EXECUTION COPY AGREEMENT AND PLAN OF MERGER BY AND AMONG USA INTERACTIVE HERMITAGE MERGER CORP. AND HOTELS.COM AS OF APRIL 9, 2003 TABLE OF CONTENTSMerger Agreement • April 10th, 2003 • Hotels Com • Services-business services, nec • Delaware
UNDERWRITING AGREEMENTUnderwriting Agreement • March 2nd, 2000 • Hotel Reservations Network Inc • Services-business services, nec • New York
AMENDMENT TO AMENDED AND RESTATED ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 10th, 2003 • Hotels Com • Services-business services, nec
WITNESSETHStockholder Agreement • January 12th, 2001 • Hotel Reservations Network Inc • Services-business services, nec • Delaware
EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") dated July 28, 2000 is entered into by and between Mel Robinson ("Executive") and Hotel Reservation Network, Inc., a Delaware corporation (the "Company"). WHEREAS, the Company...Employment Agreement • March 27th, 2003 • Hotels Com • Services-business services, nec • Texas
Exhibit 10.8 EMPLOYMENT AGREEMENT This Agreement is made and entered into this 12th day of December, 1999, by and between Hotel Reservations Network, Inc. ("COMPANY") and Jack Rubin ("EMPLOYEE"). The following recitals are true and constitute the...Employment Agreement • February 3rd, 2000 • Hotel Reservations Network Inc • Services-business services, nec • Texas
W I T N E S S E T H:Assumption Agreement • February 7th, 2000 • Hotel Reservations Network Inc • Services-business services, nec • New York
Exhibit 10.2 TAX SHARING AGREEMENT TAX SHARING AGREEMENT (the "Agreement") entered into as of May 10, 1999, by and among USA NETWORKS, INC., a Delaware corporation ("Parent") and HOTEL RESERVATIONS, INC., a Delaware corporation ("HRN"). Parent and its...Tax Sharing Agreement • February 7th, 2000 • Hotel Reservations Network Inc • Services-business services, nec
September 4, 2000 Jack Rubin 6602 Forestshire Drive Dallas, Texas 75230 Dear Mr. Rubin: Hotel Reservations Network, Inc., a Delaware corporation (the "COMPANY") and you hereby agree as follows: 1. Effective September 5, 2000 (the "INITIAL TERMINATION...Employment Agreement • November 13th, 2000 • Hotel Reservations Network Inc • Services-business services, nec
RECITALSEmployment Agreement • January 12th, 2001 • Hotel Reservations Network Inc • Services-business services, nec • Texas
EXHIBIT 10.6 FORM OF WARRANT (A) NEITHER THIS WARRANT NOR ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT (THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES...Warrant Agreement • February 7th, 2000 • Hotel Reservations Network Inc • Services-business services, nec • Delaware
HOTEL RESERVATIONS NETWORK LOGO] Date: May 26, 2000 To: Jeff Wasson, Chief Executive Officer, TravelNow.com Inc. From: Jack Rubin, Chief Financial and Strategic Officer, Hotel Reservations Network Re: LETTER AGREEMENT This is to confirm the terms of...Letter Agreement • January 12th, 2001 • Hotel Reservations Network Inc • Services-business services, nec
