IAC-Diller Letter Agreement IAC/InterActiveCorp New York, NY 10011 December 1, 2010Letter Agreement • December 6th, 2010 • Iac/Interactivecorp • Retail-retail stores, nec • Delaware
Reference is made to (i) the Amended and Restated Stockholders Agreement, dated as of August 9, 2005 (the “Stockholders Agreement”), by and between Liberty Media Corporation (“Liberty”) and Mr. Barry Diller (“Diller”), (ii) the letter agreement, dated as of the date hereof (the “Liberty Diller Agreement”), by and among Liberty, Liberty USA Holdings, LLC (together with Liberty, the “Liberty Parties”) and Diller, (iii) the Stock Exchange Agreement, dated as of the date hereof (the “Exchange Agreement”), by and among IAC/InterActiveCorp (the “Company”), Celebrate Interactive, Inc. and the Liberty Parties, (iv) the Amended and Restated Governance Agreement, dated as of August 9, 2005 (as amended, the “Governance Agreement”), among the Company, Liberty, and Diller, and (v) the Termination Letter, dated as of the date hereof (the “Termination Letter”), by and among the Liberty Parties, the Company and Diller. Capitalized terms used and not defined herein have the meanings provided such terms
LIBERTY MEDIA CORPORATION LIBERTY USA HOLDINGS, LLC 12300 Liberty Boulevard Englewood, CO 80112Iac/Interactivecorp • December 6th, 2010 • Retail-retail stores, nec
