Amended And Restated Governance Agreement Sample Contracts

Second Amended and Restated Governance Agreement (November 7th, 2016)

This Second Amended and Restated Governance Agreement (this Agreement) is made as of November 1, 2016, by and among IAC/InterActiveCorp, a Delaware corporation (IAC or the Company), Mr. Barry Diller (Mr. Diller) and the persons signatory hereto (each, a Diller Party and, collectively with Mr. Diller, the Diller Parties) and shall be effective as of the Effective Date.

Second Amended and Restated Governance Agreement (November 4th, 2016)

This Second Amended and Restated Governance Agreement (this Agreement) is made as of November 1, 2016, by and among IAC/InterActiveCorp, a Delaware corporation (IAC or the Company), Mr. Barry Diller (Mr. Diller) and the persons signatory hereto (each, a Diller Party and, collectively with Mr. Diller, the Diller Parties) and shall be effective as of the Effective Date.

Central European Distribution Corporation – AMENDED AND RESTATED GOVERNANCE AGREEMENT BY AND BETWEEN CENTRAL EUROPEAN DISTRIBUTION CORPORATION AND ROUST TRADING LTD. Dated as of July 9, 2012 (July 11th, 2012)

THIS AMENDED AND RESTATED GOVERNANCE AGREEMENT (this Agreement) is entered into as of July 9, 2012 (the Effective Date), by and between Central European Distribution Corporation (the Company) and Roust Trading Ltd. (RTL).

AMENDED AND RESTATED GOVERNANCE AGREEMENT Among EXPEDIA, INC., LIBERTY INTERACTIVE CORPORATION, and BARRY DILLER Dated as of December 20, 2011 (December 27th, 2011)

Amended and Restated Governance Agreement, dated as of December 20, 2011 (the Agreement), among Expedia, Inc., a Delaware corporation (Expedia, 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.

AMENDED AND RESTATED GOVERNANCE AGREEMENT Among EXPEDIA, INC., LIBERTY INTERACTIVE CORPORATION, and BARRY DILLER Dated as of [], 20[11] (November 22nd, 2011)

Amended and Restated Governance Agreement, dated as of [], 20[11] (the Agreement), among Expedia, Inc., a Delaware corporation (Expedia, 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.

Theravance – Second Amendment to Amended and Restated Governance Agreement (November 29th, 2010)

This Second Amendment to the Amended and Restated Governance Agreement (this Amendment) is entered into effective as of November 29, 2010, by and among GlaxoSmithKline LLC, a Delaware limited liability company, the successor entity to SmithKline Beecham Corporation, a Pennsylvania corporation (GSK), Theravance, Inc., a Delaware corporation (the Company), GlaxoSmithKline plc, an English public limited company (GlaxoSmithKline) and Glaxo Group Limited, a limited liability company organized under the laws of England and Wales (GGL and with each of GSK, GlaxoSmithKline and the Company, a Party) and amends the Amended and Restated Governance Agreement (the Governance Agreement) entered into as of June 4, 2004 and as amended on April 25, 2007, by and among the Parties. All defined terms not defined in this Amendment shall have the meaning ascribed to them in the Governance Agreement.

Ally Financial Inc. – Amended and Restated Governance Agreement (May 22nd, 2009)

This AMENDED AND RESTATED GOVERNANCE AGREEMENT (this Agreement), dated as of May 21, 2009, is made by and among GMAC LLC, a Delaware limited liability company (the Company), FIM Holdings LLC, a Delaware limited liability company (FIM), GM Finance Co. Holdings LLC, a Delaware limited liability company (GM), the United States Department of the Treasury (the Treasury) and any person who after the date hereof executes a joinder to this Agreement substantially in the form attached hereto as Exhibit A.

AMENDED AND RESTATED GOVERNANCE AGREEMENT Among IAC/INTERACTIVECORP, LIBERTY MEDIA CORPORATION, and BARRY DILLER DATED AS OF AUGUST 9, 2005 (November 9th, 2005)

Amended and Restated Governance Agreement, dated as of August 9, 2005, among IAC/InterActiveCorp, a Delaware corporation (IAC, or the Company), 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.

Itc^Deltacom – AMENDED AND RESTATED GOVERNANCE AGREEMENT Among ITC^DeltaCom, Inc. And the Securityholders of ITC^DeltaCom, Inc. Listed on the Signature Pages Hereof Dated as of July 26, 2005 (August 1st, 2005)

WHEREAS, Parent, each WCAS Securityholder and the Other Holder are parties to a Governance Agreement, dated as of October 6, 2003, as amended as of March 29, 2005 (the Original Agreement), which establishes terms and conditions concerning the corporate governance of Parent and the acquisition and disposition of securities of Parent;

Theravance – Amended and Restated Governance Agreement (July 26th, 2004)

This AMENDED AND RESTATED GOVERNANCE AGREEMENT (this "Agreement") is dated as of June , 2004 among SmithKline Beecham Corporation, a Pennsylvania corporation ("GSK"), Theravance, Inc., a Delaware corporation (the "Company"), solely with respect to Articles III, IV and VI hereof, GlaxoSmithKline plc, an English public limited company ("GlaxoSmithKline"), and, solely with respect to Articles II, IV and VI hereof, Glaxo Group Limited, a limited liability company organized under the laws of England and Wales ("GGL" and with each of GSK, GlaxoSmithKline and the Company, a "Party").

Theravance – Amended and Restated Governance Agreement (June 10th, 2004)

This AMENDED AND RESTATED GOVERNANCE AGREEMENT (this "Agreement") is dated as of June , 2004 among SmithKline Beecham Corporation, a Pennsylvania corporation ("GSK"), Theravance, Inc., a Delaware corporation (the "Company"), solely with respect to Articles III, IV and VI hereof, GlaxoSmithKline plc, an English public limited company ("GlaxoSmithKline"), and, solely with respect to Articles II, IV and VI hereof, Glaxo Group Limited, a limited liability company organized under the laws of England and Wales ("GGL" and with each of GSK, GlaxoSmithKline and the Company, a "Party").