COMPLETE AGREEMENT AND UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO
THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE AND PREEMPT ANY PRIOR
UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS BY OR AMONG THE PARTIES, WRITTEN
OR ORAL, THAT MAY HAVE RELATED TO THE SUBJECT MATTER HEREOF IN ANY WAY
(INCLUDING, WITHOUT LIMITATION, EFFECTIVE UPON THE DATE HEREOF, ALL STOCKHOLDERS
AGREEMENTS RELATING TO THE COMPANY (OTHER THAN THE AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT) BETWEEN LIBERTY AND MR. DILLER).
EFFECTIVE UPON THE
EFFECTIVE TIME OF THIS AGREEMENT, THE 2001 GOVERNANCE AGREEMENT SHALL TERMINATE
AND SHALL BE SUPERSEDED BY THIS AGREEMENT.
SECTION 6.14.
INTERPRETATION.
REFERENCES IN THIS
AGREEMENT TO ARTICLES AND SECTIONS SHALL BE DEEMED TO BE REFERENCES TO ARTICLES
AND SECTIONS OF THIS AGREEMENT UNLESS THE CONTEXT SHALL OTHERWISE REQUIRE.
THE
WORDS "INCLUDE," "INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED BY
THE PHRASE "WITHOUT LIMITATION." THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER"
AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER TO THIS
AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF SUCH AGREEMENT OR
INSTRUMENT.
Section 6.15.
Headings.
The titles of Articles and
Sections of this Agreement are for convenience only and shall not be interpreted
to limit or otherwise affect the provisions of this Agreement.
15
IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated
Governance Agreement to be duly executed as of the day and year first above
written.
IAC/INTERACTIVECORP
By
/s/ Gregory R. Blatt
Name:
Gregory R. Blatt
Title:
Executive Vice President
LIBERTY MEDIA CORPORATION
By
/s/ Authorized Representative
Name:
Title:
/s/ Barry Diller
BARRY DILLER
[SIGNATURE PAGE TO AMENDED AND RESTATED GOVERNANCE AGREEMENT]