LENDINGTREE, INC. (a Delaware corporation) 2,955,984 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 19th, 2020 • Gci Liberty, Inc. • Telephone communications (no radiotelephone) • New York
AFFILIATE ASSIGNMENT, ASSUMPTION AND TERMINATION AGREEMENTAffiliate Assignment, Assumption and Termination Agreement • November 19th, 2020 • Gci Liberty, Inc. • Telephone communications (no radiotelephone) • Delaware
WHEREAS, Liberty, Ventures Holdco and the Company are party to (1) that certain Spinco Agreement, dated as of May 13, 2008 (the “Original Spinco Agreement”), by and among IAC/InterActive Corp (“IAC”), Barry Diller, Liberty Interactive Corporation (“LIC”) and the other Liberty Parties(as defined therein) party thereto, as assigned pursuant to that certain Spinco Assignment and Assumption Agreement (Tree.com), dated as of August 20, 2008, by and among IAC, the Company, LIC and Liberty USA Holdings, LLC (“Liberty Sub”) (the “Spinco Assignment and Assumption Agreement”), as further assigned pursuant to that certain Assignment and Assumption Agreement, dated as of November 2, 2017, by and among Liberty, LIC, Liberty Sub, Ventures Holdco and the Company (the “Assignment and Assumption Agreement” and, together with the Original Spinco Agreement and the Spinco Assignment and Assumption Agreement, the “Spinco Agreement”) and (2) that certain Registration Rights Agreement, dated as of August 20,
