0001104659-11-000511 Sample Contracts

STOCK EXCHANGE AGREEMENT
Stock Exchange Agreement • January 5th, 2011 • Liberty Media Corp • Cable & other pay television services • Delaware

This STOCK EXCHANGE AGREEMENT, dated as of December 1, 2010 (this “Agreement”), is entered into by and among LIBERTY MEDIA CORPORATION, a Delaware corporation (“Liberty”), LIBERTY USA HOLDINGS, LLC, a Delaware limited liability company (the “Stockholder”), IAC/INTERACTIVECORP, a Delaware corporation (“IAC”), and Celebrate Interactive, Inc., a Delaware corporation and a wholly-owned subsidiary of IAC (the “Company”).

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