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Assignment And Assumption Of Stockholders Agreement

Assignment and Assumption Agreement

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 This Assignment and Assumption Agreement involves

LIBERTY EXPEDIA HOLDINGS, INC. | Diller, Liberty and Expedia, Inc | LEXE Marginco, LLC | Liberty Expedia Holdings, Inc | Liberty Interactive Corporation

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Title: ASSIGNMENT AND ASSUMPTION OF STOCKHOLDERS AGREEMENT
Governing Law: Delaware     Date: 3/24/2016

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Exhibit 10.11

 

AGREED FORM

 

ASSIGNMENT AND ASSUMPTION OF STOCKHOLDERS AGREEMENT

 

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).

 

W I T N E S S E T H :

 

WHEREAS, Diller and Liberty are parties to that certain Amended and Restated Stockholders Agreement, dated as of December 20, 2011 (the “ Stockholders Agreement ”), and Diller, Liberty and Expedia, Inc., a Delaware corporation (“ Expedia ”), are parties to that certain Amended and Restated Governance Agreement, dated as of December 20, 2011 (the “ Governance Agreement ”);

 

WHEREAS, Liberty has determined to engage in the Spin-Off (as defined in the Transaction Agreement, dated as of March 24, 2016, by and among Liberty, Spinco, Diller, John C. Malone, an individual , and Leslie Malone, an individual (the “ Transaction Agreement ”)) which Liberty has represented will constitute a Distribution Transaction involving a Qualified Distribution Transferee (as such terms are defined in the Governance Agreement);

 

WHEREAS, the parties desire, in accordance with Section 5.1 of the Stockholders Agreement, to effect the assignment by Liberty and assumption by Spinco of Liberty’s rights, benefits and obligations under the Stockholders Agreement in connection with the Spin-Off and to provide for the other Assignees to become parties to the Stockholders Agreement as so assigned;

 

WHEREAS, on or prior to the date hereof, Liberty and Diller will execute a letter agreement in the form of Exhibit A to the Stockholders Agreement; and

 

WHEREAS, on or prior to the date hereof, pursuant to Section 5.01(b)(ii) of the Governance Agreement, the Executive Committee of the Board of Expedia has adopted the resolution set forth on Exhibit J to the Transaction Agreement.

 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.                                       Representations and Warranties of Diller .  Diller represents and warrants to Liberty and Assignees that:

 

a.                                       he has the power and authority to enter into this Assignment and to carry out his obligations hereunder and under the Stockholders Agreement;

 



 

b.                                       the execution, delivery and performance of this Assignment by Diller has been duly authorized by all necessary action on the part of Diller and no other actions on the part of Diller are necessary to authorize this Assignment or the matters contemplated hereby or by the Stockholders Agreement;

 

c.                                        this Assignment has been duly executed and delivered by Diller and constitutes a valid and binding obligation of Diller, and, assuming this Assignment constitutes a valid and binding obligation of Liberty and Assignees, is enforceable against Diller in accordance with its terms; and

 

d.                                       the execution and delivery of this Assignment by Diller, and the performance of his obligations hereunder and under the Stockholders Agreement, do not constitute a breach or violation of, or conflict with, any material agreement to which Diller is a party.

 

2.                                       Representations and Warranties of Liberty .  Liberty represents and warrants to Diller that:

 

a.                                       Liberty is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Assignment and to carry out its obligations hereunder and under the Stockholders Agreement;

 

b.                                       the execution, delivery and performance of this Assignment by Liberty has been duly authorized by all necessary corporate action on the part of Liberty and no other corporate proceedings on the part of Liberty are necessary to authorize this Assignment or the matters contemplated hereby or by the Stockholders Agreement;

 

c.                                        this Assignment has been duly executed and delivered by Liberty and constitutes a valid and binding obligation of Liberty, and, assuming this Assignment constitutes a valid and binding obligation of Diller, is enforceable against Liberty in accordance with its terms;

 

d.                                       the execution and delivery of the Assignment by Liberty and the performance of its obligations hereunder and under the Stockholders Agreement, do not constitute a breach or violation of, or conflict with, Liberty’s restated certificate of incorporation, as amended, or amended and restated bylaws;

 

e.                                        this Assignment is being entered into in connection with the Spin-Off, which constitutes a Distribution Transaction involving Spinco, the Liberty Spinco and Qualified Distribution Transferee, and its wholly-owned subsidiaries [Sub] and Marginco, pursuant to Section 5.01 of the Governance Agreement; and

 

f.                                         in connection with the Spin-Off, Liberty has contributed all Company Common Shares Beneficially Owned by it to Spinco, which has in turn contributed such shares to Marginco and [Sub].

 

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3.                                       Representations and Warranties of Assignees and Liberty .  Assignees and Liberty each represent and warrant to Diller that:

 

a.                                       each Assignee is duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate or other power and authority to enter into this Assignment and to carry out its obligations hereunder and, following the Spin-Off, under the Stockholders Agreement;

 

b.                                       the execution, delivery and performance of this Assignment by each Assignee has been duly authorized by all necessary corporate or other action


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