ARTICLE I DEFINITIONS ----------- Section 1.1 Defined Terms. Capitalized terms used in this Agreement ------------- have the respective meanings given them in Exhibit A.Stockholders' Agreement • February 19th, 1998 • Malone John C • Delaware
1 LIBERTY MEDIA CORPORATION 2001 INCENTIVE PLAN (AS AMENDED AND RESTATED EFFECTIVE AUGUST 10, 2001) NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON- QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made as of _______________, 2001 (the "Effective...Non-Qualified Stock Option Agreement • August 21st, 2001 • Malone John C • Colorado
AGENT/SECURED PARTY: PLEDGOR(S)/DEBTOR(S): NationsBank, N.A., Agent John C. Malone 901 Main Street c/o Tele-Communications, Inc. 19th Floor Terrace Tower II Dallas, TX 75202 5619 DTC Parkway Dallas County Englewood, CO 80111 Arapahoe County (Street...Pledge Agreement • November 3rd, 1998 • Malone John C • Texas
WITNESSETH:Exchange Agreement • October 1st, 1997 • Malone John C • Colorado
EXHIBIT 7(J) STOCKHOLDERS' AGREEMENT This Stockholders' Agreement (this "Agreement") is made as of August 5, 1997, by and among Tele-Communications, Inc., a Delaware corporation, John C. Malone ("Malone"), the IP Series B Trust II (the "Trust"), Leo...Stockholders' Agreement • October 3rd, 1997 • Malone John C • Delaware
March 5, 1999 Dr. John C. Malone Ms. Leslie Malone Mr. Gary Magness Mr. Kim Magness Magness Securities LLC Magness FT Investment Company, LLC The Kim Magness Family Foundation The Gary Magness Family Foundation c/o Tele- Communications, Inc. 5619 DTC...Malone John C • March 30th, 1999
EXHIBIT 7(r) AMENDED AND RESTATED AGREEMENT ------------------------------ AGREEMENT, dated as of June 23, 1998, and amended and restated as of October 9, 1998, by and among AT&T Corp., a New York corporation ("Parent"), on the one hand, and Dr. John...Agreement • November 3rd, 1998 • Malone John C
STOCKHOLDERS' AGREEMENTStockholders' Agreement • October 3rd, 1997 • Malone John C • Delaware
among JOHN C. MALONE, as Borrower NATIONSBANK, N.A., as Agent, SOCIETE GENERALE and TORONTO DOMINION SECURITIES (USA), INC., as Co-Agents, and NATIONSBANK, N.A., SOCIETE GENERALE, and TORONTO DOMINION (TEXAS), INC., as LendersCredit Agreement • November 3rd, 1998 • Malone John C • Texas
AGREEMENT ---------Agreement • July 6th, 1998 • Malone John C
Exhibit 7(g) STOCKHOLDERS' AGREEMENT This Stockholders' Agreement (this "Agreement") is made as of March 9, 1999, by and among John C. Malone ("Malone"); Leo J. Hindery, Jr. ("Hindery"); and The Robin Cook Hindery 1989 Trust (the "Robin Trust"). In...Stockholders' Agreement • March 30th, 1999 • Malone John C • Delaware
March 5, 1999 Dr. John C. Malone Ms. Leslie Malone c/o Tele-Communications, Inc. 5619 DTC Parkway Englewood, Colorado 80111 Dear John and Leslie: Reference is made to the Call Agreement, dated as of February 9, 1998 (the "Malone Call Agreement"),...Malone John C • March 30th, 1999
among JOHN C. MALONE, as Borrower NATIONSBANK OF TEXAS, N.A., as Agent, TORONTO DOMINION SECURITIES (USA), INC., as Co-Agent, and THE LENDERS NAMED HEREIN, as Lenders As of July 23, 1997Revolving Credit Agreement • August 4th, 1997 • Malone John C • Texas
July 23, 1997 Dr. John C. Malone Dear Dr. Malone: Reference is made to (i) the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 18, 1997, among Tele-Communications, Inc. ("TCI"), TCI KT Merger Sub, Inc. and Kearns-Tribune...Malone John C • August 4th, 1997
Reference is made to (i) the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 18, 1997, among Tele-Communications, Inc. ("TCI"), TCI KT Merger Sub, Inc. and Kearns-Tribune Corporation ("KT") and (ii) that certain letter agreement (the "Exchange Agreement"), dated as of April 18, 1997, between you and KT. Capitalized terms used herein have the meanings ascribed to such terms in the Merger Agreement.
CALL AGREEMENTCall Agreement • February 19th, 1998 • Malone John C • Delaware
AGENT/SECURED PARTY: PLEDGOR(S)/DEBTOR(S): NationsBank of Texas, N.A., Agent John C. Malone 901 Main Street c/o Tele-Communications, Inc. 19th Floor Terrace Tower II Dallas, TX 75202 5619 DTC Parkway Dallas County Englewood, CO 80111 __________ County...Malone John C • August 4th, 1997 • Texas
VOTING AGREEMENTVoting Agreement • May 18th, 2021 • Malone John C • Delaware
This VOTING AGREEMENT, is made and entered into as of May 17, 2021 (this “Agreement”), by and among John C. Malone (“JCM”), each of the stockholders listed on the signature page hereto (each of JCM and each stockholder a “Stockholder” and together the “Stockholders”), Discovery, Inc., a Delaware corporation (“RMT Partner”), AT&T Inc., a Delaware corporation (“Remainco”), and Magallanes, Inc., a Delaware corporation (“Spinco”).
STOCK PLEDGEStock Pledge • June 4th, 1997 • Malone John C • Colorado
STOCK EXCHANGE AGREEMENTStock Exchange Agreement • June 4th, 2021 • Malone John C • Delaware
This Stock Exchange Agreement, dated as of June 3, 2021, is entered into by and among John C. Malone, individually (“Mr. Malone”), Leslie A. Malone, individually (“Mrs. Malone”), The John C. Malone 1995 Revocable Trust (the “John Trust”), The Leslie A. Malone 1995 Revocable Trust (the “Leslie Trust”), The Tracy M. Neal Trust A (the “Tracy Trust”), The Evan D. Malone Trust A (the “Evan Trust” and collectively with the John Trust, the Leslie Trust and the Tracy Trust, the “Trusts”) and Qurate Retail, Inc., a Delaware corporation (“Qurate”). Mr. Malone, Mrs. Malone and the Trusts are referred to herein as the “Malone Parties” and each, a “Malone Party”. The Malone Parties collectively with Qurate are referred to herein as the “Exchange Parties” and each, an “Exchange Party”.
LIBERTY MEDIA INTERNATIONAL, INC. 2004 INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • July 14th, 2004 • Malone John C • Colorado
THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made as of June 7, 2004 (the "Effective Date"), by and between LIBERTY MEDIA INTERNATIONAL, INC., a Delaware corporation (the "Company"), and the individual whose name and address appear on the signature page hereto (the "Grantee").
VOTING AGREEMENTVoting Agreement • April 7th, 2017 • Malone John C • Delaware
This VOTING AGREEMENT, dated as of April 4, 2017 (this “Agreement”), is made and entered into by and among: Liberty Interactive Corporation (the “Company”); General Communication, Inc., an Alaska corporation (“GCI”); and each of the stockholders of the Company that are listed on Schedule A hereto (each a “Stockholder” and collectively, the “Stockholders”).
This waiver does not, expressly or by implication, amend or modify the terms of the Stockholders' Agreement, which shall continue in full force and effect as written, nor obligate any of the undersigned to give any further or additional consent or...Malone John C • November 3rd, 1998
Reference is made to the Stockholders' Agreement, dated as of February 9, 1998 (the "Stockholders' Agreement"), by and among Tele-Communications, Inc. ("TCI"), John C. Malone ("Malone"), Leslie Malone, Gary Magness, both in any Representative Capacity and individually, Kim Magness, both in any Representative Capacity and individually, The Estate of Bob Magness (the "Bob Estate") and the Estate of Betsy Magness. Capitalized terms used but not defined in this letter are intended to have the meanings assigned to them in the Stockholders' Agreement.
PROXY AND VOTING AGREEMENTProxy and Voting Agreement • August 23rd, 2024 • Malone John C • Nevada
This Proxy and Voting Agreement (this “Agreement”), dated as of August 21, 2024, is entered into by and between JCM AB LLC, a Colorado limited liability company (“JCM AB”), and Terence McGuirk (“Terry”), and, for purposes of Sections 5-13, John C. Malone (“John”), the John C. Malone 1995 Revocable Trust, The Malone Family Land Preservation Foundation, the Leslie A. Malone 1995 Revocable Trust, the John C. Malone June 2003 Charitable Remainder Unitrust, the Tracy M. Amonette Trust A, and the Evan D. Malone Trust A (collectively, JCM AB, The Malone Family Land Preservation Foundation, John, and each of the trusts party hereto are referred to as the “Malone Group”).
MALONE LG 2013 CHARITABLE REMAINDER UNITRUST c/o John C. Malone, Trustee Liberty Media Corporation 12300 Liberty Boulevard Englewood, CO 80112Malone John C • January 8th, 2018
Reference is made to that certain letter agreement (the “original letter”) between yourself and the Malone LG 2013 Charitable Remainder Unitrust (the “Trust”) dated February 13, 2014, whereby the Trust granted you certain voting and purchase rights to certain Class B shares of Liberty Global plc owned by the Trust. In connection with the split-off of the LiLAC Group of Liberty Global plc into a separate public company, Liberty Latin America Ltd. (“LLA”), and pursuant to Section 5 of the original letter, the Trust is obligated to grant to you the following voting and purchase rights, which are equivalent to those granted to you in the original letter, with respect to the 1,516,508 shares of LLA Class B Stock (“B Shares”; which term will include any High Vote Stock (as defined below) issued as a dividend on such B Shares, other than High Vote Stock issued in a transaction which is subject to the provisions of Section 5 hereof) received by the Trust in such split-off. This letter agreemen
TELE-COMMUNICATIONS, INC. 5619 DTC Parkway Englewood, Colorado 80111Malone John C • June 25th, 1997
September 10, 1987 Mr. Leo J. Hindery, Jr., Trustee IP Series B Trust I IP Series B Trust II c/o InterMedia Partners 235 Montgomery Street, Suite 420 San Francisco, CA 94104 Dear Leo: Reference is made to that certain Stockholders' Agreement dated as...Malone John C • October 3rd, 1997
Reference is made to that certain Stockholders' Agreement dated as of June 10, 1997, by and among Tele-Communications, Inc. ("TCI"), John C. Malone ("Malone"), the IP Series B Trust I (the "Trust I"), Leo J. Hindery, Jr., both individually and as trustee of the Trust I ("Hindery") and the persons who are beneficiaries of the Trust I (the "Stockholders' Agreement I"), and that certain Stockholders' Agreement dated as of August 5, 1997, by and among TCI, Malone, the IP Series B Trust II (the "Trust II" and together with the Trust I, the "Trusts"), Hindery, both individually and as trustee of the Trust II, and the persons who are beneficiaries of the Trust II (the "Stockholders' Agreement II" and together with the Stockholders' Agreement I, the "Stockholders' Agreements"). Capitalized terms used in this letter agreement and not defined herein shall have the meanings assigned to them in the Stockholders' Agreements.
OPERATING AGREEMENT OF JCM AB LLC August 21, 2024Operating Agreement • August 23rd, 2024 • Malone John C • Colorado
This Limited Liability Company Agreement is made effective as of this 21st day of August, 2024 (the “Effective Date”), by and among all of the Members of JCM AB LLC, a Colorado limited liability company (the “Company”), and such other Persons, if any, who may hereafter become Members of the Company pursuant to Section 3.4 or Section 13.4.
LETTER AGREEMENTLetter Agreement • August 7th, 2017 • Malone John C • Delaware
This letter agreement, is made and entered into as of July 30, 2017 (this “Letter Agreement”), by and between Advance/Newhouse Programming Partnership, a New York general partnership (“Advance”), and John C. Malone (“JM”).
October 9, 1998 AT&T Corp. 295 North Maple Avenue Basking Ridge, New Jersey 07920 Attn: Daniel E. Somers Re: Waiver Letters with repect to Malone Call Agreement and Stockholders ---------------------------------------------------------------------...Malone John C • November 3rd, 1998
Reference is made to the Agreement and Plan of Restructuring and Merger, dated as of June 23, 1998 (the "Merger Agreement"), among AT&T Corp. ("AT&T"), Italy Merger Corp. and Tele-Communications, Inc. ("TCI"). Capitalized terms not defined herein shall have the meanings ascribed thereto in the Merger Agreement.
April 18, 1997 Dr. John C. Malone Dear Dr. Malone: In connection with transactions contemplated by the Agreement and Plan of Merger, dated as of April 18, 1997, among Kearns-Tribune Corporation ("KT"), Tele-Communications, Inc. ("TCI") and TCI KT...Malone John C • August 4th, 1997
In connection with transactions contemplated by the Agreement and Plan of Merger, dated as of April 18, 1997, among Kearns-Tribune Corporation ("KT"), Tele-Communications, Inc. ("TCI") and TCI KT Merger Sub, Inc. (the "Merger Agreement"), you have asserted certain rights under the letter agreement, dated June 17, 1988, among you, KT and Bob Magness (the "Letter Agreement"). Without taking any position with respect to your interpretation, by our execution hereunder, we agree that immediately prior to the Effective Time (as defined in the Merger Agreement) and provided that all conditions precedent to KT's obligation to consummate the merger have been satisfied or waived, you may acquire from KT (i) all of the shares of Tele-Communications, Inc. Series B TCI Group Common Stock ("TCI Series B Stock") owned by KT in exchange for your delivery to KT of an equal number of shares of Tele-Communications, Inc. Series A TCI Group Common Stock, and (ii) all of the shares of Tele-Communications, I
June 16, 1997 Donne F. Fisher Daniel L. Ritchie, as Personal Representatives of the Estate of Bob Magness Deceased c/o Holme Roberts & Owen LLP 1700 Lincoln Street Denver, Colorado 80203 Gentlemen: I understand that the Estate of Bob Magness, Deceased...Malone John C • June 25th, 1997
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 14th, 2016 • Malone John C • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of 7 September, 2016 (this “Agreement”), is made and entered into by and among: Liberty Media Corporation (the “Company”); CVC Delta Topco Nominee (“CVC”); and each of the stockholders of the Company that are listed on Schedule A hereto (each a “Stockholder” and collectively, the “Stockholders”).
EXCHANGE AGREEMENTExchange Agreement • July 30th, 2021 • Malone John C • Delaware
This Exchange Agreement (this “Agreement”) is made and entered into as of July 28, 2021, by and among John C. Malone (“Dr. Malone”), the John C. Malone 1995 Revocable Trust U/A DTD 3/6/1995 (the “Trust”) and Liberty Media Corporation, a Delaware corporation (the “Company”).
