AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 23rd, 2006 • Liberty Media Corp • Cable & other pay television services • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made as of July 20, 2006, by and among LIBERTY MEDIA CORPORATION, a Delaware corporation ("Parent"), BUYSEASONS, INC., a Delaware corporation ("Company"), PUMPKIN MERGER SUB, INC., a Delaware corporation ("Merger Sub"), the Securityholders' Representative (as defined below) and those Securityholders (as defined below) of Company listed on the signature page hereto or on the signature page of a Joinder Agreement (as defined below) (each a "Holder" and collectively, the "Holders").
FORM OF JOINDER AGREEMENTJoinder Agreement • August 23rd, 2006 • Liberty Media Corp • Cable & other pay television services • Delaware
THIS JOINDER AGREEMENT (this "Agreement") is entered into as of the day of , 2006 by the undersigned beneficial and record owner (the "Signing Holder") of the issued and outstanding shares of capital stock, options and/or warrants of BuySeasons, Inc., a Delaware corporation (the "Company"), set forth opposite the Signing Holder's name on Exhibit A attached hereto, which sets forth such holdings as of the date set forth above.
REGISTRATION RIGHTS PROVISIONSLiberty Media Corp • August 23rd, 2006 • Cable & other pay television services
This Exhibit D sets forth the agreement of the parties regarding registration of shares of LINTA issued as consideration in the Merger or as Deferred Merger Payment.
