0001193125-11-288944 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • October 31st, 2011 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Massachusetts

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Seth Kalvert (“Executive”) and TripAdvisor, LLC, a Delaware limited liability company (the “Company”), and is effective as of October 19, 2011 (the “Effective Date”).

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FORM OF EQUITY WARRANT AGREEMENT Dated as of , 2011 for Warrants to Purchase UP TO SHARES OF COMMON STOCK EXPIRING MAY 7, 2012 between TRIPADVISOR, INC. and MELLON INVESTOR SERVICES LLC, as Equity Warrant Agent
Equity Warrant Agreement • October 31st, 2011 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • New York

THIS EQUITY WARRANT AGREEMENT (the “Agreement”), dated as of , 2011, is between TripAdvisor, Inc., a Delaware corporation (the “Company” or “TripAdvisor”), and Mellon Investor Services LLC (as successor-in-interest to The Bank of New York Mellon), a New Jersey limited liability company, as warrant agent (the “Equity Warrant Agent”).

AMENDED AND RESTATED EQUITY WARRANT AGREEMENT Dated as of October 25, 2011 for 32,187,094 Warrants to Purchase UP TO 16,093,547 SHARES OF COMMON STOCK EXPIRING MAY 7, 2012 between EXPEDIA, INC. and MELLON INVESTOR SERVICES LLC, as Equity Warrant Agent
Equity Warrant Agreement • October 31st, 2011 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • New York

THIS AMENDED AND RESTATED EQUITY WARRANT AGREEMENT (the “Agreement”), dated as of October 25, 2011, is between Expedia, Inc., a Delaware corporation (the “Company” or “Expedia”), and Mellon Investor Services LLC (as successor-in-interest to The Bank of New York Mellon), a New Jersey limited liability company, as warrant agent (the “Equity Warrant Agent”).

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