ABANDONED EFFORTS TO
CAUSE HIS REINSTATEMENT AS CEO AND (B) THE NEXT STOCKHOLDERS MEETING OF THE
COMPANY AT WHICH HE HAD AN ADEQUATE OPPORTUNITY TO NOMINATE AND ELECT HIS SLATE
OF DIRECTORS (UNLESS AT SUCH STOCKHOLDERS MEETING DILLER'S SLATE OF DIRECTORS IS
ELECTED AND DILLER IS PROMPTLY THEREAFTER REINSTATED AS CEO).
(B)
NOTWITHSTANDING THE FOREGOING, THE LIBERTY
PROXY SHALL NOT BE VALID WITH RESPECT TO ANY OF THE LIBERTY PROXY SHARES (AND
DILLER WILL HAVE NO RIGHT TO VOTE THE LIBERTY PROXY SHARES) IN CONNECTION WITH
ANY VOTE ON (OR CONSENT TO APPROVE) ANY MATTER THAT IS A CONTINGENT MATTER WITH
RESPECT TO WHICH LIBERTY'S CONSENT IS REQUIRED PURSUANT TO THE TERMS OF THE
GOVERNANCE AGREEMENT WITH RESPECT TO WHICH LIBERTY HAS NOT CONSENTED.
(C)
THE LIBERTY PROXY SHALL TERMINATE AS
PROVIDED FOR IN SECTION 3.3(A) OR, IF EARLIER, (I) IMMEDIATELY UPON A MATERIAL
BREACH BY DILLER OF THE TERMS OF SECTION 3.1(A), SECTION 3.1(B),
SECTION 3.1(C) OR SECTION 3.3(B) OF THIS AGREEMENT, (II) AT SUCH TIME AS DILLER
HAS BEEN CONVICTED OF, OR HAS PLEADED GUILTY TO, ANY FELONY INVOLVING MORAL
TURPITUDE OR (III) AT SUCH TIME AS DILLER CEASES TO BENEFICIALLY OWN 5,000,000
COMMON SHARES WITH RESPECT TO WHICH HE HAS A PECUNIARY INTEREST; PROVIDED, IN
THE CASE OF CLAUSES (II) AND (III) ABOVE, THAT LIBERTY SENDS NOTICE OF SUCH
TERMINATION TO DILLER WITHIN 30 DAYS AFTER RECEIVING NOTICE OF THE EVENT GIVING
RISE TO SUCH TERMINATION, IN WHICH CASE THE LIBERTY PROXY SHALL TERMINATE
IMMEDIATELY UPON THE RECEIPT OF SUCH NOTICE.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET
FORTH HEREIN, THE LIBERTY PROXY IS PERSONAL TO DILLER AND MAY NOT BE ASSIGNED BY
DILLER BY OPERATION OF LAW OR OTHERWISE AND SHALL NOT INURE TO DILLER'S
SUCCESSORS WITHOUT THE PRIOR WRITTEN CONSENT OF LIBERTY.
(E)
NOTWITHSTANDING THE FOREGOING, AND WITHOUT
AFFECTING THE TERMINATION OF THE LIBERTY PROXY PURSUANT TO SECTION 3.3 HEREOF,
THE LIBERTY PROXY WILL BE SUSPENDED DURING ANY PERIOD IN WHICH DILLER HAS
SUFFERED A MENTAL OR PHYSICAL DISABILITY PREVENTING DILLER FROM VOTING OR ACTING
BY WRITTEN CONSENT WITH RESPECT TO THE LIBERTY PROXY SHARES, AND DURING SUCH
PERIOD OF DISABILITY, LIBERTY WILL BE ENTITLED TO VOTE OR CONSENT IN WRITING
WITH RESPECT TO ALL LIBERTY PROXY SHARES.
THE LIBERTY PROXY WILL BE REINSTATED
(UNLESS SOONER TERMINATED IN ACCORDANCE WITH SECTION 3.3) UPON DILLER CEASING TO
BE SO DISABLED.
SECTION 3.4.
COOPERATION.
EACH STOCKHOLDER SHALL VOTE (OR ACT OR NOT ACT BY
WRITTEN CONSENT WITH RESPECT TO) ALL OF ITS COMMON SHARES (AND ANY COMMON SHARES
WITH RESPECT TO WHICH IT HAS THE POWER TO VOTE (WHETHER BY PROXY OR
OTHERWISE) AND SHALL, AS NECESSARY OR DESIRABLE, ATTEND ALL MEETINGS IN PERSON
OR BY PROXY FOR PURPOSES OF OBTAINING A QUORUM, AND
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EXECUTE ALL WRITTEN CONSENTS IN LIEU OF MEETINGS, AS APPLICABLE, TO EFFECTUATE
THE PROVISIONS OF THIS ARTICLE III.
ARTICLE IV
TRANSFER OF COMMON SHARES
SECTION 4.1.
RESTRICTIONS ON TRANSFER BY LIBERTY AND DILLER.
(A)
UNTIL THE
CEO TERMINATION DATE OR SUCH