Expedia, Inc. Sample Contracts

EXPEDIA GROUP, INC., as Issuer AND THE SUBSIDIARY GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, as Guarantors AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 19, 2021 0% Convertible Senior Notes due 2026
Indenture • February 19th, 2021 • Expedia Group, Inc. • Transportation services • New York

INDENTURE dated as of February 19, 2021 among Expedia Group, Inc., a Delaware corporation, as issuer (the “Company,” as more fully set forth in ‎Section 1.01), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in ‎Section 1.01).

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dated as of July 8, 2005 among
Credit Agreement • July 14th, 2005 • Expedia, Inc. • Transportation services • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 15th, 2020 • Expedia Group, Inc. • Transportation services • New York

This REGISTRATION RIGHTS AGREEMENT dated July 14, 2020 (the “Agreement”) is entered into by and among Expedia Group, Inc., a Delaware corporation (the “Company”), the subsidiary guarantors listed in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities LLC, as representative (the “Representative”) of the initial purchasers (the “Initial Purchasers”) listed in Schedule 1 to the Purchase Agreement dated July 7, 2020 (the “Purchase Agreement”).

AMONG
Governance Agreement • August 22nd, 2005 • Expedia, Inc. • Transportation services • Delaware
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 3rd, 2021 • Expedia Group, Inc. • Transportation services • New York

This REGISTRATION RIGHTS AGREEMENT dated March 3, 2021 (the “Agreement”) is entered into by and among Expedia Group, Inc., a Delaware corporation (the “Company”), the subsidiary guarantors listed in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the initial purchasers (the “Initial Purchasers”) listed in Schedule 1 to the Purchase Agreement dated February 16, 2021 (the “Purchase Agreement”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 14th, 2020 • Expedia Group, Inc. • Transportation services • Washington

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Eric Hart (“Executive”) and Expedia, Inc., a Washington corporation (the “Company”), and is effective as of November 1, 2019 (the “Effective Date”).

EXHIBIT 4.4 OPTIONHOLDER EQUITY WARRANT AGREEMENT DATED AS OF AUGUST 9, 2005
Equity Warrant Agreement • August 22nd, 2005 • Expedia, Inc. • Transportation services • New York
AGREEMENT AND PLAN OF MERGER by and among EXPEDIA, INC., XETA, INC. and ORBITZ WORLDWIDE, INC. Dated as of February 12, 2015
Agreement and Plan of Merger • February 13th, 2015 • Expedia, Inc. • Transportation services • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of February 12, 2015 (this “Agreement”), is made by and among EXPEDIA, INC., a Delaware corporation (the “Parent”), XETA, INC., a Delaware corporation and an indirect wholly owned subsidiary of the Parent (the “Merger Sub”), and ORBITZ WORLDWIDE, INC., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

AMENDED AND RESTATED GOVERNANCE AGREEMENT among EXPEDIA, INC., LIBERTY INTERACTIVE CORPORATION, and BARRY DILLER Dated as of December 20, 2011
Governance Agreement • December 27th, 2011 • Expedia, Inc. • Transportation services • Delaware

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.

TAX SHARING AGREEMENT by and between EXPEDIA, INC. and TRIPADVISOR, INC. Dated as of December 20, 2011
Tax Sharing Agreement • December 27th, 2011 • Expedia, Inc. • Transportation services

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”).

EXPEDIA, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • February 8th, 2019 • Expedia Group, Inc. • Transportation services

THIS AGREEMENT (this “Agreement”), dated [●], is entered into by and between Expedia, Inc., a Delaware corporation (the “Corporation”) and [●] (the “Participant”). All capitalized terms used herein, to the extent not defined, shall have the meanings set forth in the Corporation’s Fourth Amended and Restated 2005 Stock and Annual Incentive Plan (as amended from time to time, the “Plan”).

EXPEDIA, INC.
Stockholders Agreement • August 22nd, 2005 • Expedia, Inc. • Transportation services • Delaware
AGREEMENT AND PLAN OF REORGANIZATION by and among EXPEDIA, INC., HMS 1 INC. and HOMEAWAY, INC. dated as of November 4, 2015
Agreement and Plan of Reorganization • November 5th, 2015 • Expedia, Inc. • Transportation services • Delaware

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated November 4, 2015, is by and among Expedia, Inc., a Delaware corporation (“Parent”), HMS 1 Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”) and HomeAway, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement, unless the context clearly provides otherwise. Parent, Purchaser and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT between LIBERTY INTERACTIVE CORPORATION and BARRY DILLER Dated as of December 20, 2011 EXPEDIA, INC.
Stockholders Agreement • February 10th, 2012 • Expedia, Inc. • Transportation services • Delaware

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT dated as of December 20, 2011 between Liberty Interactive Corporation (formerly known as Liberty Media Corporation), a Delaware corporation (“Liberty”), for itself and on behalf of the members of the Liberty Stockholder Group, and Mr. Barry Diller (“Diller”), for himself and on behalf of the members of the Diller Stockholder Group.

SHARE PURCHASE AGREEMENT by and among EXPEDIA, INC., EXPEDIA ASIA PACIFIC – ALPHA LIMITED, CTRIP.COM INTERNATIONAL, LTD., C-TRAVEL INTERNATIONAL LIMITED, LUXURIANT HOLDINGS LIMITED, KEYSTONE LODGING HOLDINGS LIMITED, and PLATENO GROUP LIMITED Dated as...
Share Purchase Agreement • May 22nd, 2015 • Expedia, Inc. • Transportation services • New York

This SHARE PURCHASE AGREEMENT, dated as of May 22, 2015 (this “Agreement”), is by and among Expedia, Inc., a Delaware corporation (“Expedia”), Expedia Asia Pacific – Alpha Limited, an exempted limited liability company under the Laws of the Cayman Islands (the “Seller”), Ctrip.com International, Ltd., a Cayman Islands exempted company (“Ctrip”), C-Travel International Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Ctrip (“C-Travel”), Luxuriant Holdings Limited, a limited liability company incorporated under the Laws of the Cayman Islands (“Luxuriant”), Keystone Lodging Holdings Limited, a limited liability company organized and existing under the Laws of the Cayman Islands (“Keystone”), and Plateno Group Limited, a limited liability company organized and existing under the Laws of the Cayman Islands (“Plateno” and, together with Keystone, the “Keystone Purchasers”). Expedia, the Seller, Ctrip, C-Travel, Luxuriant and Keystone Purchasers are referred to in t

EXPEDIA GROUP, INC., as Issuer the Subsidiary Guarantors from time to time parties hereto, and U.S. BANK NATIONAL ASSOCIATION, as Trustee 7.000% Senior Notes due 2025 INDENTURE Dated as of May 5, 2020
Indenture • May 5th, 2020 • Expedia Group, Inc. • Transportation services • New York

INDENTURE, dated as of May 5, 2020, among EXPEDIA GROUP, INC., a Delaware corporation (the “Company”), the Subsidiary Guarantors from time to time parties hereto and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).

EXPEDIA, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • April 30th, 2010 • Expedia, Inc. • Transportation services

THIS AGREEMENT (this “Agreement”), dated as of the Grant Date specified on the Summary of Award (as defined below), by and between Expedia, Inc., a Delaware corporation (the “Corporation”), and Gary M. Fritz (the “Eligible Individual”).

EXPEDIA, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • November 14th, 2006 • Expedia, Inc. • Transportation services • Delaware

THIS AGREEMENT, dated as of the award date (the “Award Date”) designated on the Summary of Award referenced below, between Expedia, Inc., a Delaware corporation (the “Corporation”), and Burke Norton (the “Eligible Individual”) designated as receiving an award of restricted stock units (the “Restricted Stock Units”) by the Compensation/Benefits Committee of the Board of Directors of the Corporation (or such other Committee as the Board may from time to time designate) (the “Committee”).

EXPEDIA GROUP, INC., as Issuer the Subsidiary Guarantors from time to time parties hereto, and U.S. BANK NATIONAL ASSOCIATION, as Trustee 2.950% Senior Notes due 2031 INDENTURE Dated as of March 3, 2021 CROSS-REFERENCE TABLE Certain Sections of this...
Indenture • March 3rd, 2021 • Expedia Group, Inc. • Transportation services • New York

INDENTURE, dated as of March 3, 2021, among EXPEDIA GROUP, INC., a Delaware corporation (the “Company”), the Subsidiary Guarantors from time to time parties hereto and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • February 12th, 2021 • Expedia Group, Inc. • Transportation services • Delaware

THIS AGREEMENT, dated as of the award date (the “Award Date”) designated on the Summary of Award referenced below, between Expedia Group, Inc., a Delaware corporation (the “Corporation”), and the eligible director of the Corporation (the “Director”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 28th, 2010 • Expedia, Inc. • Transportation services • Delaware

STOCK PURCHASE AGREEMENT, dated as of May 28, 2010 (the “Agreement”), by and between LAWRENCE AURIANA, a United States citizen (“Seller”) and SANDGRAIN SECURITIES INC., a Delaware corporation (“Seller Representative”) (together with Seller, “Seller Parties”), on the one hand, and EXPEDIA ASIA PACIFIC – ALPHA LIMITED, an exempted company incorporated with limited liability in the Cayman Islands (“Buyer”), on the other hand.

EXPEDIA GROUP, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • April 29th, 2020 • Expedia Group, Inc. • Transportation services • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT, including any additional terms and conditions set forth in any appendix for the Participant's country (the "Appendix" and, together, this "Agreement"), dated as of the Award Date, is concluded by and between Expedia Group, Inc., a U.S. Delaware corporation (the "Corporation"), and the undersigned employee of the Corporation, Affiliate or Subsidiary (the "Participant").

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • May 18th, 2011 • Expedia, Inc. • Transportation services • Hong Kong

SHARE PURCHASE AGREEMENT (this “Agreement”) dated as of May 16, 2011 between eLong, Inc., an exempted limited liability company under the laws of the Cayman Islands (the “Company”) and Expedia Asia Pacific-Alpha Limited, an exempted limited liability company under the laws of the Cayman Islands (the “Purchaser”).

EXPEDIA, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • April 27th, 2018 • Expedia Group, Inc. • Transportation services

THIS AGREEMENT (this “Agreement”), dated March 2, 2018, is entered into by and between Expedia, Inc., a Delaware corporation (the “Corporation”) and Robert Dzielak (the “Participant”). All capitalized terms used herein, to the extent not defined, shall have the meanings set forth in the Corporation’s Fourth Amended and Restated 2005 Stock and Annual Incentive Plan (as amended from time to time, the “Plan”).

FIRST AMENDMENT dated as of February 4, 2016 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among EXPEDIA,...
Credit Agreement • February 8th, 2016 • Expedia, Inc. • Transportation services • New York

AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 5, 2014 (this “Agreement”), among EXPEDIA, INC., a Delaware corporation; EXPEDIA, INC., a Washington corporation; TRAVELSCAPE, LLC, a Nevada limited liability company; HOTWIRE, INC., a Delaware corporation; 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.

STOCKHOLDERS AGREEMENT between LIBERTY MEDIA CORPORATION and BARRY DILLER Dated as of August 9, 2005
Stockholders Agreement • November 14th, 2005 • Expedia, Inc. • Transportation services • Delaware

STOCKHOLDERS AGREEMENT, dated as of August 9, 2005, between Liberty Media Corporation, a Delaware corporation (“Liberty”), for itself and on behalf of the members of the Liberty Stockholder Group and Mr. Barry Diller (“Diller”), for himself and on behalf of the members of the Diller Stockholder Group.

INVESTMENT AGREEMENT by and between EXPEDIA GROUP, INC., and AP FORT HOLDINGS, L.P. Dated as of April 23, 2020
Registration Rights Agreement • April 23rd, 2020 • Expedia Group, Inc. • Transportation services • Delaware

INVESTMENT AGREEMENT, dated as of April 23, 2020 (this “Agreement”), by and between Expedia Group, Inc., a Delaware corporation (the “Company”), and AP Fort Holdings, L.P., a Delaware limited partnership (the “Purchaser”).

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • May 18th, 2011 • Expedia, Inc. • Transportation services • Hong Kong

INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of May 16, 2011 among eLong, Inc., an exempted limited liability company under the laws of the Cayman Islands (the “Company”), TCH Sapphire Limited, a British Virgin Islands company limited by shares (the “Investor”) and Expedia Asia Pacific-Alpha Limited, an exempted limited liability company under the laws of the Cayman Islands (“Expedia”).

CRS MARKETING, SERVICES AND DEVELOPMENT AGREEMENT
Services and Development Agreement • June 17th, 2005 • Expedia, Inc. • Transportation services • Washington

This CRS MARKETING, SERVICES AND DEVELOPMENT AGREEMENT, dated and effective as of December 15, 1995 (the “Agreement”), by and between MICROSOFT CORPORATION, a Washington corporation, with its principal office at One MICROSOFT Way, Redmond, Washington 98052 (“MICROSOFT”), and WORLDSPAN, L.P., a Delaware limited partnership, with its principal office at 300 Galleria Parkway NW, Atlanta, Georgia 30339 (“WORLDSPAN”)

VOTING AGREEMENT
Voting 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 AGREEMENT
Governance 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”).

AGREEMENT AND PLAN OF MERGER by and among EXPEDIA GROUP, INC., LEMS II INC., LEMS I LLC and LIBERTY EXPEDIA HOLDINGS, INC. Dated as of April 15, 2019
Agreement and Plan of Merger • April 16th, 2019 • Expedia Group, Inc. • Transportation services • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 15, 2019, by and among Expedia Group, Inc., a Delaware corporation (“Parent”), LEMS I LLC, a single member Delaware limited liability company and Wholly Owned Subsidiary of Parent (“Merger LLC”), LEMS II Inc., a Delaware corporation and a Wholly Owned Subsidiary of Merger LLC (“Merger Sub”), and Liberty Expedia Holdings, Inc., a Delaware corporation (the “Company”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2006 • Expedia, Inc. • Transportation services • Washington

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Burke Norton (“Executive”) and Expedia, Inc., a Delaware corporation (the “Company”), and is effective October 25, 2006 (the “Effective Date”).

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