ASSIGNMENT AGREEMENTAssignment Agreement • March 24th, 2016 • Liberty Expedia Holdings, Inc. • Delaware
This Assignment Agreement, dated as of [ ], (this “Agreement”), is by and between Barry Diller, an individual (“Diller”), and Liberty Expedia Holdings, Inc., a Delaware corporation (“Spinco”).
PROXY AND VOTING AGREEMENTProxy and Voting Agreement • March 24th, 2016 • Liberty Expedia Holdings, Inc. • Delaware
This Proxy and Voting Agreement, dated as of [ ] (this “Agreement”), is by and among Barry Diller, an individual (“Diller”), John C. Malone, an individual (“Malone”), and Leslie Malone, an individual (“Mrs. Malone” and together with Malone, the “Malone Group”).
ASSIGNMENT AND ASSUMPTION OF STOCKHOLDERS AGREEMENTAssignment and Assumption of Stockholders Agreement • March 24th, 2016 • Liberty Expedia Holdings, Inc.
This Assignment and Assumption of Stockholders Agreement (this “Assignment”) is made as of [·] by and among Liberty Expedia Holdings, Inc., a Delaware corporation (“Spinco”), LEXE Marginco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Spinco (“Marginco”), [Liberty Sub, a Delaware [·] and a wholly-owned subsidiary of Spinco] (“[Sub]”, and together with Spinco and Marginco, the “Assignees”), Liberty Interactive Corporation, a Delaware corporation (“Liberty”), and Barry Diller, an individual (“Diller”). Capitalized terms used and not otherwise defined herein have the meanings given such terms in the Stockholders Agreement (as defined below).
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENTStockholders Agreement • March 24th, 2016 • Liberty Expedia Holdings, Inc. • Delaware
This Amendment No. 1 to Stockholders Agreement, dated as of [ ], (this “Amendment”), is by and between Barry Diller (“Diller”), for himself and on behalf of the members of the Diller Stockholder Group, and Liberty Expedia Holdings, Inc., a Delaware corporation (“Spinco”), for itself and on behalf of the members of the Spinco Stockholder Group, and amends that certain Amended and Restated Stockholders Agreement, dated as of December 20, 2011 (the “Original Stockholders Agreement”), as amended by the Stockholders Agreement Assignment (as defined below) (the “Assigned Stockholders Agreement”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Assigned Stockholders Agreement.
TRANSACTION AGREEMENTTransaction Agreement • March 24th, 2016 • Liberty Expedia Holdings, Inc. • Delaware
This Transaction Agreement (this “Agreement”), dated as of March 24, 2016, is entered into by and among Liberty Interactive Corporation, a Delaware corporation (“Liberty”), Liberty Expedia Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Liberty (“Spinco”), Barry Diller, an individual (“Diller”), John C. Malone, an individual (“Malone”), and Leslie Malone, an individual (“Mrs. Malone” and together with Malone, the “Malone Group”).
ASSIGNMENT AND ASSUMPTION OF GOVERNANCE AGREEMENTAssignment and Assumption of Governance Agreement • March 24th, 2016 • Liberty Expedia Holdings, Inc.
This Assignment and Assumption of Governance Agreement (this “Assignment”) is made as of [·] by and among Liberty Expedia Holdings, Inc., a Delaware corporation (“Spinco”), LEXE Marginco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Spinco (“Marginco”), [Liberty Sub, a Delaware [·] and a wholly-owned subsidiary of Spinco] (“[Sub]”, and together with Spinco and Marginco, the “Assignees”), Liberty Interactive Corporation, a Delaware corporation (“Liberty”), Barry Diller, an individual (“Diller”), and Expedia, Inc., a Delaware corporation (“Expedia”). Capitalized terms used and not otherwise defined herein have the meanings given such terms in the Governance Agreement (as defined below).
