(b)                                 Transferred Entities.  Except as set forth in Section 4.02(b) of the IAC Disclosure Schedule, the execution and delivery by Company of each Ancillary Agreement to which Company is or will be party as contemplated hereby does not and will not require any Transferred Entity to obtain any Consents under any Law or any Contract to which any Transferred Entity is a party or by which any of the assets or properties of any Transferred Entity is bound or make or file any Filings with any Governmental Authority, except for ( i) such Consents as have previously been obtained or such Filings as have previously been made and, in each case, which are in full force and effect, (ii) those Consents required to be obtained or Filings required to be made by any Liberty Party in connection with the consummation of the Transactions and (iii) such other Consents the failure of which to have been obtained, and such other Filings the failure of which to have been made, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.  Except as set forth in Section 4.02(b) of the IAC Disclosure Schedule, the performance by Company of each Ancillary Agreement to which Company will be party as contemplated hereby and the consummation of the Transactions by Company does not and will not require any Transferred Entity to obtain any Consent under any Law or any Contract to which any Transferred Entity is a party or by which any of the assets or properties of any Trans ferred Entity is bound or make or file any Filings with any Governmental Authority, except for (i) Filings (if any) made under and the expiration or early termination (if any) of the waiting period required by the HSR Act, (ii) such Consents as have previously been obtained, or such Filings as have previously been made, and, in each case, which are in full force and effect, (iii) those Consents required to be obtained or Filings required to be made by any Liberty Party in connection with the consummation of the Transactions and (iv) such other Consents the failure of which to have been obtained, and such other Filings the failure of which to have been made, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

(c)                                  IAC or one of its Affiliates has obtained the required consents with respect to the matter identified in the second sentence of Item 1 of Section 4.02(a) of the IAC Disclosure Schedule.

Section 4.03.                                     Non-Contravention.

(a)                                  IAC Parties.  Except as set forth in Section 4.03(a) of the IAC Disclosure Schedule, the execution, delivery and performance by each of the IAC Parties of this Agreement and by IAC and each Subsidiary of IAC (other than any Transferred Entity) that will be a party to an Ancillary Agreement as contemplated hereby of each Ancillary Agreement to which such Person will be a party, and the consummation of the Transactions by the IAC Parties and their respective Subsid iaries (other than any Transferred Entity), do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws or other organizational or governing documents of such Person, or (ii) contravene, conflict with, or result in a violation or breach of any provision of any applicable Law subject, in the case of this clause (ii), to the matters referred to in clauses (i), (ii), and (iv) of the last sentence of Section 4.02(a).

(b)                                 Transferred Entities.  Except as set forth in Section 4.03(b) of the IAC Disclosure Schedule, the performance by Company of each Ancillary Agreement to which it will be a party as contemplated hereby, and the consummation of the Transactions, do not and will not (i) 

24

contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws or other organizational or governing documents of any Transferred Entity, (ii) contravene or conflict with, or result in a violation or breach of, any provision of any applicable Law, subject, in the case of this clause (ii), to the matters referred to in clauses (i), (ii), and (iv) of the last sentence of Section 4.02(b), (iii) require any action by any Transferred Entity under, constitute a default under, or cause or permit, the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which any Transferred Entity is entitled under any provision of any agreement or other instrument to which a ny Transferred Entity is a party or by which any of the assets or properties of any Transferred Entity is bound, or (iv) result in the creation or imposition of any Lien, condition, limitation or restriction of any nature  on any asset of any Transferred Entity (other than as expressly contemplated herein or in the Ancillary Agreements, and other than any such Lien, condition, limitation or restriction granted or created by Liberty or any of its Affiliates), except, in the case of clauses (ii), (iii) and (iv) above, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.  All stock books, stock ledgers and minute books of each Transferred Entity and records of or relating primarily to any Transferred Entity in the possession or control of IAC or any Subsidiary of IAC have been made available to Liberty or a representative of Liberty, except as otherwise required by applicable Law, and, except with respect to the IAC Restructur ing, such stock books, stock ledgers and minute books of each Transferred Entity are true, correct and complete in all material respects; provided that materials related to the IAC Restructuring may have been made available to Liberty or its representatives separately from the stock books, stock ledgers, minute books and other records relating to any Transferred Entity.

Section 4.04.                                     Ownership of Company Shares.

(a)                                  IAC owns directly of record the Company Shares, free and clear of all Liens, other than limitations arising under this Agreement or any Ancillary Agreement or under securities Laws of general applicability, and the Company Shares have been duly authorized, validly issued, fully paid and nonassessable.  Immediately after the Closing, the Liberty Parties will have good and valid title to the Company Shares, free and clear of all Liens, other than transfer restrictions arising under applicable securities Laws of general applicability or created by Liberty or any of its Affiliates.  Section&nbs p;4.04(a) of the IAC Disclosure Schedule sets forth a true, correct and complete list of the authorized and issued Company Shares as of the date hereof.

(b)                                 Except for the Company Shares, there are no outstanding (i) membership or other ownership interests in the Company or securities of the Company of any kind, (ii) securities of any Person convertible into or exchangeable for membership or other ownership interests in the Company or (iii) options or other rights to acquire from any Person, or other obligations of the Company to issue, any membership or other ownership interests in, or any securities convertible into or exercisable or exchangeable for any membership or other ownership interests in the Company.  There are no outstanding obliga tions of IAC or any of its Affiliates to repurchase, redeem or otherwise acquire any Company Shares from any other Person.  There are no outstanding bonds, debentures, notes or other indebtedness of the Company that have the right to vote (or that are or, after the passage of time, may be convertible into securities having the right to vote) on any matters on which stockholders or members of the Company may vote.

25

(c)                                  The Company’s Subsidiaries consist solely of the Transferred Subsidiaries.

Section 4.05.                                     Company Assets, Liabilities and Business.

(a)                                  (i) The assets of the Company (on an unconsolidated basis) consist solely of the equity interests in the directly owned Transferred Subsidiaries, the Initial Cash Amount and assets arising under or in connection with this Agreement or any Ancillary Agreement to which the Company is or will be a party or otherwise have rights or obligations with respect thereto as contemplated hereby or thereby  (with it being understood that the direct and indirect Subsidiaries of the Company have assets) and (ii) the Company (on an unconsolidated basis) has no Liabilities other than Liabilities arising u nder or in connection with this Agreement or any Ancillary Agreement to which the Company is or will be a party or otherwise have rights or obligations with respect thereto as contemplated hereby or thereby (with it being understood that the direct and indirect Subsidiaries of the Company have Liabilities).

(b)                                 The Company has not engaged in any business activities, other than matters relating to its formation, the Transactions and the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party (with it being understood that the direct and indirect Subsidiaries of the Company have engaged in business activities).

(c)                                  Except as set forth on Section 4.05(c) of the IAC Disclosure Schedule, the Company has no employees (with it being understood that the direct and indirect Subsidiaries of the Company may have employees).

Section 4.06.                                     Capitalization.

The authorized capital of the Company consists of 1,000 shares of common stock, $0.01 par value.  The Company Shares are duly authorized, validly issued, fully paid and nonassessable and are not subject to and were not issued in violation of any preemptive rights or issued in violation of the securities Laws of the United States. Since the close of business on the Interim Balance Sheet Date, other than shares issued to IAC, no shares of capital stock of the Company have been issued or have been transferred from the Company’s treasury.

Section 4.07.                                     Ownership of Transferred Subsidiary Interests.

(a)                                  IAC owns indirectly, and the Company owns directly or indirectly, all of the outstanding capital stock of or other voting securities or ownership interests in each Transferred Subsidiary (“Transferred Subsidiary Securities”) free and clear of all Liens, other than limitations arising under this Agreement or any Ancillary Agreement or under securities Laws of general applicability.  All of the Transferred Subsidiary Securities are duly authorized, validly issued, fully pa id and non-assessable.  The consummation of the Transactions will not result in the creation of any Lien or other restriction or limitation on any Transferred Subsidiary Securities, other than limitations arising under this Agreement or any Ancillary Agreement, under securities Laws of general applicability or Liens granted by Liberty or any of its Affiliates.

26

(b)                                 Except for the Transferred Subsidiary Securities, there are no outstanding (i) shares of capital stock or voting securities of, or other ownership interests in, any Transferred Subsidiary, (ii) securities of any Transferred Entity convertible into or exchangeable for shares of capital stock or other voting securities of, or ownership interests in, any Transferred Subsidiary, or (iii) options or other rights to acquire from any Transferred Entity, or other obligations of any Transferred Entity to issue, any capital stock or other voting securities of, or other ownership interests in, or any secu rities convertible into or exercisable or exchangeable for any capital stock or other voting securities of or other ownership interests in any Transferred Subsidiary.  There are no outstanding obligations of any Transferred Entity to repurchase, redeem or otherwise acquire any of the Transferred Subsidiary Securities from any other Person.  There are no outstanding bonds, debentures, notes or other indebtedness of any Transferred Entity that have the right to vote (or that are or, after the passage of time, may be convertible into securities having the right to vote) on any matters on which stockholders or members of any Transferred Subsidiary may vote.

(c)                                  No Transferred Entity has adopted, authorized or assumed any plans, arrangements or practices for the benefit of their respective officers, employees, directors or any other Persons, that require or permit the issuance, sale, purchase or grant of any capital stock or other equity interests of any Transferred Entity, any other securities convertible into, or exercisable or exchangeable for, any such capital stock or interests, or any phantom shares, phantom equity interests or stock or equity appreciation rights of any Transferred Entity.

(d)                                 Other than  IAC Advertising, which is a wholly-owned Subsidiary of Evite, the Transferred Subsidiaries have no Subsidiaries.

Section 4.08.                                     Financial Statements.

(a)                                  Attached as Section 4.08(a) of the IAC Disclosure Schedule are (i) the unaudited balance sheets of Evite as of December 31, 2008 and 2009, and the related unaudited statements of income and of cash flows for each of the years ended December 31, 2008 and 2009 and (ii) the unaudited balance sheet of Evite as of October 31, 2010 (such unaudited balance sheet, the “Evite Interim Balance Sheet” and such date, the “Evite Interim Balance Sheet Date “ or the “Interim Balance Sheet Date”) and the related unaudited statements of income and of cash flows for  Evite for the period from January 1, 2010, through October 31, 2010, in each case prepared by or on behalf of  Evite (such unaudited financial statements, collectively, the “Evite Financial Statements”).  The Evite Financial Statements (x) have been prepared based on the books and records of Evite, (y) fairly present in all material respects the financial position of  Evite as of the dates indicated and the results of operations and cash flows for the respective periods i ndicated, and (z) other than (1) the absence of footnote disclosure required by GAAP, (2) with respect to accounting for income Taxes, (3) the absence of stock-based compensation expense and (4) the absence of any allocation for audit and tax costs incurred at the IAC level, were prepared in accordance with GAAP, consistently applied; provided, however, that the Evite Interim Balance Sheet is subject to normal, recurring year-end adjustments.

(b)                                 Except as and to the extent reflected in the Evite Interim Balance Sheet, Evite did not as of the Evite Interim Balance Sheet Date have any Liabilities, other than Liabilities for

27

Taxes and Liabilities that were not required by GAAP to be reflected or reserved against in the Evite Interim Balance Sheet.

(c)                                  Attached as Section 4.08(c) of the IAC Disclosure Schedule are (i) the unaudited balance sheets of Gifts as of December 31, 2008 and 2009, and the related unaudited statements of income and of cash flows for each of the years ended December 31, 2008 and 2009 and (ii) the unaudited balance sheet of Gifts as of October 31, 2010 (such unaudited balance sheet, the “Gifts Interim Balance Sheet,” and such date, the “Gifts Interim Balance Sheet Date”) and the related unaudited statements of income and of cash flows for Gifts for the period from January 1, 2010, through October 31, 2010, in each case prepared by or on behalf of Gifts (such unaudited financial statements, collectively, the “Gifts Financial Statements”).  The Gifts Financial Statements (x) have been prepared based on the books and records of Gifts, (y) fairly present in all material respects the financial position of Gifts as of the dates indicated and the results of operations and cash flows for the respective periods indicated, and (z) other than (1) the absence of footnote disclosure required by GAAP, (2) with respect to accounting for income Taxes, (3) the absence of stock-base d compensation expense and (4) the absence of any allocation for audit and tax costs incurred at the IAC level, were prepared in accordance with GAAP, consistently applied; provided, however, that the Gift Interim Balance Sheet is subject to normal, recurring year-end adjustments.

(d)                                 Except as and to the extent reflected in the Gifts Interim Balance Sheet, Gifts did not as of the Gifts Interim Balance Sheet Date have any Liabilities, other than Liabilities for Taxes and Liabilities that were not required by GAAP to be reflected or reserved against in the Gifts Interim Balance Sheet.

(e)                                  Attached as Section 4.08(e) of the IAC Disclosure Schedule are (i) the unaudited balance sheet of IAC Advertising as of December 31, 2009, and the related unaudited statements of income and of cash flows for the year ended December 31, 2009 and (ii) the unaudited balance sheet of IAC Advertising as of October 31, 2010 (such unaudited balance sheet, the “IACa Interim Balance Sheet,” (and, along with the Evite Interim Balance Sheet and the Gifts Interim Balance Sheet, the “Interim Balance Sheets”) and such date, the “IACa Interim Balance Sheet Date”) and the related unaudited statements of income and of cash flows for IAC Advertising for the period from January 1, 2010, through October 31, 2010, in each case prepared by or on behalf of IAC Advertising (such unaudited financial statements, collectively, the “IACa Financial Statements” and, together with the Evite Financial Statements and the Gifts Financial Statements, the “Financial Statements”).  The IACa Financial Statements (x) have been prepared based on the books and records of IAC Advertising, (y) fairly present in all material respects the financial position of IAC Advertising as of the dates indicated and the results of operations and cash flows for the respective periods indicated, and (z) other than (1) the absence of footnote disclosure required by GAAP, (2) with respect to accounting for income Taxes, (3) the absence of stock-based compensation expense and (4) the absence of any allocation for audit and tax costs incurred at the IAC level, were prepared in accordance with GAAP, consistently applied; provided, however, that the IACa Interim Balance Sheet is subject to normal, recurring year-end adjustments.

(f)                                    Except as and to the extent reflected in the IACa Interim Balance Sheet, IAC Advertising did not as of the IACa Interim Balance Sheet Date have any Liabilities, other than

28

Liabilities for Taxes and Liabilities that were not required by GAAP to be reflected or reserved against in the IACa Interim Balance Sheet.

Section 4.09.                                     Absence of Certain Changes.

(a)                                  Since the Company Balance Sheet Date, there has not been any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b)                                 From the Company Balance Sheet Date to the date hereof, except as expressly contemplated by this Agreement or any of the Ancillary Agreements or with respect to the Transactions (x) the businesses of the Transferred Entities have been conducted in the ordinary course of business consistent with past practice and, (y) except as disclosed in Section 4.09(b) of the IAC Disclosure Schedule, there has not been:

(i)                                     any creation or other incurrence by any Transferred Entity of any Lien, condition, limitation or restriction of any nature on any material asset, other than in the ordinary course of business consistent with past practices;

(ii)                                  any making of any material loan, advance or capital contribution to or investment in any Person;

(iii)                               any transaction or commitment made, or any Contract entered into, or amended or modified, by any Transferred Entity relating to its assets or business (including the acquisition or disposition of any assets) or any waiver by any Transferred Entity of any Contract or other right, in either case, which transaction, commitment, Contract or waiver, (i) is an Affiliate Transaction or (ii) individually or in the aggregate, is material to the Transferred Entities, taken as a whole, other than in the ordinary course of business consistent with past practices;

(iv)                              any change in any method of financial accounting principles or practice by any Transferred Entity, except for any such change required by reason of a concurrent change in GAAP;

(v)                                 any waiver or release of any right or claim of substantial value by any Transferred Entity related to any Company Material Contract; or

(vi)                              any payment, discharge or satisfaction of any material claim, liability or obligation by any Transferred Entity, other than the payment, discharge or satisfaction in the ordinary course of business of Liabilities reflected or reserved against in the Financial Statements or incurred since the Company Balance Sheet Date in the ordinary course of business consistent with past practices.

Section 4.10.                                     Debt; No Undisclosed Material Liabilities.

(a)                                  There are no Debt obligations of any Transferred Entity other than Debt (i) disclosed and provided for in one or more of the Interim Balance Sheets, (ii) solely among the Transferred Subsidiaries, (iii) solely among the Transferred Subsidiaries, on the one hand, and

29

IAC and its Affiliates (other than any Transferred Subsidiary), on the other hand, which will be fully extinguished pursuant to the IAC Restructuring, (iv) arising from immaterial intercompany balances that have arisen from ordinary course, arms’-length commercial transactions since October 31, 2010 (it being understood that such balances shall be reflected on the Closing Date Working Capital Statements and Closing Date Balance Sheets), or (v) as set forth in Section 4.10(a) of the IAC Disclosure Schedule.

(b)                                 Since the Interim Balance Sheet Date, other than Debt as addressed in Section 4.10(a) hereof and those Liabilities listed in Section 4.01(b) of the IAC Disclosure Schedule, there are no material Liabilities of any Transferred Entity other than (i) Liabilities disclosed and provided for in the Interim Balance Sheets, (ii) Liabilities for Taxes, (iii) Liabilities that are not past due or the result of a breach, violation or default for the performance obligations of any Transferred Entity under any Contract, (iv) Liabilities incurred in the ordinary course of busin ess consistent with past practice, (v) Liabilities that have been discharged or paid in full prior to the date hereof, or (vi) Liabilities expressly arising under or in connection with this Agreement or any Ancillary Agreement.

Section 4.11.                                     Compliance with Laws.

(a)                                  IAC Parties.  Except as set forth in Section 4.11 of the IAC Disclosure Schedule, each IAC Party is in compliance with all applicable Laws in respect of the conduct of its business and ownership, possession and maintenance of its assets, except for any such failures of compliance as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b)                                 Transferred Entities.  Except as set forth in Section 4.11 of the IAC Disclosure Schedule, each Transferred Entity is, and since January 1, 2008 has been, in compliance in all respects with all material applicable Laws.  Each Transferred Entity (i) to the knowledge of any IAC Party, is not under investigation by any Governmental Entity with respect to and (ii) has not since January 1, 2008 been given written notice of or threatened in writing to be charged with any violation of any material appli cable Law.

(c)                                  Applicability.  This Section 4.11 does not relate to matters with respect to Taxes, which are the subject of Section 4.21 or the Tax Matters Agreement, as the case may be, to Environmental Matters, which are the subject of Section 4.18, to Employee Benefits Plans matters, which are the subject of Section 4.13 or to Labor and Employment Matters, which are the subject of Section 4.14.

Section 4.12.                                     Legal Proceedings.

(a)                                  There is no Legal Proceeding pending or, to the knowledge of any IAC Party, threatened in writing, against any IAC Party or any of its Subsidiaries, including the Transferred Entities, or any of their respective properties, before any Governmental Authority which prohibits, enjoins or otherwise adversely affects, or would reasonably be expected to prohibit, enjoin, or otherwise adversely affects the consummation of the Transactions, and there is no judgment, injunction, order or decree applicable to or by which any IAC Party or any of its Subsidiaries, including the Transferred Entities, is bound, which prohibits, enjoins or otherwise

30

adversely affects, or would reasonably be expected to prohibit, enjoin or otherwise adversely affect, the consummation of the Transactions.

(b)                                 Except as set forth in Section 4.12(b) of the IAC Disclosure Schedule, there is no Legal Proceeding pending against, or, to the knowledge of any IAC Party, threatened in writing against, any IAC Party or any of its Subsidiaries with respect to which a Transferred Entity would reasonably be expected to be liable (including as a result of indemnity obligations) before any arbitrator or before or by any Governmental Authority that would reasonably be expected to impose, individually or in the aggregate, any material Liability on a Transferred Entity. To the knowledge of any IAC Party, there is n o Legal Proceeding pending against, or threatened in writing against, any present or former officer, director or employee of any IAC Party or any of its Affiliates, including the Transferred Entities before any arbitrator or before or by any Governmental Authority that would reasonably be expected to impose, individually or in the aggregate, any material Liability on a Transferred Entity.

Section 4.13.                                     Employee Benefit Plans.

(a)                                  Section 4.13(a) of the IAC Disclosure Schedule lists each Employee Plan maintained or contributed to by any IAC Party, Transferred Entity or any of their Affiliates for the benefit of any current or former employees of a Transferred Entity.

(b)                                 Except as set forth on Section 4.13(b) of the IAC Disclosure Schedule, there are no Transferred Entity Plans.  Each Transferred Entity Plan has been maintained and operated in compliance with its terms in all material respects and applicable Law.  True and complete copies of all Transferred Entity Plans have been made available to Liberty or a representative of Liberty.

(c)                                  Except as required by any Law or the provisions of this Agreement, neither any Transferred Entity nor any ERISA Affiliate of a Transferred Entity has any commitment or obligation to establish or adopt any new Transferred Entity Plans.  No Transferred Entity has within the past six years been the “plan sponsor,” as defined in Section 3(16)(B) of ERISA, of any “employee benefit plan,” as defined in Section 3(3) of ERISA.

(d)                                 None of the Transferred Entities or any predecessor of any of the Transferred Entities sponsors, maintains or contributes to, or has in the past six years sponsored, maintained or contributed to, any Employee Plan subject to Title IV of ERISA or Section 412 of the Code.  No Controlled Group Liability has been incurred by any Transferred Entity or would reasonably be expected to be incurred by a Transferred Entity following the Closing by reason of such Transferred Entities having been an ERISA Affiliate of IAC (or any ERISA Affiliate of IAC) prior to the Closing. For purposes of this Agreement,  7;Controlled Group Liability” means any and all Liabilities (i) under Title IV of ERISA, other than for payment of premiums to the Pension Benefit Guaranty Corporation (which premiums have been paid when due), (ii) under Section 302 or 4068(a) of ERISA, (iii) under Sections 430(k) or 4971 of the Code and (iv) for violation of the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code or the group health requirements of Sections 9801 et seq. of the Code and Sections 701 et seq. of ERISA.  The consummation of any of the Transactions will not result in the occurrence of any reportable event within the meaning of Section 4043(c) of ERISA for

31

which the notice requirement is not waived with respect to any pension plan maintained by IAC, a Transferred Entity or an ERISA Affiliate of a Transferred Entity.

(e)                                  None of the Transferred Entities contributes to, or has in the past six years contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA (each, a “Multiemployer Plan”).  None of the Transferred Entities has incurred any liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as those terms are defined in Part I of Subtitle E of Title IV of ERISA.

(f)                                    The IAC/InterActiveCorp Retirement Savings Plan (the “IAC Savings Plan”) has received a favorable determination letter, or has pending an application for such determination from the IRS, and no IAC Party has any knowledge as to why any such determination letter should be revoked, or not issued or reissued.  The IAC Savings Plan has been maintained and operated in compliance with its terms and the requirements of Section 401(a) of the Code.  Tru e and complete copies of the IAC Savings Plan and summary plan description have been made available to Liberty.

(g)                                 Except as required to avoid excise tax under Section 4980B of the Code, no Transferred Entity has any current or projected Liability in respect of post employment or post retirement health, medical, life insurance or other welfare benefits for retired, former or current employees of any Transferred Entity.

(h)                                 The execution and delivery of this Agreement and the consummation of the Transactions will not (except as otherwise provided in this Agreement) (i) require a larger contribution to, or payment of greater benefits or provision of other rights under, any Employee Plan than it otherwise would, whether or not some other subsequent action or event would be required to cause such contribution, payment or provision to be triggered or (ii) create, give rise to or accelerate any additional benefits, vested rights or service credits under any Employee Plan.  In connection with the consummation of the Tra nsactions, no payment of money or other property, acceleration of benefits or provision of other rights has been made under this Agreement, any Employee Plan or otherwise that would be nondeductible for income Tax purposes by virtue of Section 280G of the Code.

(i)                                     No Transferred Entity has any Liability with respect to any indemnity obligations to any Person with respect to any Liability that has been or may be imposed on such Person under Section 409A of the Code.

(j)                                     Section 6.04(h)(i) of the IAC Disclosure Schedule sets forth a complete and correct list of all unvested restricted stock units with respect to shares of IAC Common Stock (“IAC RSUs”) held by each Transferred Employee, including the applicable vesting schedule with respect to such IAC RSUs.

(k)                                  Section 6.04(h)(ii) of the IAC Disclosure Schedule sets forth a complete and correct list of all unvested options to purchase shares of IAC Common Stock (“IAC Options”) held by each Transferred Employee, including the applicable vesting schedule and exercise price with respect to such IAC Options.

32

Section 4.14.                                     Labor and Employment Matters.

(a)                                  None of the Transferred Entities is bound by any collective bargaining agreements or other labor agreements.

(b)                                 There is no labor dispute (including pending material written grievances or arbitrations), strike or work stoppage, or, to the knowledge of any IAC Party, union organizational activity against or involving any Transferred Entity pending or, to the knowledge of any IAC Party, threatened in writing which, individually or in the aggregate, would reasonably be expected to materially interfere with the Transferred Businesses.  To the knowledge of any IAC Party, there is no charge against any Transferred Entity filed with the National Labor Relations Board or complaint by the National Labor Relations Board pen ding or threatened in writing.  There has not been within the past 12 months (i) any material violation of Law relating to employment of individuals by the Transferred Entities, or (ii) to the knowledge of the IAC Parties, any material claims made for unlawful discrimination, unpaid overtime or other violation of Law relating to employment by any Transferred Employee.

Section 4.15.                                     Intellectual Property Rights.

(a)                                  List of Intellectual Property Rights.  Other than with respect to matters covered by the Ancillary Agreements, Section 4.15(a) of the IAC Disclosure Schedule sets forth a true, correct, and complete list of all Intellectual Property that is material to the Transferred Businesses as follows:

(i)                                     all material Intellectual Property that is owned by the Transferred Entities and used in the Transferred Businesses as currently conducted (the “Specified Company Owned Intellectual Property”);

(ii)                                  in the case of Intellectual Property that is not owned by the Transferred Entities (other than “shrinkwrap,” “clickwrap” or other generally available Intellectual Property), all material Intellectual Property that is (x) used in the Transferred Businesses as currently conducted and (y) licensed or sublicensed to the Transferred Entities from others or whose use is otherwise permitted by other Persons (“Specified Company Licensed Intellectual Property”);

(iii)                               all agreements to which a Transferred Entity is a party pursuant to which the Transferred Entities have granted, or have an obligation to grant, to any third party any material rights in, to or concerning any material Intellectual Property; and

(iv)                              all other Intellectual Property (not identified pursuant to clauses (i)-(iii) above) that is material to and used in the Transferred Businesses as currently conducted.

(b)                                 Free Title and Liens.  Except as set forth in Section 4.15(b) of the IAC Disclosure Schedule, (i) the Transferred Entities own, and possess legally enforceable rights to use, execute, reproduce, display, perform, modify, enhance, distribute, prepare derivative works of, and sublicense, without payment to any other Person, the Specified Company Owned Intellectual Property, and the consummation of the Transactions does not conflict with, alter, or impair any such rights in any material respect, (ii) the Tran sferred Entities are licensed or otherwise possess

33

legally enforceable rights to use all Specified Company Licensed Intellectual Property, and the consummation of the Transactions does not conflict with, alter, or impair any such rights in any material respect, and (iii) all Specified Company Owned Intellectual Property and Specified Company Licensed Intellectual Property is free and clear of all Liens, except (i) Permitted Liens, or (ii) Contracts set forth in Section 4.15(b) of the IAC Disclosure Schedule.

(c)                                  Protection of Intellectual Property.  Other than with respect to matters covered by the Ancillary Agreements, the Transferred Entities own or possess licenses or other legally enforceable rights to use, sell, license or enforce all Intellectual Property held for use or used in the Transferred Businesses (the “Company Intellectual Property”), free and clear of all Liens, other than Permitted Liens, e xcept where the failure to own or possess such rights would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.  Except as set forth on Section 4.15(c) of the IAC Disclosure Schedule:

(i)                                     the Transferred Entities have used their reasonable efforts to secure, protect, retain and police all Company Intellectual Property necessary or advisable in their business judgment to carry on in all material respects the business and operations of the Transferred Entities as presently conducted;

(ii)                                  the Transferred Entities have used their reasonable efforts to protect and maintain under applicable Laws such Specified Company Owned Intellectual Property and Company Specified Licensed Intellectual Property (x) as have been applied for or filed with the relevant Governmental Authorities, or that have been registered, granted or issued by such relevant Governmental Authorities and (y) the loss of which, individually or in the aggregate, would reasonably be expected to result in a Company Material Adverse Effect (such Specified Company Owned Intellectual Property and Company Specified L icensed Intellectual Property as satisfy the preceding clauses (x) and (y), “Company Registered Intellectual Property”), and, to the knowledge of the IAC Parties, such applications, filings, registrations, grants and issuances with respect to such Company Registered Intellectual Property remain valid, in full force and effect, and, to the extent registered, granted or issued, fully enforceable by the Transferred Entities; and

(iii)                               to the knowledge of the IAC Parties, none of the Specified Company Owned Intellectual Property has expired, been abandoned or fallen into the public domain, has been cancelled or adjudicated invalid, or is subject to any outstanding order, judgment or decree restricting its use or adversely affecting any Transferred Entity’s rights thereto.

(d)                                 Intellectual Property Infringement.  Except as set forth in Section 4.15(d) of the IAC Disclosure Schedule or as have been since resolved:

(i)                                     there are no claims or suits pending, no written notice provided to IAC or any of its Affiliates (including the Transferred Entities), no Legal Proceedings pending against any IAC Party or any of its Subsidiaries (including the Transferred Entities) or, to the knowledge of IAC, claims threatened in writing, including any indemnification or contribution to claims:

34

(A)                              alleging that the Transferred Entities or any of their respective activities, products or services, or the practice of the inventions defined by their issued patents, infringe upon, violate or otherwise constitute an unauthorized use of any other Person’s Intellectual Property;

(B)                                challenging the Transferred Entities’ ownership of, right to use, or the validity or enforceability or effectiveness of any Specified Company Owned Intellectual Property or Specified Company Licensed Intellectual Property; or

(C)                                contending that any Specified Company Owned Intellectual Property or Specified Company Licensed Intellectual Property violates, infringes or misappropriates any other Person’s Intellectual Property;

(ii)                                  the Transferred Entities’ activities (including the granting of any licenses or sublicenses), products and services have not since January 1, 2008, and as presently conducted do not, in any material respect infringe upon or otherwise misappropriate or violate, or has infringed upon or otherwise violated, the rights of any third party with respect to any Intellectual Property; and

(iii)                               the Transferred Entities have not since January 1, 2008 filed a claim against, provided notice to or taken any other action against any Person claiming the infringement, violation, or unauthorized use by any Person of any Specified Company Owned Intellectual Property or Specified Company Licensed Intellectual Property and, to the knowledge of the IAC Parties, no Person is infringing, violating or misappropriating any such Intellectual Property.

(e)                                  Prior Agreements.  No written claim or notice has been received by the Transferred Entities nor, to the knowledge of the IAC Parties, has there been any threatened claim, relating to or arising out of any material breach or violation by any current or former employee of the Transferred Entities with respect to any confidentiality agreement and/or agreement not to compete with a party other than the Transferred Entities or their Affiliates that restricts or forbids such employee’s performance of any activity that such empl oyee was hired to perform by or on behalf of any Transferred Entity.

(f)                                    Trade Secrets.  The Transferred Entities have taken reasonable steps to protect and preserve the secrecy and confidentiality of all of their trade secrets.  To the knowledge of the IAC Parties, the Transferred Entities are not currently using nor have they in the past used without appropriate authorization, any confidential information or trade secrets of any third party, and the Transferred Entities have not received any written notice alleging such conduct.

(g)                                 Adequacy of Rights.  Except as set forth in Section 4.15(g) of the IAC Disclosure Schedule or with respect to matters covered by the Ancillary Agreements, all of the Specified Company Owned Intellectual Property and Specified Company Licensed Intellectual Property is suitable and adequate for the conduct of the respective businesses of the Transferred Entities as currently conducted therewith.

35

Section 4.16.                                     Material Contracts.

(a)                                  Section 4.16(a) of the IAC Disclosure Schedule contains a list of the following Contracts or types of Contracts (together with the names of the parties thereto and the date of each such Contract and each written amendment or modification thereof), by and between any Transferred Entity and one or more third parties (other than this Agreement or the Ancillary Agreements), pursuant to which any Transferred Entity is obligated or liable or is entitled to any rights or benefits or pursuant to which any Transferred Entity or any of its propertie s or assets is subject, in each case, which fall within any of the following categories (such Contracts as are required to be set forth in Section 4.16(a) of the IAC Disclosure Schedule being the “Company Material Contracts”):

(i)                                     each Contract with vendors or suppliers to or distributors for any Transferred Entity which requires any minimum amount of purchases in excess of $250,000 over a period specified therein;

(ii)                                  each barter agreement having a term of more than one year;

(iii)                               each Contract not listed elsewhere in Section 4.16(a) of the IAC Disclosure Schedule (x) pursuant to which the Transferred Entities collectively paid or received consideration of more than $250,000, in the aggregate, during a Transferred Entity’s last fiscal year;

(iv)                              all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing, consulting and advertising Contracts and arrangements to which any Transferred Entity is a party and which is reasonably likely to involve the payment by the Transferred Entities of consideration of more than $250,000 in the aggregate over the remaining term of such Contract or arrangement;

(v)                                 all management Contracts (excluding Contracts for employment) and Contracts with other consultants involving the payment of royalties or other amounts calculated based upon the revenues or income of any Transferred Entity or income or revenues related to any product of any Transferred Entity to which any Transferred Entity is a party and which is reasonably likely to involve the payment of consideration of more than $250,000 in the aggregate over the remaining term of such Contract;

(vi)                              all Contracts evidencing Debt of any Transferred Entity (x) where the maximum principal or face amount of Debt which may be incurred thereunder exceeds $250,000 in the aggregate, or (y) which has a term longer than one year;

(vii)                           all Contracts with any Governmental Authority to which any Transferred Entity is a party, other than (1) individual Contracts involving aggregate consideration over the life of the Contract of less than $250,000, or (2) Contracts relating to sales tax, development and incentive agreements with local municipalities;

36

(viii)                        all Contracts or arrangements that result in any Person holding a power of attorney from any Transferred Entity that relates to any Transferred Entity or any of their respective businesses;

(ix)                                all Contracts that limit, or purport to limit, the ability of any Transferred Entity to compete in any line of business or with any Person or in any geographic area or during any period of time;

(x)                                   all Contracts and constituent documents relating to material joint ventures of any Transferred Entity;

(xi)                                all Contracts (oral or written) relating to or providing for Affiliate Transactions;

provided, however, that any Company Material Contract that can be cancelled by any Transferred Entity (or Affiliate thereof) on 90 days or less notice without the payment of any material consideration or penalty shall not be deemed a Company Material Contract.

(b)                                 Except as set forth in Section 4.16(b) of the IAC Disclosure Schedule, (i) each Company Material Contract to which any Transferred Entity is a party is a legal, valid and binding agreement of such Transferred Entity, and the applicable Transferred Entity is in compliance with all of its material obligations contained therein; (ii) no IAC Party or any of their respective Affiliates is in material breach or violation of, or default under, any material provision of any Company Material Contract, and, to the knowledge of the IAC Parties, no party (other than any IAC Party or any of thei r respective Affiliates) is in material breach or violation of, or default under, any Company Material Contract; (iii) the Transferred Entities have not received written notice of, and no IAC Party has any knowledge of, any claim of default, including any notice purporting to impose an obligation on any Transferred Entity to cure a default, under any such Company Material Contract; and (iv) none of the execution of this Agreement or of any Ancillary Agreement or the consummation of the Transactions would constitute an event of default or a default, or with notice, lapse of time or both would constitute a default, give rise to any right of termination, cancellation, acceleration, vesting, repurchase, prepayment or repayment or to increased payments under, or otherwise adversely affect any rights of any Transferred Entity in any material respect under, any Company Material Contract.

(c)                                  True, correct and complete copies of all Company Material Contracts, including all amendments thereto, have been made available to Liberty or a representative of Liberty.

(d)                                 Except as disclosed in Section 4.16(d) of the IAC Disclosure Schedule, there are not, and since January 1, 2009 there have not been any material obligations, transactions, Contracts, allocations or other arrangements (oral or written) (i) to which any Transferred Entity, on the one hand, and IAC or any of its Affiliates (other than any Transferred Entity) (the “IAC Affiliated Persons”), on the other hand, are parties, (ii) pursuant to which an y IAC Affiliated Person is obligated, bound or required to perform any obligation, covenant or agreement for the direct or indirect benefit of any Transferred Entity or (iii) pursuant to which any Transferred Entity is obligated, bound or required to perform any obligation, covenant or agreement for the direct or indirect benefit of any IAC Affiliated Persons (including any of the foregoing where a

37

third party is also a party) (collectively, but excluding any obligations, transactions, Contracts, allocations or other arrangements effected in connection with the IAC Restructuring, the “Affiliate Transactions”).

Section 4.17.                                     Assets; Properties and Occupancy Agreements.

(a)                                  Other than with respect to matters covered by the Ancillary Agreements (and together with any services or other benefits or rights to be provided thereunder), (i) the Transferred Entities have good, valid and sufficient title to or right to use, and immediately following the Closing will have good, valid and sufficient title to or right to use, their properties and assets in each case free and clear of all Liens, conditions, limitations or restrictions of any nature (other than those created in the ordinary course of business), other than Permitted Liens, (ii) the Transferred Entities have, an d immediately after Closing will have, in their own respective names or otherwise have the right to use, all material assets, material Contracts and other material rights as are necessary for the conduct of the Transferred Businesses as they are conducted as of the date hereof (other than those to be provided pursuant to the Ancillary Agreements (subject to the terms thereof)), and (iii) immediately following the Closing there will be no material assets, material Contracts or other material rights (other than those to be provided pursuant to the Ancillary Agreements (subject to the terms thereof)) held by or in the name of IAC or any of its Subsidiaries that are necessary for the conduct of the Transferred Businesses as they are conducted as of the date hereof.  Other than with respect to the matters covered by the Ancillary Agreements or as set forth on Section 4.17(a) of the IAC Disclosure Schedule, the Transferred Businesses are conducted entirely through the Transferred Subsidi aries.

(b)                                 (i)                                     Each parcel of real property (the “Company Real Property”) owned, leased, used or held for use in the conduct of the Transferred Businesses by the Transferred Entities is listed on Section 4.17(b)(i) of the IAC Disclosure Schedule.

(ii)                                  Each lease, use or occupancy agreement or similar agreement, including any amendments and modifications thereto, under which any Company Real Property is leased, used or held by a Transferred Entity (collectively, the “Company Occupancy Agreements”), is listed on Section 4.17(b)(ii) of the IAC Disclosure Schedule.

Section 4.18.                                     Environmental Matters.  Except for matters that would not reasonably be expected to have a Company Material Adverse Effect, (a) no Transferred Entity is in violation of any Environmental Law (excluding violations which have been resolved with the applicable Governmental Authority); (b) there have been no releases of any Hazardous Substances at any of the properties currently or, during the period of ownership, lease or operation by a Transferred Entity, formerly, owned, lea sed or operated by any Transferred Entity (including soils and surface and ground waters) that would reasonably be expected to result in a claim under any Environmental Law against any Transferred Entity; (c) no Transferred Entity has received, nor has any IAC Party received on behalf of a Transferred Entity, written notice of a claim alleging any Transferred Entity is liable under any Environmental Law (including pending or threatened liens); (d) the Transferred Entities have all permits, licenses and other authorizations required under any Environmental Law for the Transferred Businesses as currently conducted (“Environmental Permits”); (e) each Transferred Entity has since January 1, 2009 been and is in material compliance with such Environmental Permits (excluding non-

38

compliances which have been resolved to the satisfaction of the applicable Governmental Authority); and (f) no Transferred Entity is an indemnitor in connection with any threatened or asserted claim by any third party indemnitee for any Liability under any Environmental Law or any Liability relating to any release of Hazardous Substances.  Neither the execution and delivery of this Agreement or any Ancillary Agreement nor the consummation of the Transactions will trigger any requirement to notify, or obtain any material Consent of, any Governmental Authorities under any applicable Environmental Law or any consent decree, order or judgment pursuant to any applicable Environmental Law.

Section 4.19.                                     Insurance.

(a)                                  Section 4.19(a) of the IAC Disclosure Schedule sets forth a list of all effective insurance policies that are material to the Transferred Businesses (each, a “Company Material Insurance Policy”) under which any IAC Party or Transferred Entity is an insured, a named insured or otherwise the principal beneficiary of coverage insuring or providing coverage for the benefit of or with respect to any aspect of the Transferred Businesses.  The types and amounts of coverage provided under the Company Material Insurance Policies are usual and customary in the context of the Transferred Businesses and the risk insured against by such Company Material Insurance Policies.

(b)                                 Notwithstanding any other provision of this Agreement or any of the Ancillary Agreements, it is acknowledged and agreed that none of the Company Material Insurance Policies shall be transferred to Liberty or the Transferred Entities at the Closing, and that the Transferred Entities shall not be covered by or receive the benefit of such policies following the Closing.

Section 4.20.                                     Brokers or Finders.  Except as set forth in Section 4.20 of the IAC Disclosure Schedule, no agent, broker, investment banker, financial advisor or other Person (any such Person, a “Broker”) is or will be entitled to any financial advisory, broker’s, finder’s or similar fee or commission in connection with the Transactions (collectively, “Broker Fees”) based upon arrangements made by or on behalf of any IAC Party or any Transferr ed Entity.

Section 4.21.                                     Tax.

(a)                                  Filing and Payment.  (i) All material Tax Returns required to be filed with any Taxing Authority by or on behalf of the Transferred Entities or otherwise with respect to any of the Transferred Businesses have been filed when due (taking into account any extension of time within which to file) in accordance with all applicable Laws; (ii) all such Tax Returns are accurate and complete in all material respects; (iii) all material Taxes due and payable by the Transferred Entities or with respect to the Transferred B usinesses have been timely paid, or withheld and remitted to the appropriate Taxing Authority; (iv) no written claim that remains unresolved has been made by any Taxing Authority in a jurisdiction where any of the Transferred Entities does not file a Tax Return that it is, or may be, subject to income or franchise Tax by that jurisdiction; and (v) there are no material Liens on any of the assets of any of the Transferred Entities that arose in connection with any failure (or alleged failure) to pay any Tax (except for Permitted Liens).

39

(b)                                 Withholding.  Each of the Transferred Entities has complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and has, within the time and the manner prescribed by applicable Law, complied in all material respects with its obligations to withhold from and pay over to the proper Taxing Authorities all amounts required to be so withheld and paid over under all applicable Laws.

(c)                                  Proceedings and Compliance.  Except as set forth in Section 4.21(c) of the IAC Disclosure Schedule, (i) no outstanding written claim has been received, and no audit, action, suit or proceeding is in progress, against or with respect to any of the Transferred Entities or the Transferred Businesses in respect of any material amount of Tax; and (ii) all material deficiencies, assessments or proposed adjustments asserted against any of the Transferred Entities or with respect to any of the Transferred Bu sinesses by any Taxing Authority have been paid or fully and finally settled.

(d)                                 Timing.  Except as set forth in Section 4.21(d) of the IAC Disclosure Schedule, none of the Transferred Entities will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (i) any change in method of accounting made prior to the Closing, (ii) any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar pr ovision of state, local or foreign income Tax Law) entered into prior to the Closing, (iii) any installment sale or open transaction occurring prior to the Closing or (iv) election pursuant to Section 108(i) of the Code made prior to the Closing.

(e)                                  Availability of Tax Returns.  IAC has furnished or made available to Liberty or a representative of Liberty complete and accurate copies of all portions of United States federal income Tax Returns and material state income Tax Returns relating to the Transferred Entities, and including, in each case, any amendments thereto, filed by or on behalf of any such Transferred Entities prior to the date hereof for all taxable periods beginning after December 31, 2004.

(f)                                    Consolidation and Similar Arrangements; Tax Sharing Agreements.  None of the Transferred Entities (i) is or has been within the past six years a member of an affiliated group (within the meaning of Section 1504 of the Code) filing a consolidated federal income Tax Return, other than an affiliated group the common parent of which is or was IAC (an “IAC Group”), (ii) is or h as been within the past six years a member of any affiliated, combined, consolidated, unitary or similar group for state, local or foreign Tax purposes other than a group the common parent of which is IAC, (iii) is a party to, or has any liability for any Tax under, any tax sharing agreement or arrangement (other than such agreements or arrangements with IAC), or (iv) has any material liability for the Taxes of any Person as a transferee or successor.

(g)                                 Statute of Limitations.  Except as set forth in Section 4.21(g) of the IAC Disclosure Schedule, no waiver or extension of any statute of limitations in respect of Taxes or any extension of time with respect to a Tax assessment or deficiency is in effect for any of the Transferred Entities.

(h)                                 Section 355.  Except with respect to the Transactions, during the two-year period ending on the date hereof, none of the Transferred Entities has constituted either a “distributing

40

corporation” or a “controlled corporation” (or is a successor to a corporation that constituted a “distributing corporation” or a “controlled corporation” during such two-year period) in a distribution of stock qualifying or intended to qualify under Section 355 of the Code.

(i)                                     Listed Transactions.  None of the Transferred Entities has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2).

(j)                                     Certain Agreements and Rulings.  None of the Transferred Entities is a party to or bound by any advance pricing agreement, closing agreement or other agreement or ruling relating to Taxes with any Taxing Authority that will remain in effect with respect to such Transferred Entity after the Closing.

Section 4.22.                                     Transactions with Directors, Officers and Affiliates.  Except as set forth on Section 4.22 of the IAC Disclosure Schedule, no Transferred Entity is a party to any agreement or arrangement with any of the directors, officers or equityholders of the Transferred Entities or any Affiliate or family member of any of the foregoing under which it:  (i) leases any real or personal property (either to or from such Person), (ii) licenses technology (either to or from such Person), (iii) is obligated to purchase any tangible or intangible asset from or sell such asset to such Person, (iv) purchases products or services from such Person, (v) pays or receives commissions, rebates or other payments or (vi) provides or receives any other material benefit.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE LIBERTY PARTIES

Except as set forth in the Liberty Disclosure Schedule, provided that the information set forth in any one section of the Liberty Disclosure Schedule will be deemed to be included in all other relevant sections of such Liberty Disclosure Schedule, and be deemed to modify the other corresponding representations and warranties contained in this Article V accordingly, if and solely to the extent that the relevancy of such information to such other sections of the Liberty Disclosure Schedule is reasonably apparent (including by explicit cross-reference or incorporation by reference) from the information so disclosed, the Liberty Parties, jointly and severally, represent and warrant to IAC that:

Section 5.01.                                     Corporate Existence and Power; Corporate Authorization.  Each Liberty Party is a corporation or limited liability company, as the case may be, duly organized or formed, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation.  Each Liberty Party has the full power and authority to execute and deliver this Agreement and to consummate the Transactions (other than with respect to the IAC Restructuring).  Liberty and each Subsidiar y of Liberty has the full power and authority to execute and deliver each Ancillary Agreement to which such Person will be a party and to consummate the Transactions (other than with respect to the IAC Restructuring) contemplated thereby.  Liberty and each Subsidiary of Liberty that will execute any other documents in connection with the Closing as contemplated hereby, including the Liberty Certificate (collectively, the “Liberty Closing Documents”) has the full power and authority to execute the Liberty Closing Documents to which such Person will be a party.  The execution, delivery and performance by each Liberty Party of this Agreement and the consummation by each Liberty

41

Party of the Transactions (other than with respect to the IAC Restructuring) are within such Liberty Party’s corporate powers and have been duly authorized by all necessary corporate or other legal action.  The execution, delivery and performance by Liberty and each Subsidiary of Liberty of each Ancillary Agreement to which such Person will be a party, and the consummation by each such Person of the transactions contemplated thereby, have been duly authorized by all necessary corporate or other legal action.  The execution and delivery by Liberty and each Subsidiary of Liberty that will execute a Liberty Closing Document as contemplated hereby of each Liberty Closing Document so executed and delivered by such Person are within such Person’s corporate or other legal powers and have been duly authorized by all necessary corporate or other legal action.  This Agreement, when executed and d elivered by each Liberty Party, will be duly executed and delivered by each such Liberty Party and, when executed and delivered by the other parties thereto, will constitute a valid, binding and enforceable agreement of each such Liberty Party enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principals governing the availability of equitable remedies).  Each Ancillary Agreement, when executed and delivered by Liberty or any of its Subsidiaries in accordance with this Agreement, will be duly executed and delivered by such Person and, when executed and delivered by the other parties thereto, will constitute a valid, binding and enforceable agreement of such Person enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors& #146; rights generally, or by principals governing the availability of equitable remedies). Each Liberty Closing Document, when executed and delivered by Liberty or any Subsidiary of Liberty in accordance with this Agreement, will be duly executed and delivered by such Person.

Section 5.02.                                     No Consents or Approvals.  The execution, delivery and performance by each Liberty Party of this Agreement and by Liberty and each Subsidiary of Liberty of each Ancillary Agreement to which such Person is a party as contemplated hereby does not and will not require any Liberty Party or any of their respective Subsidiaries to obtain any Consent under any Law or any Contract to which any Liberty Party or any of their respective Subsidiaries is a party or by which any of the assets or p roperties of any Liberty Party or any of their respective Subsidiaries is bound or make or file any requisite Filing with any Governmental Authority, except for (i) such Consents as have previously been obtained, or such Filings as have previously been made, and, in each case, which are in full force and effect, (ii) those Consents required to be obtained or Filings required to be made by the IAC Parties or the Transferred Entities in connection with the consummation of the Transactions and (iii) such other Consents the failure of which to have been obtained, and such other Filings the failure of which to have been made, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of the Liberty Parties to consummate the Transactions (other than with respect to the IAC Restructuring).

Section 5.03.                                     Non-Contravention.  The execution, delivery and performance by each of the Liberty Parties of this Agreement, and by Liberty and each Subsidiary of Liberty that will be a party to an Ancillary Agreement as contemplated hereby of each Ancillary Agreement to which such Person will be a party, and the consummation of the Transactions (other than with respect to the IAC Restructuring) by the Liberty Parties, do not and will not (i) contravene, conflict with, or result in any violati on or breach of any provision of the

42

certificate of incorporation or bylaws or other organizational or governing documents of such Person, (ii) contravene, conflict with, or result in a violation or breach of any provision of any applicable Law subject, in the case of this clause (ii), to the matters referred to in clause (ii) of Section 5.02, (iii) require any action by any Liberty Party under, constitute a default under, or cause or permit, the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which any Liberty Party is entitled under any provision of any material agreement or other material instrument to which any Liberty Party is a party or by which any of the assets or properties of any Liberty Party is bound, or (iv) result in the creation or imposition of any Lien, condition, limitation or restriction of any nature  on any asset of any Liberty Party (other than as expressly contemplated herein or in the Ancillary Agreements, and other than any such Lien, condition, limitation or restriction granted or created by IAC or any of its Affiliates) and except, in the case of clauses (ii), (iii) and (iv) as has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Liberty Parties to consummate the Transactions (other than with respect to the IAC Restructuring).

Section 5.04.                                     Legal Proceedings.  There is no Legal Proceeding pending or, to Liberty’s knowledge, threatened in writing against any Liberty Party or any of its Subsidiaries before any Governmental Authority relating to the Transactions (other than with respect to the IAC Restructuring), and there is no provision of any Law applicable to any Liberty Party or any of its Subsidiaries and no judgment, injunction, order or decree applicable to or by which any Liberty Party or any of its Subsidiar ies is bound which prohibits, enjoins or otherwise adversely affects, or would reasonably be expected to prohibit, enjoin or otherwise adversely affect, the consummation of the Transactions (other than with respect to the IAC Restructuring).

Section 5.05.                                     Liberty IAC Shares.  Prior to the Liberty/Diller Exchange, the Stockholder owns of record and beneficially (i) 12,799,999 shares of IAC Class B Common Stock, free and clear of all Liens, other than Liens arising under this Agreement, the Stockholders Agreement or any Ancillary Agreement, created by IAC or any of its Affiliates, arising under securities Laws of general applicability or as set forth on Section 5.05 of the Liberty Disclosure Schedule, and (ii)  ;no other shares of IAC Stock.  The shares of IAC Class B Common Stock referred to in the preceding sentence constitute all shares of IAC Stock owned beneficially by Liberty or any of its Affiliates.  The Liberty IAC Shares together with the Liberty IAC Holdback Shares will, immediately prior to the delivery of the Liberty IAC Shares as contemplated by Article II of this Agreement, (i) constitute all shares of IAC Stock beneficially owned by any of the Liberty Parties and their Affiliates and (ii) assuming in the case of any Liberty IAC Shares and Liberty IAC Holdback Shares that are Liberty/Diller Exchange Shares that the representations and warranties made to Liberty by Diller in the Liberty/Diller Agreement with respect to the Liberty/Diller Exchange Shares are true and correct, be owned of record and beneficially by Stockholder, free and clear of all Liens, other than Liens arising under this Agreement, the Stockholders Agreement or any Ancillary Agreement, created by Diller , IAC or any of their respective Affiliates, or arising under securities Laws of general applicability.  Immediately after the Closing (with respect to the Liberty IAC Shares) and immediately after the True-Up Date (with respect to the Liberty True-Up IAC Shares), IAC will have good and valid title to all of the Liberty IAC Shares and the Liberty True-Up IAC Shares, if any, free and clear of all Liens, assuming in the case of any Liberty IAC Shares and Liberty IAC Holdback Shares that are Liberty/Diller Exchange Shares that the representations and warranties made to Liberty

43

by Diller in the Liberty/Diller Agreement with respect to the Liberty/Diller Exchange Shares are true and correct, other than Liens arising under this Agreement or any Ancillary Agreement, created by Diller, IAC or any of their respective Affiliates or arising under securities Laws of general applicability.

Section 5.06.                                     Private Placement.

(a)                                  Liberty is acquiring the Company Shares solely for the purpose of investment for its own account, not as a nominee or agent, and not with a view to, or for offer or sale in connection with, any distribution thereof in any transaction which would be in violation of the securities Laws of the United States of America or any state thereof. Liberty has no contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participation to any other Person with respect to any of the Company Shares. Liberty is an “accredited investor,” as that term is defined in Regulation D p romulgated under the 1933 Act.

(b)                                 Liberty has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Company and is capable of bearing the economic risks and complete loss of such investment.

(c)                                  Liberty understands that the Company Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the 1933 Act, or the availability of an exemption therefrom.

Section 5.07.                                     Brokers or Finders.  Except as set forth in Section 5.07 of the Liberty Disclosure Schedule, no Broker is or will be entitled to any Broker Fees based upon arrangements made by or on behalf of any Liberty Party.

ARTICLE VI
COVENANTS AND AGREEMENTS

Section 6.01.                                     Further Assurances; Certain Covenants

(a)                                  In the event that after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the parties to this Agreement will use their reasonable best efforts to take such action (including IAC causing any of its employees that are officers or directors of the Transferred Entities to resign from such positions to the extent they have not done so prior to the Closing) and shall reasonably cooperate in good faith with the other parties hereto in respect of any such action.  Without limiting the generality of the foregoing, until transferred to IAC in accordanc e with Section 3.02(g), the Stockholder shall (and Liberty shall ensure that Stockholder shall) continue to own of record all of the Liberty True-Up IAC Shares (and shall continue to own of record and for the avoidance of doubt shall not Transfer (as defined in the Stockholders Agreement) or create any Lien upon any of the Liberty IAC Holdback Shares) free and clear of all Liens, other than Liens arising under this Agreement or any Ancillary Agreement, created by Diller, IAC or any of their respective Affiliates or arising under securities Laws of general applicability, such that, immediately after the transfer of such shares to IAC in accordance with Section 3.02(g), IAC will have good and valid title to all of the Liberty True-Up IAC Shares, free and clear of all Liens, assuming in the case of any Liberty True-Up IAC Shares that are Liberty/Diller Exchange Shares that the

44

representations and warranties made to Liberty by Diller in the Liberty/Diller Agreement with respect to the Liberty/Diller Exchange Shares are true and correct, other than Liens arising under this Agreement or any Ancillary Agreement, created by Diller, IAC or any of their respective Affiliates or arising under securities Laws of general applicability. For the avoidance of doubt, after the True-Up Date, the restrictions set forth in this Section 6.01 will not apply to any Liberty IAC Holdback Shares that are not required to be delivered to IAC as Liberty True-Up IAC Shares pursuant to Section 3.02(g).

(b)                                 Within six months of the Closing Date, Liberty and its Affiliates (including the Transferred Entities) shall change the names of any entities (including IAC Advertising) and any Intellectual Property featuring (in any combination or capitalization, with or without spacing in between and whether or not in conjunction with other terms or characters), one or more of the terms “IAC,” “IAC Advertising,” or “InterActiveCorp” so as not to include such terms, alone or in combination (provided, however, that with respect to Internet domain names, Liberty may re-direct users to domain names or uniform resource locators that do not contain any of such terms) and shall cease using any such terms in the conduct of their businesses (including the Transferred Businesses) other than to notify Persons of such name change.  For the avoidance of doubt, none of this Agreement, the Ancillary Agreements or the Transactions shall be deemed to grant Liberty or any of its Affiliates any rights to the terms (however capitalized) “IAC,” “IAC Advertising,” or “InterActiveCorp” or other Intellectual Property of IAC or any of its Affiliates (other than the Transferred Entities), except as expressly set forth in the Ancillary Agreements.

Section 6.02.                                     Confidentiality.

(a)                                  Each Liberty Party acknowledges that the information being provided to it by the IAC Parties and the Transferred Entities in connection with the Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference.  Effective upon the Closing, the Confidentiality Agreement will terminate with respect to all Confidential Information provided thereunder regarding the Transferred Entities and the Transferred Businesses but shall otherwise survive in accordance with its terms with respect to any other Confidential Information provided thereunder concerning or relating to IAC or any Affiliate thereof.

(b)                                 From and following the Closing until the three-year anniversary of the Closing, IAC shall hold, and shall use its reasonable best efforts to cause its Affiliates, officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, all Confidential Information regarding the Transferred Entities or the Transferred Businesses remaining in the possession of IAC or any of its Affiliates following the Closing, which shall be considered proprietary information of Liberty following the Closing.  IAC shall satisfy its obligation to hold such Confidential Information in confidence if it exercises the same care with respect to such Confidential Information as it exercised to preserve the confidentiality of such Confidential Information prior to the Closing and on or after the Closing pursuant to Section 6.02(c) (and in no event less than reasonable care). The confidentiality obligations of this Section 6.02(b) will not apply to any such Confidential Information that (i) is published or otherwise became part of the public domain, in each case through no fault of IAC, or (ii) is required to be disclosed by judicial or administrative process or other regulatory body or by any

45

other requirements of Law, stock exchange rules or NASDAQ rules, in each case, having jurisdiction over IAC or any of its Affiliates; provided, however, that in the event IAC and/or any of its Representatives (as such term is defined in the Confidentiality Agreement) receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or order issued by a court of competent jurisdiction or under a civil investigative demand or similar legal, regulatory or administrative process, (i) IAC agrees to, to the extent legally permitted, promptly notify Liberty of the existence, terms and circumstances surrounding such a request and (ii) if IAC or its applicable Representative is in the opinion of its counsel compelled to disclose all or a portion of the Confidential Information, IAC or its applicable Representative may disclose only that Confide ntial Information that its counsel advises that it is compelled to disclose and will exercise reasonable efforts, at Liberty’s sole expense, to obtain assurance that confidential treatment will be accorded to that Confidential Information that is being so disclosed.  Notwithstanding anything to the contrary herein, (i) IAC may use such Confidential Information to the extent reasonably necessary for purposes of preparing and filing Tax Returns, corresponding with tax authorities, preparing accounting records, and in connection with any litigation, including litigation arising out of, relating to or resulting from the Transactions and (ii) IAC may publicly disclose the financial results of the Transferred Subsidiaries for the periods prior to the Closing as part of financial reporting as permitted pursuant to Section 6.06 and for investor relations purposes.

(c)                                  Except to the extent prohibited by applicable Law or as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment), Liberty acknowledges and agrees that IAC may from time to time for a period of three years, subsequent to the consummation of the Transactions, require access to or copies of the business records of Company, the Transferred Subsidiaries or the T ransferred Businesses to the extent relating to the operations of the Transferred Businesses prior to the Closing and Liberty agrees that upon reasonable prior notice from IAC it will, during normal business hours and upon reasonable notice, provide or cause to be provided to IAC reasonable access to or copies of such records as may be necessary to permit IAC to, at its sole expense, make, or cause to made, such investigations thereof as are reasonably necessary (as determined in good faith by IAC); provided, however, that such access does not unreasonably disrupt the normal operations of any Liberty Party or any of their Subsidiaries.  IAC hereby agrees to hold any Confidential Information so provided in confidence in accordance with Section 6.02(b) hereof (subject to the final sentence thereof).

Section 6.03.                                     Ancillary Agreements.  Each of IAC and Liberty agrees to execute or cause the applicable of their respective Subsidiaries to execute, concurrently with the Closing, each of the Ancillary Agreements to which it is to be a party in accordance herewith.

Section 6.04.                                     Employee Matters.

(a)                                  Other than with respect to any Transferred Entity Plan, and, except as otherwise provided by this Section 6.04 or payments to be made by the Company pursuant to the Company Transition Services Agreement, neither the assets nor the liabilities of any Employee Plans or any other employee benefit plan, arrangement, policy or program sponsored, maintained or

46

contributed to by IAC or its Subsidiaries (other than any Transferred Entity) (collectively with the Employee Plans, other than any Transferred Entity Plan, the “IAC Plans,” it being understood that “IAC Plans” does not include any Transferred Entity Plan) shall be transferred to or assumed by any Transferred Entity pursuant to or in connection with the Transactions.  Except as otherwise provided in the Company Transition Services Agreement, as of the Closing Date, each of the Transferred Entities shall cease to participate in any of the IAC Plans and each Transferred Employee shall cease active participation in the IAC Plans.  Except as otherwise provided by this Section 6.04 or payments to be made by the Company pursuant to the Company Transition Services A greement, IAC or its Subsidiaries (other than the Transferred Entities) shall be responsible for all Liabilities associated with the IAC Plans and shall retain and satisfy all such Liabilities, and such Liabilities shall not be the responsibility of Liberty or any of the Transferred Entities.  For the avoidance of doubt, unless expressly allocated to Liberty or the Transferred Entities pursuant to Sections 6.04(b)-(i) of this Agreement or in the case of payments to be made by the Company pursuant to the Company Transition Services Agreement, all Liabilities arising under the IAC Plans from or related to employees or employee benefits and arising, in whole or in part, as a result of the execution of this Agreement or the consummation of the Transactions, shall be the responsibility of IAC or its Subsidiaries (other than the Transferred Entities), which shall retain and satisfy all such Liabilities, and shall not be the responsibility of Liberty or any of the Transferred Entities.

(b)                                 The assets and liabilities of any Transferred Entity Plan shall be retained by the Transferred Entities pursuant to and in connection with the Transactions.  The Transferred Entities shall be responsible for all Liabilities associated with the Transferred Entity Plans and shall retain and satisfy all such Liabilities, and such Liabilities shall not be the responsibility of IAC or any of its Subsidiaries (other than the Transferred Entities).

(c)                                  Section 6.04(c) of the IAC Disclosure Schedule contains a true and complete list of employees, as of the date hereof, who, immediately prior to the Closing, will be employed by the Transferred Subsidiaries, including the names, dates of service, current rate of compensation, employment status (including whether any such employee is on approved leave of absence (whether family leave, workers’ maternity or parental leave, workers’ compensation, short-term and long-term disability, medical leave or otherwise), title and standard hou rs (collectively, the “Transferred Employees”). IAC shall have the right, prior to or at the Closing, to transfer the employment of any Transferred Employee not already employed by one of the Transferred Subsidiaries or the Company to a Transferred Subsidiary.  Liberty acknowledges and agrees that, effective as of the Closing Date, each Transferred Employee shall be initially employed in a substantially comparable position to the position in which such Transferred Employee was employed immediately prior to the Closing Date.  For one year following the Closing, Liberty shall, and shall cause its Affiliates to, provide the Transferred Employees who remain employed with Liberty and its Affiliates with the same rate of base salary and wages and, if applicable, rate of commissions in effect as of the date immediately prior to the Closing Date and with employee benefit and com pensation plans, programs and arrangements that are substantially equivalent in the aggregate to those provided to similarly situated employees of Liberty and its Affiliates.  For the avoidance of doubt, nothing in this Agreement will require Liberty or the Transferred Entities to continue the employment of any individual following Closing.

47

(d)           If, during the six-month period beginning on the Closing Date, the employment of any Transferred Employee is terminated by Liberty or any of its Affiliates without cause or Liberty or any of its Affiliates subjects any Transferred Employee to any indefinite lay-off, or if any Transferred Employee voluntarily terminates employment either because Liberty and its Affiliates have failed to honor the terms of employment required by this Section 6.04 with respect to such employee or because a condition of continued employment is such employee’s agreement to relocate to a job site more than 30 miles from such employee’s job site immediately prior to the Closing Date, Liberty or its Affiliates shall provide to such Transferred Empl oyee a lump sum severance payment equal to not less than one (1) week of pay for every six (6) full months of service (with service with IAC and its Subsidiaries prior to the Closing Date and service with Liberty or its Affiliates after the Closing Date credited for purposes of determining such severance).

(e)           For purposes of all plans, programs or arrangements maintained, sponsored or contributed to by Liberty or its Affiliates in which the Transferred Employees shall be eligible to participate, Liberty shall cause each such plan, program or arrangement to treat the prior service of each Transferred Employee with IAC, the Transferred Entities or any of their Subsidiaries as service rendered to Liberty and its Affiliates for purposes of eligibility and vesting for all purposes and levels of benefits, including severance and vacation, except to the extent such treatment would result in any benefit accrual under any defined benefit pension plan or would result in the duplication of benefits with respect to the same period of service. From and aft er the Closing, or such later time as may be provided by the Company Transition Services Agreement, Liberty and its Affiliates shall (i) cause any pre-existing conditions, limitations and eligibility waiting periods under any group health plans of Liberty or its Affiliates to be waived with respect to the Transferred Employees and their eligible dependents to the extent such condition would have been covered, or limitation or waiting period would not have applied, with respect to such Transferred Employee (or dependent) under the terms of the Employee Benefit Plan in which such Transferred Employee was a participant immediately prior to the Closing (or, if later, the date of the transition from IAC’s plans to Liberty’s plans) to the extent allowable under such plans of Liberty or its Affiliates and (ii) give each Transferred Employee credit for the plan year in which the Closing Date (or the transition from IAC’s plans to Liberty’s plans) occurs towards applicable deductibles, c oinsurance and annual out-of-pocket limits for expenses incurred during the portion of the plan year prior to the Closing Date (or such transition date).

(f)            No later than August 1, 2011 (the “FSA Transition Date”), the Company will establish flexible spending accounts for medical and dependent care expenses under a new or existing plan (“Liberty’s FSA”) for each Transferred Employee who, on or prior to the FSA Transition Date, is a participant in a flexible spending account for medical and dependent care expenses under an IAC Plan (“IAC’s FSA”) or who elects to participate in Liberty’s FSA.  The Company will credit or debit, as applicable, effective as of the FSA Transition Date, the applicable account of each Transferred Employee under Liberty’s FSA with an amount equal to the balance of each such Transferred Employee’s account under IAC’s FSA as of immediately prior to the FSA Transition Date.  Within 30 days after the FSA Transition Date, IAC will pay to the Company the net aggregate amount of the account balances credited under Liberty’s FSA, if such amount is positive, and the Company will pay to IAC the net aggregate amount of the account balances credited under Liberty’s FSA, if such amount is negative.  Thereafter, Liberty’s