Assignment and Assumption of Stockholders Agreement Sample Contracts

ASSIGNMENT AND ASSUMPTION OF STOCKHOLDERS AGREEMENT
Assignment and Assumption of Stockholders Agreement • November 7th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers

This Assignment and Assumption of Stockholders Agreement (this “Assignment”) is made as of November 4, 2016 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).

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ASSIGNMENT AND ASSUMPTION OF STOCKHOLDERS AGREEMENT
Assignment and Assumption of Stockholders Agreement • March 24th, 2016 • Liberty Expedia Holdings, Inc.

This Assignment and Assumption of Stockholders Agreement (this “Assignment”) is made as of [·] by and among Liberty Expedia Holdings, Inc., a Delaware corporation (“Spinco”), LEXE Marginco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Spinco (“Marginco”), [Liberty Sub, a Delaware [·] and a wholly-owned subsidiary of Spinco] (“[Sub]”, and together with Spinco 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).

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