13. Adjustment of Shares Numbers. If, after the effective time of this Agreement, there is a subdivision, split, stock dividend, combination, reclassification or similar event with respect to any of the shares of Capital Stock referred to in this Agreement, then, in any such event, the numbers and types of shares of such Capital Stock referred to in this Agreement (and if applicable, the share prices thereof) shall be adjusted to the number and types of shares of such Capital Stock that a holder of such number of shares of such Capital Stock would own or be entitled to receive as a result of such event if such holder had held such number of shares immediately prior to the record date for, or effectiveness of, such event.

Section 6.14. Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving

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effect to the principles of conflicts of law. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Delaware for any action, proceeding or investigation in any court or before any governmental authority (“Litigation”) arising out of or relating to this Agreement and the transactions contemplated hereby and further agrees that service of any process, summons, notice or document by U.S. mail to its respective address set forth in this Agreement shall be effective service of process for any Litigation brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Litigation arising out of this Agreement or the transactions contemplated hereby in the courts of the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Litigation brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 6.15. Interpretation. The table of contents and headings contained in this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

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IN WITNESS WHEREOF, the parties hereto have caused this Stockholders Agreement to be duly executed as of the day and year first above written.


LIBERTY INTERACTIVE CORPORATION

By		/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Chairman of the Board

/s/ Xxxxx Xxxxxx
XXXXX XXXXXX

[SIGNATURE PAGE TO TRIPADVISOR STOCKHOLDERS AGREEMENT]

EXHIBIT A: FORM OF LIBERTY-XXXXXX LETTER AGREEMENT

Xxxxx Xxxxxx

c/o IAC/InterActiveCorp

000 Xxxx 00xx Xxxxxx

Xxx Xxxx, XX 00000

Liberty Interactive Corporation

00000 Xxxxxxx Xxxxxxxxx

Xxxxxxxxx, XX 00000

Dated [—]

Dear Sir:

1. Reference is hereby made to the Stockholders Agreement, dated as of December 20, 2011 (the “Stockholders Agreement”), by and between Liberty Interactive Corporation (“Liberty”) and Mr. Xxxxx Xxxxxx (“Xxxxxx”) in relation to TripAdvisor, Inc. (the “Company”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Stockholders Agreement.

2. In the event that, at any time after consummation of a Distribution Transaction in connection with which Common Shares are Transferred to a Qualified Distribution Transferee, the Common Shares beneficially owned by Liberty and its Subsidiaries in the aggregate exceed 5% of the outstanding Common Shares, then, subject to paragraph 3 hereto, until the earlier of the date that (x) Xxxxxx is no longer Chairman or (y) Xxxxxx is Disabled, Xxxxxx shall be entitled to exercise voting authority and authority to act by written consent over all Common Shares beneficially owned by Liberty and its Subsidiaries (the “Post-Distribution Proxy Shares”), on all matters submitted to a vote of the Company’s stockholders or by which the Company’s stockholders may act by written consent, pursuant to a conditional proxy (which proxy is irrevocable and coupled with an interest for purposes of Section 212 of the Delaware General Corporation Law) (the “Post-Distribution Proxy”); provided, that in the event that Xxxxxx is removed by the Board as Chairman for any reason other than Cause, Xxxxxx shall be deemed to continue to be Chairman for purposes of this letter agreement and shall be entitled to the Post-Distribution Proxy set forth herein until the earlier of (A) such time as he has abandoned efforts to cause his reinstatement as Chairman and (B) the next stockholders meeting of the Company at which he had an adequate opportunity to nominate and elect his slate of directors (unless at such stockholders meeting Xxxxxx’x slate of directors is elected and Xxxxxx is promptly thereafter reinstated as Chairman).

3. The Post-Distribution Proxy shall terminate as provided for in the prior paragraph or, if earlier, (i) at such time as Xxxxxx has been convicted of, or has pleaded guilty to, any felony

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involving moral turpitude, (ii) at such time as Xxxxxx ceases to beneficially own 2,500,000 Common Shares with respect to which he has a pecuniary interest or (iii) at such time as the Common Shares beneficially owned by Liberty and its Subsidiaries no longer represents greater than 5% of the outstanding Common Shares; provided, in the case of clauses (i) and (ii) above, that Liberty sends notice of such termination to Xxxxxx within 30 days after receiving notice of the event giving rise to such termination, in which case the Post-Distribution Proxy shall terminate immediately upon the receipt of such notice. In addition, Common Shares that cease to be beneficially owned by Liberty or its Subsidiaries upon Transfer to an unaffiliated third party will cease to be subject to the Post-Distribution Proxy upon the date of Transfer thereof.

4. Adjustment of Shares Numbers. If, after the effective time of this letter agreement, there is a subdivision, split, stock dividend, combination, reclassification or similar event with respect to any of the shares of Capital Stock referred to in this letter agreement, then, in any such event, the numbers and types of shares of such Capital Stock referred to in this letter agreement (and if applicable, the share prices thereof) shall be adjusted to the number and types of shares of such Capital Stock that a holder of such number of shares of such Capital Stock would own or be entitled to receive as a result of such event if such holder had held such number of shares immediately prior to the record date for, or effectiveness of, such event.

5. Stockholders Agreement. Xxxxxx hereby acknowledges and agrees that from and after the date hereof, Liberty will not have any liability to Xxxxxx or the members of the Xxxxxx Stockholder Group for any breach, violation or failure to perform by the Qualified Distribution Transferee of any of the liabilities and obligations of the Qualified Distribution Transferee under the Stockholders Agreement.

6. Further Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.

7. Amendment and Waiver. This letter agreement may not be amended, modified, or waived except in a written instrument executed by the parties. The failure of any party to enforce any of the provisions of this letter agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this letter agreement in accordance with its terms.

8. Severability. Whenever possible, each provision of this letter agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this letter agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this letter agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

9. Effective Time. This letter agreement shall become effective as of the date hereof.

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10. Entire Agreement; Survival. Except as otherwise expressly set forth herein, this letter agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof or thereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter hereof in any way.

11. Successors and Assigns. Neither this letter agreement nor any of the rights or obligations under this letter agreement shall be assigned, in whole or in part (except by operation of law pursuant to a merger whose purpose is not to avoid the provisions of this letter agreement), by any party without the prior written consent of the other party hereto. Subject to the foregoing, this letter agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

12. Counterparts. This letter agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

13. Remedies. (a) Each party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the covenants or agreements in this letter agreement are not performed in accordance with its terms, and it is therefore agreed that in addition to and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof.

(b) All rights, powers and remedies provided under this letter agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

14. Notices. Except as otherwise provided herein, any notice, request, claim, demand or other communication under this letter agreement shall be in writing, shall be either personally delivered, delivered by facsimile transmission, or sent by reputable overnight courier service (charges prepaid) to the address for such Person set forth below or such other address as the recipient party has specified by prior written notice to the other parties hereto and shall be deemed to have been given hereunder when receipt is acknowledged for personal delivery or facsimile transmission or one day after deposit with a reputable overnight courier service:

If to Liberty:

Liberty Interactive Corporation

00000 Xxxxxxx Xxxxxxxxx

Xxxxxxxxx, XX 00000

Attention: General Counsel

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

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with a copy to:


Xxxxx Xxxxx LLP
00 Xxxxxxxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention:		Xxxxxxxxx X. XxXxxxx, Esq.
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000

If to Xxxxxx:


c/o IAC/InterActiveCorp
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention:		TripAdvisor General Counsel
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000

with a copy to:


Wachtell, Lipton, Xxxxx & Xxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention:		Xxxxxx X. Xxxxxxxx, Esq.
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000

15. Governing Law; Consent to Jurisdiction. This letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Delaware for any action, proceeding or investigation in any court or before any governmental authority (“Litigation”) arising out of or relating to this letter agreement and the transactions contemplated hereby and further agrees that service of any process, summons, notice or document by U.S. mail to its respective address set forth in this letter agreement shall be effective service of process for any Litigation brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Litigation arising out of this letter agreement or the transactions contemplated hereby in the courts of the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Litigation brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this letter agreement or the transactions contemplated hereby.

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16. Interpretation. The headings contained in this letter agreement are for convenience only and shall not affect in any way the meaning or interpretation of this letter agreement. Whenever the words “include”, “includes” or “including” are used in this letter agreement, they shall be deemed to be followed by the words “without limitation.”

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If the foregoing is consistent with your understanding, please so indicate by your signature below, which will constitute the agreement of the parties hereto.

XXXXX XXXXXX

Accepted and Agreed:


LIBERTY INTERACTIVE CORPORATION

By:
		Name:
		Title:

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STOCKHOLDERS AGREEMENT between LIBERTY INTERACTIVE CORPORATION and BARRY DILLER Dated as of December 20, 2011 TRIPADVISOR, INC.

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