EQUIVALENT NUMBER OF SHARES OF COMMON STOCK IMMEDIATELY UPON
SUCH TRANSFER.
ANY PURPORTED TRANSFER OF RESTRICTED CLASS B SHARES DURING THE
RESTRICTED PERIOD NOT PERMITTED HEREUNDER SHALL BE VOID AND OF NO EFFECT.
THE
COMPANY SHALL REFERENCE ON THE CERTIFICATES FOR THE RESTRICTED CLASS B SHARES
THE RESTRICTIONS ON TRANSFER IMPOSED BY THIS SECTION 5, WITH SUCH REFERENCES AND
RESTRICTIONS TO BE REMOVED AT THE EXPIRATION OF THE RESTRICTED PERIOD.
FOR
PURPOSES OF THIS LETTER AGREEMENT:
"FAMILY MEMBER" MEANS, WITH RESPECT TO DILLER, HIS SPOUSE OR ANY OF HIS OR HIS
SPOUSE'S LINEAL DESCENDANTS.
"PERMITTED TRANSFEREE" MEANS (I) DILLER, ANY OF HIS FAMILY MEMBERS OR THE ESTATE
OF ANY OF THE AFOREMENTIONED INDIVIDUALS, (II) ANY TRUST FOR THE BENEFIT OF
SOLELY ONE OR MORE OF THE INDIVIDUALS DESCRIBED IN CLAUSE (I), OR (III) ANY
AFFILIATE (OTHER THAN A TRUST) OF DILLER OR ANY OF HIS FAMILY MEMBERS WHICH
DILLER OR SUCH FAMILY MEMBER CONTROLS (AS DEFINED IN THE LIBERTY DILLER
AGREEMENT).
"TRANSFER" MEANS, DIRECTLY OR INDIRECTLY, TO SELL, TRANSFER, ASSIGN, PLEDGE,
ENCUMBER, HYPOTHECATE OR SIMILARLY DISPOSE OF, EITHER VOLUNTARILY OR
INVOLUNTARILY, OR TO ENTER INTO ANY CONTRACT, OPTION OR OTHER ARRANGEMENT OR
UNDERSTANDING WITH RESPECT TO THE SALE, TRANSFER, ASSIGNMENT, PLEDGE,
ENCUMBRANCE, HYPOTHECATION OR SIMILAR DISPOSITION, OF ANY RESTRICTED CLASS B
SHARES.
6.
AVAILABLE SHARES.
THE COMPANY SHALL AT ALL TIMES PRIOR TO THE EXPIRATION OF
THE DILLER EXCHANGE RIGHT RESERVE AND KEEP AVAILABLE IN ITS TREASURY THE FULL
NUMBER OF SHARES OF CLASS B COMMON STOCK POTENTIALLY SUBJECT FROM TIME TO TIME
TO THE DILLER EXCHANGE RIGHT.
7.
SECTION 16 MATTERS.
THE BOARD OF DIRECTORS OF THE COMPANY, OR A COMMITTEE
THEREOF CONSISTING OF NON-EMPLOYEE DIRECTORS (AS SUCH TERM IS DEFINED FOR
PURPOSES OF RULE 16B-3 UNDER THE EXCHANGE ACT), SHALL WITH RESPECT TO EACH
EXERCISE OF THE DILLER EXCHANGE RIGHT OR AS MAY BE OTHERWISE REQUESTED BY
DILLER, ADOPT RESOLUTIONS AND OTHERWISE TAKE ALL ACTIONS NECESSARY TO CAUSE ANY
ACQUISITIONS OR DEEMED ACQUISITIONS FROM THE COMPANY OF CLASS B COMMON STOCK
TRANSFERRED TO DILLER PURSUANT TO THIS LETTER AGREEMENT AND THE DILLER EXCHANGE
RIGHT AND ANY DISPOSITIONS OR DEEMED DISPOSITIONS TO THE COMPANY OF COMMON STOCK
PURSUANT TO THIS LETTER AGREEMENT AND THE DILLER EXCHANGE RIGHT TO BE EXEMPT
UNDER RULE 16B-3 UNDER THE EXCHANGE ACT.
8.
ADJUSTMENT.
THE ONE-TO-ONE CONVERSION/EXCHANGE RATIO WITH RESPECT TO THE
DILLER EXCHANGE RIGHT SHALL IN ALL EVENTS BE EQUITABLY PRESERVED IN THE EVENT OF
ANY RECAPITALIZATION OF THE COMPANY, SUBDIVISION, RECLASSIFICATION, STOCK
DIVIDEND ON, OR A STOCK SPLIT OR COMBINATION OF, OUTSTANDING COMMON STOCK OR
CLASS B COMMON STOCK, IN THE EVENT OF ANY MERGER, CONSOLIDATION OR OTHER
REORGANIZATION OF THE COMPANY WITH ANOTHER CORPORATION, OR IN THE EVENT OF ANY
OTHER SIMILAR EVENT ON OR WITH RESPECT TO ANY SHARES OF COMMON STOCK OR CLASS B
COMMON STOCK (COLLECTIVELY, AN "ADJUSTMENT EVENT").
WITHOUT DUPLICATION OF THE
FOREGOING, THE SHARE CAP SHALL ALSO BE EQUITABLY ADJUSTED IN THE EVENT OF ANY
SUCH ADJUSTMENT EVENT.
9.
Amendment to Governance Agreement.
Immediately following