VOTING AGREEMENTVoting Agreement • April 16th, 2019 • Expedia Group, Inc. • Transportation services • Delaware
This Voting Agreement (this “Agreement”), dated as of April 15, 2019, is entered into by and between Expedia Group, Inc., a Delaware corporation (“Parent”), and each of the undersigned (each, a “Shareholder” and, together, the “Shareholders”), each a shareholder of Liberty Expedia Holdings, Inc., a Delaware corporation (the “Company”).
EXCHANGE AGREEMENTGovernance Agreement • April 16th, 2019 • Expedia Group, Inc. • Transportation services • Delaware
Second Amended and Restated Governance Agreement, dated as of April 15, 2019 (this “Agreement”), between Expedia Group, Inc., a Delaware corporation (“Expedia Group,” or the “Company”), and Mr. Barry Diller (“Mr. Diller” or the “Stockholder”).
AMENDMENT NO. 2 TO TRANSACTION AGREEMENTTransaction Agreement • April 16th, 2019 • Expedia Group, Inc. • Transportation services • Delaware
This Amendment No. 2 to Transaction Agreement (this “Amendment”), is made and entered into as of April 15, 2019, by and among Qurate Retail, Inc., a Delaware corporation (f/k/a Liberty Interactive Corporation) (“Qurate Retail”), Liberty Expedia Holdings, Inc., a Delaware corporation (“Liberty Expedia”), Mr. Barry Diller (“Diller”), Mr. John C. Malone (“Malone”) and Mrs. Leslie Malone (“Mrs. Malone”).
STOCKHOLDERS AGREEMENT TERMINATION AGREEMENTStockholders Agreement Termination Agreement • April 16th, 2019 • Expedia Group, Inc. • Transportation services
This Stockholders Agreement Termination Agreement (this “Agreement”), is made and entered into as of April 15, 2019, by and among Mr. Barry Diller (“Diller”), Liberty Expedia Holdings, Inc., a Delaware corporation (“Liberty Expedia”), LEXEB, LLC, a Delaware limited liability company and a wholly owned subsidiary of Liberty Expedia (“LEXEB”), and LEXE Marginco, LLC, a Delaware limited liability company and a wholly owned subsidiary of Liberty Expedia (“Marginco”).
ASSUMPTION AND JOINDER AGREEMENT TO TAX SHARING AGREEMENTAssumption and Joinder Agreement • April 16th, 2019 • Expedia Group, Inc. • Transportation services • Delaware
This ASSUMPTION AND JOINDER AGREEMENT TO TAX SHARING AGREEMENT is made and entered into as of April 15, 2019 (the “Assumption and Joinder Agreement”), by and among Expedia Group, Inc., a Delaware corporation (“Parent”), Liberty Expedia Holdings, Inc., a Delaware corporation (the “Company”), and Qurate Retail, Inc., a Delaware corporation (f/k/a Liberty Interactive Corporation) (“Qurate Retail”). Capitalized terms used but not defined herein will have the meaning ascribed thereto in the Merger Agreement (as defined below).
