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Table of Contents
(3) Exhibits
The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed herewith, incorporated herein by
reference to the location indicated or furnished herewith.
96
Exhibit
No.
Description
Location
2.1
Separation and Distribution Agreement, dated as of August 20,
2008, by and among the Registrant, HSN, Inc.,
Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc.
Exhibit 10.1 to the Registrant's Current Report on Form 8-
K, filed on August 22, 2008.
3.1
Restated Certificate of Incorporation of IAC/InterActiveCorp.
Exhibit 3.1 to the Registrant's Registration Statement on
Form 8-A/A, filed on August 12, 2005.
3.2
Certificate of Amendment of the Restated Certificate of
Incorporation of IAC/InterActiveCorp.
Exhibit 3.1 to the Registrant's Current Report on Form 8-
K, filed on August 22, 2008.
3.3
Amended and Restated By-laws of IAC/InterActiveCorp.
Exhibit 3.1 to the Registrant's Current Report on Form 8-
K, filed on December 6, 2010.
4.1
Indenture for 4.75% Senior Notes due 2022, dated as of December
21, 2012, among IAC/InterActiveCorp, the Guarantors named
therein and Computershare Trust Company, N.A., as Trustee.
Exhibit 4.1 to the Registrant's Annual Report on Form 10-
K for the fiscal year ended December 31, 2012.
4.2
Supplemental Indenture for 4.75% Senior Notes due 2022, dated as
of April 11, 2013, among IAC/InterActiveCorp, the Guarantors
named therein and Computershare Trust Company, N.A., as Trustee.
Exhibit 4.3 to the Registrant's Registration Statement on
Form S-4, filed on May 3, 2013.
4.3
Supplemental Indenture for 4.75% Senior Notes due 2022, dated as
of May 30, 2013, among IAC/InterActiveCorp, the Guarantors
named therein and Computershare Trust Company, N.A., as Trustee.
Exhibit 4.4 to the Registrant's Registration Statement on
Form S-4, as amended, filed on June 5, 2013.
4.4
Indenture for 4.875% Senior Notes due 2018, dated as of November
15, 2013, among IAC/InterActiveCorp, the Guarantors named
therein and Computershare Trust Company, N.A., as Trustee.
Exhibit 4.1 to the Registrant's Registration Statement on
Form S-4, filed on December 13, 2013.
4.5
In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K,
certain instruments relating to long-term obligations of the
Registrant have been omitted but will be furnished to the
Commission upon request.
10.1
Amended and Restated Governance Agreement, dated as of
August 9, 2005, by and between the Registrant and Barry Diller.
Exhibit 10.1 to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30,
2005.
10.2
Letter Agreement, dated as of December 1, 2010, by and among the
Registrant, Liberty Media Corporation, Liberty USA Holdings, LLC
and Barry Diller.
Exhibit 10.1 to the Registrant's Current Report on Form 8-
K, filed on December 6, 2010.
10.3
Letter Agreement, dated as of December 1, 2010, by and between
the Registrant and Barry Diller.
Exhibit 10.2 to the Registrant's Current Report on Form 8-
K, filed on December 6, 2010.
10.4
Tax Sharing Agreement, dated as of August 20, 2008, by and among
the Registrant, Ticketmaster, Interval Leisure Group, Inc., HSN, Inc.
and Tree.com, Inc.
Exhibit 10.2 to the Registrant's Current Report on Form 8-
K, filed on August 22, 2008.
10.5
IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan.(1)
Exhibit 10.1 to the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 2013.
10.6
Form of Terms and Conditions of Stock Options under the
IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan.(1)(2)
10.7
Form of Terms and Conditions of Restricted Stock Units under the
IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan.(1)(2)
10.8
IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan.(1)
Annex F to the Registrant's Definitive Proxy Statement,
filed on July 10, 2008.