VOTING AND RIGHT OF FIRST REFUSAL AGREEMENTVoting and Right of First Refusal Agreement • May 4th, 2009 • Directv Group Inc • Communications services, nec • Delaware
This Voting and Right of First Refusal Agreement, dated as of May 3, 2009 (this “Agreement”), is by and among Liberty Entertainment, Inc., a Delaware corporation (“Splitco”), The DIRECTV Group, Inc., a Delaware corporation (“DIRECTV”), DIRECTV, a Delaware corporation formed as a direct, wholly-owned Subsidiary of DIRECTV (“Holdings”), Dr. John C. Malone (“Dr. Malone”), Mrs. Leslie Malone, The Tracy L. Neal Trust A (the “Tracy Trust”) and The Evan D. Malone Trust A (the “Evan Trust,” and together with Dr. Malone, Mrs. Malone and the Tracy Trust, collectively, the “Malones” and each a “Malone”).
