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 • September 23rd, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • 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 (“Splitco”).
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENTStockholders Agreement • September 23rd, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
This Amendment No. 1 to Stockholders Agreement, dated as of [ ], (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.
FORM OF REORGANIZATION AGREEMENT between LIBERTY INTERACTIVE CORPORATION and LIBERTY EXPEDIA HOLDINGS, INC. Dated as of [ ], 2016Reorganization Agreement • September 23rd, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of [ ], 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.
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.
PROXY AND VOTING AGREEMENTProxy and Voting Agreement • September 23rd, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • 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”).
ASSIGNMENT AND ASSUMPTION OF STOCKHOLDERS AGREEMENTAssignment and Assumption of Stockholders Agreement • September 23rd, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers
This Assignment and Assumption of Stockholders Agreement (this “Assignment”) is made as of [·] 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 • September 23rd, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers
This Assignment and Assumption of Governance Agreement (this “Assignment”) is made as of [·] 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).
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.
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”).
LIBERTY PROPERTY HOLDINGS, INC. 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112Liberty Expedia Holdings, Inc. • September 23rd, 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 [ ], 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.
