MARGIN LOAN AGREEMENT Dated as of November 1, 2016 among LEXE MARGINCO, LLC, as Borrower, LIBERTY EXPEDIA HOLDINGS, INC. as Guarantor, VARIOUS LENDERS and BANK OF AMERICA, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., as Calculation AgentMargin Loan Agreement • November 7th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • New York
This MARGIN LOAN AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of November 1, 2016 by and among LEXE MARGINCO, LLC, a Delaware limited liability company, as Borrower (the “Borrower”), LIBERTY EXPEDIA HOLDINGS, INC., a Delaware corporation (the “Parent”), as Guarantor (in such capacity, the “Guarantor”), BANK OF AMERICA, N.A., as Administrative Agent (together with its successors and assigns in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A., as Calculation Agent (together with its successors and assigns in such capacity, the “Calculation Agent”), and the lenders from time to time party hereto.
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 1st, 2017 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Colorado
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of the date set forth on Schedule I hereto (the “Grant Date”), by and between the issuer identified in Schedule I hereto (the “Company”), and the recipient (the “Grantee”) of an Award of Options granted by the Plan Administrator (as defined in Schedule I hereto) as set forth in this Agreement.
AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • November 7th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Colorado
This Aircraft Time Sharing Agreement (“Agreement”) is entered into as of the 4th day of November, 2016 (“Effective Date”), by and between Liberty Media Corporation, with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Lessor”), and Liberty Expedia Holdings, Inc., with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Lessee”).
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • February 8th, 2019 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (this “Agreement”), dated ___________, ____, is effective as of the Effective Date (as defined below), by and between Liberty Expedia Holdings, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”). Indemnitee and the Company previously entered into that certain Indemnification Agreement, dated as of _________ (the “Prior Agreement”). This Agreement supersedes and replaces the Prior Agreement in its entirety.
RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • March 1st, 2017 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Colorado
THIS RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made as of the date set forth on Schedule I hereto (the “Grant Date”), by and between the issuer identified in Schedule 1 of this Agreement (the “Company”), and the recipient (the “Grantee”) of an Award of Restricted Stock Units (as defined below) granted by the Plan Administrator (as defined in Schedule I hereto) as set forth in this Agreement.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 23rd, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of this [ ] day of [ ], by and between Liberty Expedia Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
FORM OF AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • September 23rd, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Colorado
This Aircraft Time Sharing Agreement (“Agreement”) is effective as of the [ ] day of [ ], 2016 (“Effective Date”), by and among Liberty Citation, Inc., with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Owner”), Liberty Denver Arena, LLC, with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (the “Sublessor”), and Liberty Expedia Holdings, Inc., with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Lessee”).
ASSIGNMENT AGREEMENTAssignment Agreement • November 7th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
This Assignment Agreement, dated as of November 4, 2016, (this “Agreement”), is by and between Barry Diller, an individual (“Diller”), and Liberty Expedia Holdings, Inc., a Delaware corporation (“Splitco”).
AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • November 7th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Colorado
This Aircraft Time Sharing Agreement (“Agreement”) is effective as of the 4th day of November, 2016 (“Effective Date”), by and among Liberty Citation, Inc., with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Owner”), Liberty Denver Arena LLC, with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (the “Sublessor”), and Liberty Expedia Holdings, Inc., with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Lessee”).
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENTStockholders Agreement • November 7th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
This Amendment No. 1 to Stockholders Agreement, dated as of November 4, 2016, (this “Amendment”), is by and between Barry Diller (“Diller”), for himself and on behalf of the members of the Diller Stockholder Group, and Liberty Expedia Holdings, Inc., a Delaware corporation (“Splitco”), for itself and on behalf of the members of the Splitco Stockholder Group, and amends that certain Amended and Restated Stockholders Agreement, dated as of December 20, 2011 (the “Original Stockholders Agreement”), as amended by the Stockholders Agreement Assignment (as defined below) (the “Assigned Stockholders Agreement”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Assigned Stockholders Agreement.
REORGANIZATION AGREEMENT between LIBERTY INTERACTIVE CORPORATION and LIBERTY EXPEDIA HOLDINGS, INC. Dated as of October 26, 2016Reorganization Agreement • November 4th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of October 26, 2016, is entered into by and between LIBERTY INTERACTIVE CORPORATION, a Delaware corporation (“LIC”), and LIBERTY EXPEDIA HOLDINGS, INC., a Delaware corporation (“Splitco”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.
VOTING AGREEMENTVoting Agreement • April 16th, 2019 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • 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 AGREEMENTGovernance Agreement • April 16th, 2019 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • 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, 2019Agreement and Plan of Merger • April 16th, 2019 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • 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”).
AMENDED AND RESTATED TRANSACTION AGREEMENTTransaction Agreement • September 23rd, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
This Amended and Restated Transaction Agreement (this “Agreement”), dated as of September 22, 2016, is entered into by and among Liberty Interactive Corporation, a Delaware corporation (“Liberty”), Liberty Expedia Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Liberty (“Splitco”), Barry Diller, an individual (“Diller”), John C. Malone, an individual (“Malone”), and Leslie Malone, an individual (“Mrs. Malone” and together with Malone, the “Malone Group”) and amends and restates in its entirety that certain Transaction Agreement, dated as of March 24, 2016 (the “Original Transaction Agreement”), entered into by and among Liberty, Splitco, Diller and the Malone Group.
GOVERNANCE AGREEMENT TERMINATION AGREEMENTGovernance Agreement Termination Agreement • April 16th, 2019 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers
This Governance Agreement Termination Agreement (this “Agreement”), is made and entered into as of April 15, 2019, by and among Mr. Barry Diller (“Diller”), Expedia Group, Inc., a Delaware corporation (“Expedia Group”), Liberty Expedia Holdings, Inc., a Delaware corporation (“Liberty Expedia”), LEXEB, LLC, a Delaware limited liability company and a wholly owned subsidiary of Liberty Expedia (“LEXEB”), and LEXE Marginco, LLC, a Delaware limited liability company and a wholly owned subsidiary of Liberty Expedia (“Marginco”).
AMENDMENT NO. 2 TO TRANSACTION AGREEMENTTransaction Agreement • April 16th, 2019 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
This Amendment No. 2 to Transaction Agreement (this “Amendment”), is made and entered into as of April 15, 2019, by and among Qurate Retail, Inc., a Delaware corporation (f/k/a Liberty Interactive Corporation) (“Qurate Retail”), Liberty Expedia Holdings, Inc., a Delaware corporation (“Liberty Expedia”), Mr. Barry Diller (“Diller”), Mr. John C. Malone (“Malone”) and Mrs. Leslie Malone (“Mrs. Malone”).
STOCKHOLDERS AGREEMENT TERMINATION AGREEMENTStockholders Agreement Termination Agreement • April 16th, 2019 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers
This Stockholders Agreement Termination Agreement (this “Agreement”), is made and entered into as of April 15, 2019, by and among Mr. Barry Diller (“Diller”), Liberty Expedia Holdings, Inc., a Delaware corporation (“Liberty Expedia”), LEXEB, LLC, a Delaware limited liability company and a wholly owned subsidiary of Liberty Expedia (“LEXEB”), and LEXE Marginco, LLC, a Delaware limited liability company and a wholly owned subsidiary of Liberty Expedia (“Marginco”).
PROXY AND VOTING AGREEMENTProxy and Voting Agreement • November 7th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
This Proxy and Voting Agreement, dated as of November 4, 2016 (this “Agreement”), is by and among Barry Diller, an individual (“Diller”), John C. Malone, an individual (“Malone”), and Leslie Malone, an individual (“Mrs. Malone” and together with Malone, the “Malone Group”).
ASSIGNMENT AND ASSUMPTION OF STOCKHOLDERS AGREEMENTAssignment and Assumption of Stockholders Agreement • November 7th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers
This Assignment and Assumption of Stockholders Agreement (this “Assignment”) is made as of November 4, 2016 by and among Liberty Expedia Holdings, Inc., a Delaware corporation (“Splitco”), LEXE Marginco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Splitco (“Marginco”), LEXEB, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Splitco (“LEXEB”, and together with Splitco and Marginco, the “Assignees”), Liberty Interactive Corporation, a Delaware corporation (“Liberty”), and Barry Diller, an individual (“Diller”). Capitalized terms used and not otherwise defined herein have the meanings given such terms in the Stockholders Agreement (as defined below).
ASSIGNMENT AND ASSUMPTION OF GOVERNANCE AGREEMENTAssignment and Assumption of Governance Agreement • November 7th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers
This Assignment and Assumption of Governance Agreement (this “Assignment”) is made as of November 4, 2016 by and among Liberty Expedia Holdings, Inc., a Delaware corporation (“Splitco”), LEXE Marginco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Splitco (“Marginco”), LEXEB, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Splitco (“LEXEB”, and together with Splitco and Marginco, the “Assignees”), Liberty Interactive Corporation, a Delaware corporation (“Liberty”), Barry Diller, an individual (“Diller”), and Expedia, Inc., a Delaware corporation (“Expedia”). Capitalized terms used and not otherwise defined herein have the meanings given such terms in the Governance Agreement (as defined below).
ASSUMPTION AND JOINDER AGREEMENT TO TAX SHARING AGREEMENTAssumption and Joinder Agreement • April 16th, 2019 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
This ASSUMPTION AND JOINDER AGREEMENT TO TAX SHARING AGREEMENT is made and entered into as of April 15, 2019 (the “Assumption and Joinder Agreement”), by and among Expedia Group, Inc., a Delaware corporation (“Parent”), Liberty Expedia Holdings, Inc., a Delaware corporation (the “Company”), and Qurate Retail, Inc., a Delaware corporation (f/k/a Liberty Interactive Corporation) (“Qurate Retail”). Capitalized terms used but not defined herein will have the meaning ascribed thereto in the Merger Agreement (as defined below).
ASSIGNMENT AGREEMENTAssignment Agreement • March 24th, 2016 • Liberty Expedia Holdings, Inc. • Delaware
This Assignment Agreement, dated as of [ ], (this “Agreement”), is by and between Barry Diller, an individual (“Diller”), and Liberty Expedia Holdings, Inc., a Delaware corporation (“Spinco”).
ASSUMPTION AGREEMENT CONCERNING TRANSACTION AGREEMENT OBLIGATIONSAssumption Agreement • April 16th, 2019 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
This ASSUMPTION AGREEMENT CONCERNING TRANSACTION AGREEMENT OBLIGATIONS is made and entered into as of April 15, 2019 (the “Assumption Agreement”), by and among Expedia Group, Inc., a Delaware corporation (“Parent”), Liberty Expedia Holdings, Inc., a Delaware corporation (the “Company”), Qurate Retail, Inc., a Delaware corporation (f/k/a Liberty Interactive Corporation) (“Qurate Retail”), Mr. Barry Diller (“Diller”), Mr. John C. Malone (“Malone”) and Mrs. Leslie Malone (“Mrs. Malone” and, together with Malone, the “Malone Group”). Capitalized terms used but not defined herein will have the meaning ascribed thereto in the Merger Agreement (as defined below).
FORM OF TAX SHARING AGREEMENT BETWEEN LIBERTY INTERACTIVE CORPORATION AND LIBERTY EXPEDIA HOLDINGS, INC.Tax Sharing Agreement • September 23rd, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
THIS TAX SHARING AGREEMENT (this “Agreement”) is entered into as of [ ], between Liberty Interactive Corporation, a Delaware corporation (“Distributing”), and Liberty Expedia Holdings, Inc., a Delaware corporation (“Splitco”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.
ASSUMPTION AND JOINDER AGREEMENT TO REORGANIZATION AGREEMENTAssumption and Joinder Agreement • April 16th, 2019 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
This ASSUMPTION AND JOINDER AGREEMENT TO REORGANIZATION AGREEMENT is made and entered into as of April 15, 2019 (the “Assumption and Joinder Agreement”), by and among Expedia Group, Inc., a Delaware corporation (“Parent”), Liberty Expedia Holdings, Inc., a Delaware corporation (the “Company”), and Qurate Retail, Inc., a Delaware corporation (f/k/a Liberty Interactive Corporation) (“Qurate Retail”). Capitalized terms used but not defined herein will have the meaning ascribed thereto in the Merger Agreement (as defined below).
PROXY AND VOTING AGREEMENTProxy and Voting Agreement • March 24th, 2016 • Liberty Expedia Holdings, Inc. • Delaware
This Proxy and Voting Agreement, dated as of [ ] (this “Agreement”), is by and among Barry Diller, an individual (“Diller”), John C. Malone, an individual (“Malone”), and Leslie Malone, an individual (“Mrs. Malone” and together with Malone, the “Malone Group”).
Liberty Expedia Holdings, Inc. 12300 Liberty Boulevard Englewood, CO 80112Liberty Expedia Holdings, Inc. • March 7th, 2018 • Retail-nonstore retailers
Reference is made to the Amended and Restated Transaction Agreement, dated as of September 22, 2016 (the “Transaction Agreement”), by and among Liberty Interactive Corporation (“Liberty”), Liberty Expedia Holdings, Inc. (“Splitco”), John C. Malone (“Malone”) and Leslie Malone (“Mrs. Malone,” and together with Malone, the “Malone Group”), and Mr. Barry Diller (“Diller”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Transaction Agreement.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 5th, 2019 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers
This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is entered into as of June 5, 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” and, together with each of Parent, Merger LLC and Merger Sub, each a “Party” and, collectively, the “Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
LIBERTY PROPERTY HOLDINGS, INC. 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112Liberty Expedia Holdings, Inc. • November 7th, 2016 • Retail-nonstore retailers • Colorado
Liberty Interactive Corporation, a Delaware corporation (“LIC”), has, or will shortly, effect the split-off (the “Split-off”) of Liberty Expedia Holdings, Inc., a Delaware corporation (“SplitCo”), by means of the redemption of a portion of the issued and outstanding shares of LIC’s Liberty Ventures common stock in exchange for all of the issued and outstanding shares of common stock of SplitCo. To that end, LIC and SplitCo have entered into a Reorganization Agreement, dated as of October 26, 2016 (the “Reorganization Agreement”), pursuant to which various assets and businesses of LIC and its subsidiaries have been, or will be, transferred to SplitCo and its subsidiaries.
SERVICES AGREEMENTServices Agreement • November 7th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Colorado
SERVICES AGREEMENT (this “Agreement”), dated as of November 4, 2016, by and between Liberty Media Corporation, a Delaware corporation (the “Provider”), and Liberty Expedia Holdings, Inc., a Delaware corporation (“SplitCo”).
FORM OF SERVICES AGREEMENTForm of Services Agreement • September 23rd, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Colorado
SERVICES AGREEMENT (this “Agreement”), dated as of [ ], 2016, by and between Liberty Media Corporation, a Delaware corporation (the “Provider”), and Liberty Expedia Holdings, Inc., a Delaware corporation (“SplitCo”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 1st, 2017 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of _____________, by and between Liberty Expedia Holdings, Inc., a Delaware corporation (the “Company”), and _________________ (the “Indemnitee”).
ASSIGNMENT AND ASSUMPTION OF STOCKHOLDERS AGREEMENTAssignment and Assumption of Stockholders Agreement • March 24th, 2016 • Liberty Expedia Holdings, Inc.
This Assignment and Assumption of Stockholders Agreement (this “Assignment”) is made as of [·] by and among Liberty Expedia Holdings, Inc., a Delaware corporation (“Spinco”), LEXE Marginco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Spinco (“Marginco”), [Liberty Sub, a Delaware [·] and a wholly-owned subsidiary of Spinco] (“[Sub]”, and together with Spinco and Marginco, the “Assignees”), Liberty Interactive Corporation, a Delaware corporation (“Liberty”), and Barry Diller, an individual (“Diller”). Capitalized terms used and not otherwise defined herein have the meanings given such terms in the Stockholders Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • November 14th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers
JOINT FILING AGREEMENT (this “Agreement”), dated as of November 14, 2016, by and among Liberty Expedia Holdings, Inc., a Delaware corporation (“Liberty”) and Barry Diller.
