Liberty Expedia Holdings, Inc. 12300 Liberty Boulevard Englewood, CO 80112
Liberty Expedia Holdings, Inc.
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c/o Arrow Investments, Inc.
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c/o Liberty Media Corporation
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Liberty Interactive Corporation
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Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Re: Extension of Transaction Agreement
March 6, 2018
Dear Sirs:
Reference is made to the Amended and Restated Transaction Agreement, dated as of September 22, 2016 (the “Transaction Agreement”), by and among Liberty Interactive Corporation (“Liberty”), Liberty Expedia Holdings, Inc. (“Splitco”), ▇▇▇▇ ▇. ▇▇▇▇▇▇ (“▇▇▇▇▇▇”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇▇. ▇▇▇▇▇▇,” and together with ▇▇▇▇▇▇, the “▇▇▇▇▇▇ Group”), and Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇▇▇▇▇”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Transaction Agreement.
1. Amendment to Transaction Agreement. The parties have determined to amend the term “Proxy Swap Termination Date,” as defined in the Transaction Agreement, by amending clause (i) of Section 15(b) of the Transaction Agreement to read in its entirety as follows:
“(i) May 4, 2019;”
The parties acknowledge and agree that the term “Proxy Swap Termination Date,” as so amended, will be applicable for each Transaction Instrument executed, entered into, filed or made effective in connection with the transactions contemplated by the Transaction Agreement.
2. Further Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the intent of the parties hereunder.
3. Amendment and Waiver. This letter agreement may not be amended, modified, or waived except in a written instrument executed by the parties. The failure of any party to enforce any of the provisions of this letter agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this letter agreement in accordance with its terms.
4. Counterparts. This letter agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.
5. Transaction Agreement in Effect. Other then as specified in this letter agreement, the terms of the Transaction Agreement are unmodified and remain in full force and effect and will continue to govern the relationship among Liberty, Splitco, ▇▇▇▇▇▇ and the ▇▇▇▇▇▇ Group as to the other matters contained therein. This letter agreement, together with the Transaction Agreement shall constitute one and the same agreement.
If the foregoing is consistent with your understanding, please so indicate by your signature below, which will constitute the agreement of the parties hereto.
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Senior Vice President, Deputy General Counsel and Assistant Secretary |
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Accepted and Agreed: |
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LIBERTY INTERACTIVE CORPORATION |
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By: |
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Name: |
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Title: |
Senior Vice President, Deputy General Counsel and Assistant Secretary |
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cc: |
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Wachtell Lipton ▇▇▇▇▇ & ▇▇▇▇ |
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▇▇▇▇▇▇ D. ▇▇▇▇▇▇ |
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▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLC |
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