GOVERNANCE AGREEMENT among TRIPADVISOR, INC., LIBERTY INTERACTIVE CORPORATION, and BARRY DILLER Dated as of December 20, 2011Governance Agreement • December 27th, 2011 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Delaware
Governance Agreement, dated as of December 20, 2011, among TripAdvisor, Inc., a Delaware corporation (“TripAdvisor,” or the “Company”), Liberty Interactive Corporation, a Delaware corporation formerly known as Liberty Media Corporation, for itself and on behalf of the members of its Stockholder Group (“Liberty”), and Mr. Barry Diller (“Mr. Diller”) for himself and on behalf of the members of his Stockholder Group.
TAX SHARING AGREEMENT by and between EXPEDIA, INC. and TRIPADVISOR, INC. Dated as of December 20, 2011Tax Sharing Agreement • December 27th, 2011 • TripAdvisor, Inc. • Services-computer programming, data processing, etc.
This TAX SHARING AGREEMENT (this “Agreement”), dated as of December 20, 2011, by and between Expedia, Inc., a Delaware corporation (“Parent”), and TripAdvisor, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”).
CREDIT AGREEMENT dated as of December 20, 2011, among TRIPADVISOR, INC., TRIPADVISOR HOLDINGS, LLC, TRIPADVISOR LLC and The other BORROWERS Party Hereto, The LENDERS Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and as London Agent...Credit Agreement • December 27th, 2011 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • New York
CREDIT AGREEMENT dated as of December 20, 2011, among TRIPADVISOR, INC., a Delaware corporation, TRIPADVISOR HOLDINGS, LLC, a Massachusetts limited liability company, TRIPADVISOR LLC, a Delaware limited liability company, and the other BORROWERS from time to time party hereto; the LENDERS from time to time party hereto; JPMORGAN CHASE BANK, N.A., as Administrative Agent; and J.P. MORGAN EUROPE LIMITED, as London Agent.
EQUITY WARRANT AGREEMENT Dated as of December 20, 2011 for 32,186,792 Warrants to Purchase UP TO 8,046,698 SHARES OF COMMON STOCK EXPIRING MAY 7, 2012 between TRIPADVISOR, INC. and MELLON INVESTOR SERVICES LLC, as Equity Warrant AgentEquity Warrant Agreement • December 27th, 2011 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • New York
THIS EQUITY WARRANT AGREEMENT (the “Agreement”), dated as of December 20, 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”).
SEPARATION AGREEMENT by and between EXPEDIA, INC. and TRIPADVISOR, INC. Dated as of December 20, 2011Separation Agreement • December 27th, 2011 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Delaware
This SEPARATION AGREEMENT, dated as of December 20, 2011, is entered into by and between Expedia, Inc., a Delaware corporation (“Expedia”), and TripAdvisor, Inc., a Delaware corporation and wholly owned subsidiary of Expedia (“TripAdvisor”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 27th, 2011 • TripAdvisor, Inc. • Services-computer programming, data processing, etc.
This TRANSITION SERVICES AGREEMENT, dated as of December 20, 2011 (this “Services Agreement”), is entered into by and between Expedia, Inc., a Delaware corporation (“Expedia”), and TripAdvisor, Inc., a Delaware corporation and wholly owned Subsidiary of Expedia (“TripAdvisor”). Capitalized terms used herein but not defined herein shall have the meaning set forth in that certain Separation Agreement, dated as of the date hereof, by and between Expedia and TripAdvisor (the “Separation Agreement”).
EMPLOYEE MATTERS AGREEMENT by and between EXPEDIA, INC. and TRIPADVISOR, INC. Dated as of December 20, 2011Employee Matters Agreement • December 27th, 2011 • TripAdvisor, Inc. • Services-computer programming, data processing, etc.
This Employee Matters Agreement (this “Agreement”), dated as of December 20, 2011, with effect as of the Effective Time, is entered into by and between Expedia, Inc., a Delaware corporation (“Expedia”), and TripAdvisor, Inc., a Delaware corporation (“TripAdvisor,” and together with Expedia, the “Parties”).
MASTER ADVERTISING AGREEMENT (CPC)Master Advertising Agreement (Cpc) • December 27th, 2011 • TripAdvisor, Inc. • Services-computer programming, data processing, etc.
This Master Advertising Agreement (CPC) (“Agreement”) is entered into by and between, on one hand, TripAdvisor LLC, TripAdvisor Limited, and TripAdvisor Singapore Private Limited (collectively, the “TripAdvisor Companies”) and, on the other, Expedia, Inc., Hotels.com LP, and Travelscape LLC (collectively, the “Expedia Companies”). This Agreement will be effective as of December 20, 2011 (the “Effective Date”).
TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT FOR DARA KHOSROWSHAHIRestricted Stock Unit Agreement • December 27th, 2011 • TripAdvisor, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT, dated as of December 20, 2011, is between TripAdvisor, Inc., a Delaware corporation (“TripAdvisor” or the “Corporation”), and Dara Khosrowshahi (the “Eligible Individual”).
