EXCHANGE AGREEMENTGovernance Agreement • April 16th, 2019 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
Second Amended and Restated Governance Agreement, dated as of April 15, 2019 (this “Agreement”), between Expedia Group, Inc., a Delaware corporation (“Expedia Group,” or the “Company”), and Mr. Barry Diller (“Mr. Diller” or the “Stockholder”).
AMENDMENT NO. 2 TO TRANSACTION AGREEMENTTransaction Agreement • April 16th, 2019 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
This Amendment No. 2 to Transaction Agreement (this “Amendment”), is made and entered into as of April 15, 2019, by and among Qurate Retail, Inc., a Delaware corporation (f/k/a Liberty Interactive Corporation) (“Qurate Retail”), Liberty Expedia Holdings, Inc., a Delaware corporation (“Liberty Expedia”), Mr. Barry Diller (“Diller”), Mr. John C. Malone (“Malone”) and Mrs. Leslie Malone (“Mrs. Malone”).
ASSUMPTION AND JOINDER AGREEMENT TO TAX SHARING AGREEMENTAssumption and Joinder Agreement • April 16th, 2019 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
This ASSUMPTION AND JOINDER AGREEMENT TO TAX SHARING AGREEMENT is made and entered into as of April 15, 2019 (the “Assumption and Joinder Agreement”), by and among Expedia Group, Inc., a Delaware corporation (“Parent”), Liberty Expedia Holdings, Inc., a Delaware corporation (the “Company”), and Qurate Retail, Inc., a Delaware corporation (f/k/a Liberty Interactive Corporation) (“Qurate Retail”). Capitalized terms used but not defined herein will have the meaning ascribed thereto in the Merger Agreement (as defined below).
ASSUMPTION AGREEMENT CONCERNING TRANSACTION AGREEMENT OBLIGATIONSAssumption Agreement • April 16th, 2019 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
This ASSUMPTION AGREEMENT CONCERNING TRANSACTION AGREEMENT OBLIGATIONS is made and entered into as of April 15, 2019 (the “Assumption Agreement”), by and among Expedia Group, Inc., a Delaware corporation (“Parent”), Liberty Expedia Holdings, Inc., a Delaware corporation (the “Company”), Qurate Retail, Inc., a Delaware corporation (f/k/a Liberty Interactive Corporation) (“Qurate Retail”), Mr. Barry Diller (“Diller”), Mr. John C. Malone (“Malone”) and Mrs. Leslie Malone (“Mrs. Malone” and, together with Malone, the “Malone Group”). Capitalized terms used but not defined herein will have the meaning ascribed thereto in the Merger Agreement (as defined below).
ASSUMPTION AND JOINDER AGREEMENT TO REORGANIZATION AGREEMENTAssumption and Joinder Agreement • April 16th, 2019 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware
This ASSUMPTION AND JOINDER AGREEMENT TO REORGANIZATION AGREEMENT is made and entered into as of April 15, 2019 (the “Assumption and Joinder Agreement”), by and among Expedia Group, Inc., a Delaware corporation (“Parent”), Liberty Expedia Holdings, Inc., a Delaware corporation (the “Company”), and Qurate Retail, Inc., a Delaware corporation (f/k/a Liberty Interactive Corporation) (“Qurate Retail”). Capitalized terms used but not defined herein will have the meaning ascribed thereto in the Merger Agreement (as defined below).
