Exhibit 10.5

    

    

    GOVERNANCE AGREEMENT TERMINATION AGREEMENT

    

    

    This Governance Agreement Termination Agreement (this “Agreement”), is made
        and entered into as of April 15, 2019, by and among Mr. Barry Diller (“Diller”), Expedia Group,
        Inc., a Delaware corporation (“Expedia Group”), Liberty Expedia Holdings, Inc., a Delaware corporation (“Liberty










            Expedia”), LEXEB, LLC, a Delaware limited liability company and a wholly owned subsidiary of Liberty Expedia (“LEXEB”), and LEXE Marginco, LLC, a Delaware
        limited liability company and a wholly owned subsidiary of Liberty Expedia (“Marginco”).

    

    

    RECITALS

    

    

    WHEREAS, Expedia Group, Qurate Retail, Inc., a Delaware corporation (f/k/a Liberty Interactive Corporation) (“Qurate Retail”), and Diller have entered into the Amended and Restated Governance Agreement, dated as of December 20, 2011 (the “Governance










            Agreement”), as assigned to Liberty Expedia pursuant to the Assignment and Assumption of Governance Agreement, dated as of November 4, 2016 (the “Governance Agreement
            Assignment,” and the Governance Agreement as so assigned pursuant to the Governance Agreement Assignment, the “Assigned Governance Agreement”), by and among
        Expedia Group, Qurate Retail, Marginco, LEXEB, Diller and Liberty Expedia; and

    

    

    WHEREAS, simultaneously with the execution of this Agreement, Expedia Group, Liberty Expedia, LEMS I LLC, a single member Delaware limited
        liability company and wholly owned subsidiary of Expedia Group (“Merger LLC”), and LEMS II Inc., a Delaware corporation and wholly owned subsidiary of Merger LLC (“Merger Sub”), are entering into the Agreement and Plan of Merger, dated as of April 15, 2019 (as amended
        pursuant to its terms, the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions set forth therein, (i) Merger Sub will merge with and into
        Liberty Expedia (the “Merger”), with Liberty Expedia surviving the Merger, and (ii) immediately following the Merger, Liberty Expedia as the surviving corporation in the
        Merger and a wholly owned subsidiary of Merger LLC, will merge with and into Merger LLC (the “Upstream Merger”), with Merger LLC surviving the Upstream Merger.

    

    

    NOW THEREFORE, in consideration of the covenants and agreements contained herein, and for other good and valuable consideration, the
        receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

    

    

    1.          Definitions.  Capitalized terms used but not defined in this Agreement have the respective meanings assigned to those terms in the Merger Agreement.

    

    

    2.          Governance Agreement Termination.  Expedia Group, Liberty Expedia, for itself and on behalf of LEXEB and Marginco, as members of the Liberty Expedia Stockholder Group (as defined in the Assigned Governance Agreement), and
        Diller, for himself and on behalf of the members of the Diller Stockholder Group (as defined in the Assigned Governance Agreement), each agree, that effective upon the Closing, the Assigned Governance Agreement is terminated (the “Governance Agreement Termination”) and will thereafter cease to be of any further force and effect, and no party thereto will thereafter have any rights or obligations
        thereunder.  Notwithstanding the foregoing, any liability resulting from a breach of the Assigned Governance Agreement occurring prior to the Governance Agreement Termination shall survive any termination thereof pursuant to this Section 2.

    

    

    
      
        


    

    
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    3.          Termination/Amendment.  If the Merger Agreement is terminated in accordance with its terms without the Closing having occurred, effective upon such termination, this Agreement shall automatically terminate and immediately
        cease to be of any further force and effect, and no party hereto will thereafter have any rights or obligations hereunder.  This Agreement may also be amended, modified or terminated by mutual consent of the parties hereto in a written instrument.

    

    

    4.          Counterparts.  This Agreement may be executed in separate counterparts, each of which will be an original and all of which taken together will constitute one and the same agreement.

    

    

    5.          Further Documents.  If, subsequent to the date hereof, further documents are reasonably requested in order to carry out the provisions and purposes of this Agreement, the parties hereto will execute
        and deliver such further documents.

    

    

    [Signature Page Follows]

    

    

    
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    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

    

    

    	 	
            EXPEDIA GROUP, INC.

          
	 	 	 	 
	 	
            By:

          	/s/ Mark D. Okerstrom 
	 	 	
            Name:

          	
            Mark D. Okerstrom

          
	 	 	
            Title:

          	
            President and Chief Executive Officer

          
	 	 	 	 
	 	
            LIBERTY EXPEDIA HOLDINGS, INC.

          
	 	 	 	 
	 	
            By:

          	/s/ Christopher W. Shean 
	 	 	
            Name:

          	Christopher W. Shean
	 	 	
            Title:

          	President and Chief Executive Officer
	 	 	 	 
	 	
            LEXEB, LLC

          
	 	 	 	 
	 	By:

          	
            Liberty Expedia Holdings, Inc. as sole member and manager of LEXEB, LLC

          
	 	 	 	 
	 	
            By:

          	/s/ Christopher W. Shean
	 	 	
            Name:

          	Christopher W. Shean
	 	 	
            Title:

          	President and Chief Executive Officer 

          
	 	 	 	 
	 	
            LEXE MARGINCO, LLC

          
	 	 	 	 
	 	By:

          	
            Liberty Expedia Holdings, Inc. as sole member and manager of LEXE MARGINCO, LLC

          
	 	

          	 	 
	 	
            By:

          	/s/ Christopher W. Shean  

          
	 	 	
            Name:

          	Christopher W. Shean
	 	 	
            Title:

          	President and Chief Executive Officer
	 	 	 	 
	 	/s/ Barry Diller

          
	 	
            Barry Diller

          


    

    

    [Signature Page to Governance Agreement Termination Agreement]