NOT IN EXCESS OF 20.01% OF THE OUTSTANDING
TOTAL EQUITY SECURITIES) AFTER GIVING EFFECT TO SUCH ADDITIONAL ISSUANCE AND TO
SHARES OF COMPANY COMMON STOCK THAT ARE TO BE ISSUED TO LIBERTY AND THE LIBERTY
HOLDCOS PURSUANT TO THIS SECTION 3.01 BY SENDING AN IRREVOCABLE WRITTEN NOTICE
TO THE COMPANY NOT LATER THAN FIFTEEN BUSINESS DAYS AFTER RECEIPT OF SUCH NOTICE
(OR, IF LATER, TWO BUSINESS DAYS FOLLOWING THE DETERMINATION OF THE ISSUE PRICE)
FROM THE COMPANY THAT IT ELECTS TO PURCHASE OR TO CAUSE ONE OR MORE OF THE
LIBERTY HOLDCOS TO PURCHASE ALL OF SUCH COMPANY COMMON SHARES (THE "ADDITIONAL
SHARES").
THE CLOSING OF THE PURCHASE OF ADDITIONAL SHARES SHALL BE THE LATER
OF TEN BUSINESS DAYS AFTER THE DELIVERY OF THE NOTICE OF ELECTION BY LIBERTY AND
FIVE BUSINESS DAYS AFTER RECEIPT OF ANY NECESSARY REGULATORY APPROVALS.
(B)
THE PURCHASE OR REDEMPTION OF ANY COMPANY
COMMON SHARES BY THE COMPANY OR ANY OF ITS AFFILIATES SHALL NOT RESULT IN AN
INCREASE IN THE PERCENTAGE OF COMPANY EQUITY THAT LIBERTY MAY BE ENTITLED TO
ACQUIRE PURSUANT TO THE PREEMPTIVE RIGHT IN PARAGRAPH 3.01(A) ABOVE.
SECTION 3.02.
INVESTMENT AGREEMENT.
SECTION 1.7 AND
SECTION 1.8 OF THE INVESTMENT AGREEMENT SHALL BE OF NO FURTHER FORCE OR EFFECT
AND LIBERTY SHALL CEASE TO HAVE ANY PREEMPTIVE RIGHTS WITH RESPECT TO EQUITY
SECURITIES, EXCEPT AS OTHERWISE PROVIDED WITH RESPECT TO LIBERTY IN SECTION 3.01
OF THIS AGREEMENT.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01.
REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.
THE COMPANY REPRESENTS AND WARRANTS TO MR. DILLER AND LIBERTY THAT
(A) THE COMPANY 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 AGREEMENT AND TO CARRY OUT ITS OBLIGATIONS
HEREUNDER, (B) THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE COMPANY AND
THE CONSUMMATION BY THE COMPANY OF THE TRANSACTIONS CONTEMPLATED HEREBY HAVE
BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON THE PART OF THE
COMPANY AND NO OTHER CORPORATE PROCEEDINGS ON THE PART OF THE COMPANY ARE
NECESSARY TO AUTHORIZE THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY, (C) THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE COMPANY
AND CONSTITUTES A VALID AND BINDING OBLIGATION OF THE COMPANY, AND, ASSUMING
THIS AGREEMENT CONSTITUTES A VALID AND BINDING OBLIGATION OF EACH STOCKHOLDER,
IS ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITH ITS TERMS, (D) NEITHER THE
EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT BY THE COMPANY CONSTITUTES
A BREACH OR VIOLATION OF OR CONFLICTS WITH THE COMPANY'S CERTIFICATE OF
INCORPORATION OR BY-LAWS OR ANY MATERIAL AGREEMENT TO WHICH THE COMPANY IS A
PARTY AND (E) NONE OF SUCH MATERIAL AGREEMENTS WOULD IMPAIR IN ANY MATERIAL
RESPECT THE ABILITY OF THE COMPANY TO PERFORM ITS OBLIGATIONS HEREUNDER.
SECTION 4.02.
REPRESENTATIONS AND WARRANTIES OF THE
STOCKHOLDERS.
EACH STOCKHOLDER, SEVERALLY AS TO ITSELF (AND, IN THE CASE OF
MR. DILLER, AS APPLICABLE), REPRESENTS AND WARRANTS TO THE
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COMPANY