{"id":43357,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/common-stock-purchase-agreement-expedia-inc-and-microsoft.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"common-stock-purchase-agreement-expedia-inc-and-microsoft","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/common-stock-purchase-agreement-expedia-inc-and-microsoft.html","title":{"rendered":"Common Stock Purchase Agreement &#8211; Expedia Inc. and Microsoft Corp."},"content":{"rendered":"<pre>\n                        COMMON STOCK PURCHASE AGREEMENT\n\n     This COMMON STOCK PURCHASE AGREEMENT (this \"Agreement\") is made as of this\n25th day of June, 2000 between Expedia, Inc., a Washington corporation (the\n\"Company\"), Microsoft Corporation, a Washington corporation (the \"Purchaser\").\n\n                                    RECITALS\n\n     WHEREAS, the Company desires to sell to the Purchaser, and the Purchaser\ndesire to purchase from the Company, shares of the Company's Common Stock, $0.01\npar value per share (the \"Common Stock\"), on the terms and conditions set forth\nin this Agreement; and\n\n     WHEREAS, concurrently with this Agreement the Company is issuing to the\nPurchaser a warrant to acquire their common stock in the form attached hereto on\nExhibit C, respectively (the \"Warrant\");\n\n     NOW, THEREFORE, in consideration of the foregoing recitals, the mutual\npromises hereinafter set forth, and other good and valuable consideration, the\nreceipt and sufficiency of which are hereby acknowledged, the parties hereto\nagree as follows:\n\n                                   SECTION 1\n\n          Agreement to Purchase and Sell Common Stock and the Warrant\n\n     1.1  Agreement to Purchase and Sell Common Stock.  Upon the terms and\n          -------------------------------------------                     \nsubject to the conditions of this Agreement, the Company hereby agrees to sell\nto the Purchaser at the Closing (as defined below), and the Purchaser agree to\npurchase from the Company at the Closing, an aggregate of  602,258 shares\nconsisting of the number of shares of Common Stock, (the \"Shares\") shown\nopposite each such Purchaser's name on the Schedule of Purchaser hereto at a\nprice of $16.604167 per share (the \"Per Share Purchase Price\") for an aggregate\npurchase price of $9,999,992.41.\n\n     1.2  Agreement to Grant the Warrant.  Upon the terms and conditions of this\n          ------------------------------                                        \nAgreement, the Company agrees to grant to the Purchaser for additional\nconsideration of $0.01 per Share and the Purchaser agrees to accept a Warrant\nfor the purchase of the number of shares of Common Stock, as shown opposite the\nPurchaser's name on the Schedule of Purchaser hereto, or an aggregate of\n120,452 shares exercisable at the Per Share Purchase Price for the aggregate\nadditional consideration of $ 1,204.52. ( the \"Warrant Shares\").\n\n                                       1\n\n \n                                   SECTION 2\n\n                            Closing Date; Delivery\n\n     2.1  Closing Date. The Closing of the purchase and sale of the Shares\n          ------------\nhereunder (the \"Closing\") shall be held at the offices of the Company at 5:00\np.m., as soon as practicable but in no event (i) more than three (3) business\ndays after satisfaction of all the conditions other than those that are to be\nsatisfied as of the Closing or (ii) sooner than July 17, 2000, or at such other\ntime and place as the Company and the Purchaser mutually agree (the date of the\nClosing being hereinafter referred to as the \"Closing Date\").\n\n     2.2  Delivery.  At the Closing, the Company will deliver to the Purchase\n          --------\ncertificate or certificates representing the Shares and a duly \nexecutded Warrant\nas purchased by each such Purchaser against payment of the aggregate purchase\nprice as provided in Section 1.1 by wire transfer of immediately available funds\nto an account designated by the Company. Each certificate or certificates\nrepresenting the Shares shall be subject to the following legend restricting\ntransfer under the Securities Act of 1933, as amended (the \"Securities Act\"):\n\n     THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER\n     THE SECURITIES ACT OF 1933, AS AMENDED (THE \"SECURITIES ACT\"), OR ANY STATE\n     SECURITIES LAW.  NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE\n     SHALL BE VALID OR EFFECTIVE UNLESS (A) SUCH TRANSFER IS MADE PURSUANT TO AN\n     EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE\n     WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (B) THE HOLDER SHALL DELIVER\n     TO THE COMPANY AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY\n     ACCEPTABLE TO THE COMPANY THAT SUCH PROPOSED TRANSFER IS EXEMPT FROM THE\n     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OF ANY APPLICABLE STATE\n     SECURITIES LAWS.\n\n          The Company agrees to remove the legend set forth in the preceding\nparagraph upon receipt of an opinion of counsel in form and substance reasonably\nsatisfactory to the Company that the Shares or the shares of Common Stock\nissuable upon conversion of the Shares are eligible for transfer without\nregistration under the Securities Act or if sold under Rule 144 such evidence of\ncompliance as is customarily required.\n\n                                   SECTION 3\n\n                 Representations and Warranties of the Company\n\n     Except as disclosed in a document referring specifically to the\nrepresentations and warranties in this Agreement which identifies by section\nnumber the section and subsection to which such disclosure relates and is\ndelivered by Company to the Purchaser prior to the execution of this Agreement\n(which is attached as Exhibit A hereto), the Company hereby represents and\nwarrants to the Purchaser as follows:\n\n                                       2\n\n \n     3.1  Organization.  The Company is a corporation duly organized and validly\n          ------------\n     existing under the laws of the State of Washington.  The Company has the\nrequisite corporate power to own and operate its properties and assets, and to\ncarry on its business as presently conducted and as proposed to be conducted.\nThe Company is qualified to do business as a foreign corporation in each\njurisdiction in which the ownership of its property or the nature of its\nbusiness requires such qualification, except where the failure to be so\nqualified would not have a materially adverse effect on the Company and its\nsubsidiaries, taken as a whole.\n\n     3.2  Authorization.  All corporate action on the part of the Company\n          -------------\nnecessary for the authorization, execution, delivery and performance of this\nAgreement, the Warrants and the [Registration Rights Agreement (attached as\nExhibit B hereto)] by the Company and the authorization, sale, issuance and\ndelivery of the Shares, the Warrants and the Warrant Shares hereunder has been\ntaken.  This Agreement, the Warrant and the Registration Rights Agreement\nconstitute legal, valid and binding obligations of the Company enforceable in\naccordance with their respective terms, subject to laws of general application\nrelating to bankruptcy, insolvency and the relief of debtors and rules of law\ngoverning specific performance, injunctive relief or other equitable remedies,\nand to limitations of public policy as they may apply to Section 6 of the\nRegistration Rights Agreement.  Upon their issuance and delivery pursuant to\nthis Agreement and the Warrant, the Shares and the Warrant Shares will be\nvalidly issued, fully paid and nonassessable and free of any preemptive rights\nor other encumbrances.  The issuance and sale of the Shares, the Warrants and\nthe Warrant Shares will not give rise to any preemptive rights or rights of\nfirst refusal on behalf of any person in existence on the date hereof.\n\n     3.3  No Conflict. The execution and delivery of this Agreement, the Warrant\n          -----------\nand the Registration Rights Agreement do not, and the consummation of the\ntransactions contemplated hereby and thereby will not, conflict with, or result\nin any violation of, or default (with or without notice or lapse of time, or\nboth), or give rise to a right of termination, cancellation or acceleration of\nany obligation or to a loss of a material benefit under, any provision of the\nArticles of Incorporation or Bylaws of the Company or any mortgage, indenture,\nlease or other agreement or instrument, permit, concession, franchise, license,\njudgment, order, decree, statute, law, ordinance, rule or regulation applicable\nto the Company, its properties or assets, the effect of which would have a\nmaterial adverse effect on the Company and its subsidiaries, taken as a whole,\nor materially impair or restrict the Company's power to perform its obligations\nas contemplated under said agreements.\n\n     3.4  SEC Documents. The Company has filed all required reports, schedules,\n          -------------  \nforms, statements and other documents required to be filed by the Company with\nthe Securities and Exchange Commission (the \"SEC\") on and after November 9, 1999\n(including the registration statement filed in connection with the Company's\ninitial public offering, the \"SEC Documents\"). As of their respective dates, the\nSEC Documents complied in all material respects with requirements of the\nSecurities Act or the Securities Exchange Act of 1934, as amended (the \"Exchange\nAct\"), as the case may be and the rules and regulations of the SEC promulgated\nthereunder applicable to such SEC Documents, and none of the SEC Documents,\nexcept to the extent that information contained in any SEC Document has been\nrevised or superseded by a later Filed SEC Document (as defined below),\ncontained any untrue statement of\n\n                                       3\n\n \na material fact or omitted to state a material fact required to be stated\ntherein or necessary in order to make the statements therein, in light of the\ncircumstances under which they were made, not misleading. The financial\nstatements of the Company included in the Company's prospectus dated November 9,\n1999 and the forms 10-Q filed February 14, 2000 and May 15, 2000 comply in all\nmaterial respects with applicable accounting requirements and the published\nrules and regulations of the SEC with respect thereto, have been prepared in\naccordance with U.S. generally accepted accounting principles (\"GAAP\") applied\non a consistent basis during the periods involved (except as may be indicated in\nthe notes thereto or as described in writing to the Purchaser prior to the date\nhereof) and fairly present the consolidated financial position of the Company\nand its consolidated subsidiaries as of the dates thereof and the consolidated\nresults of their operation and cashflows for the periods then ending in\naccordance with GAAP (subject, in the case of the unaudited statements, to\nnormal year end audit adjustments). Except as set forth in the Filed SEC\nDocuments (as defined below), neither the Company nor any of its subsidiaries\nhas any material liabilities or obligations of any nature (whether accrued,\nabsolute, contingent or otherwise) required by GAAP to be set forth on a\nconsolidated balance sheet of the Company and its consolidated subsidiaries or\nin the notes thereto that was not so disclosed other than any liabilities or\nobligations which could not reasonably be expected to have a material adverse\neffect on the Company and its subsidiaries taken as a whole.\n\n     3.5  Absence of Certain Changes or Events. Except as disclosed in the SEC\n          ------------------------------------\nDocuments filed and publicly available (either on the EDGAR system or by\ndelivery to the Purchaser) prior to the date of this Agreement (the \"Filed SEC\nDocuments\"), since the date of the most recent audited financial statements\nincluded in the Filed SEC Documents, there has not been (i) any declaration,\nsetting aside or payment of any dividend or distribution (whether in cash, stock\nor property) with respect to any of the Company's capital stock, (ii) any split,\ncombination or reclassification of any of its capital stock or any issuance or\nthe authorization of any issuance of any other securities in respect of, in lieu\nof or in substitution for shares of its capital stock, (iii) any damage,\ndestruction or loss of property, whether or not covered by insurance, that has\nor is likely to have a material adverse effect on the Company and its\nsubsidiaries taken as a whole, (iv) any change in accounting methods, principles\nor practices by the Company materially affecting its assets, liabilities, or\nbusiness, except insofar as may have been required by a change in GAAP, (v) any\nmaterial adverse effect on the Company and its subsidiaries taken as a whole,\n(vi) any amendment, waiver or compromise of a material right of the Company or\nobligation owed to the Company under any of the Material Contracts (as defined\nbelow), (vii) any written notice from the SEC in connection with any\ninvestigation or action by the SEC which investigation or action seeks to, or\ncould reasonably be expected to result in, the restatement by the Company of any\nof its current or previously disclosed financial statements, and to the actual\nknowledge of any of the executive officers of the Company (\"Knowledge\"), no such\ninvestigation or action has been threatened by, or is being considered by, the\nSEC and no facts or circumstances exist that could reasonably be expected to\nresult in any such investigation, action or restatement of financial statements,\nor (viii) any discussion except as otherwise disclosed with any representative\nof any entity regarding the consolidation or merger of the Company with or into\nany such entity, regarding the sale, conveyance or disposition of all or\nsubstantially all of the assets of the Company to such entity, regarding any\ntransactions in which more than 50% of the voting power of the Company is\ndisposed of, or regarding any other form of acquisition, liquidation,\ndissolution or winding up of the Company.\n\n                                       4\n\n \n     3.6    Governmental Consent, etc In reliance on the representations of the\n            -------------------------\nPurchaser contained herein, no consent, approval or authorization of, or\ndesignation, declaration or filing with, any governmental authority on the part\nof the Company is required in connection with the valid execution and delivery\nof this Agreement, or the offer, sale or issuance of the Shares, the Warrants or\nthe Warrant Shares, or the consummation of any other transaction contemplated\nhereby or thereby, except such filings as may be required to be made with the\nSEC and the National Association of Securities Dealers, Inc.\n\n     3.7    Private Placement. Subject in part to the truth and accuracy of the\n            -----------------\nPurchaser' representations set forth in this Agreement, the offer, sale and\nissuance of the Shares and the Warrants as contemplated by this Agreement is\nexempt, and the exercise of the Warrants and issuance of the Warrant Shares will\nbe exempt, from the registration requirements of the Securities Act.\n\n     3.8    Litigation. Except as is disclosed in the Filed SEC Documents, there\n            ----------\nis no suit, action or proceeding pending against the Company or any of its\nsubsidiaries that, individually or in the aggregate, would (i) have a material\nadverse effect on the Company and its subsidiaries taken as a whole, (ii) impair\nthe ability of the Company to perform its obligations under this Agreement and\nthe Registration Rights Agreement, or (iii) prevent the consummation of any of\nthe transactions contemplated by said agreements.\n\n     3.9.   Compliance with Other Instruments. The Company is not in violation\n            ---------------------------------\nor default of any provision of its Certificate of Incorporation or By-laws, each\nas amended and in effect as of the Closing. The Company it is not in material\nviolation or default, and to the Company's Knowledge no other party thereto is\nin violation or default, (with or without notice or passage of time, or both) of\nany provision of any instrument, mortgage, deed of trust, loan, contract,\ncommitment, judgement, decree, order or obligation to which it is a party or by\nwhich it or any of its properties or assets are bound which would materially\nadversely affect the condition (financial or otherwise), business, property,\nassets or liabilities of the Company, taken as a whole, or, to the Company's\nKnowledge, of any provision of any federal, state or local statute, rule or\ngovernmental regulation which would materially adversely affect the condition\n(financial or otherwise), business, property, assets or liabilities of the\nCompany, taken as a whole.\n\n     3.10.  Material Contracts. The Filed SEC Documents include as exhibits all\n            ------------------\ncontracts or other written agreements which in the reasonable judgment of the\nCompany required to be filed with the SEC (collectively, the \"Material\nContracts\"). Each Material Contract: (i) is valid and binding on the respective\nparties thereto and is in full force and effect, and (ii) upon consummation of\nthe transactions contemplated by this Agreement, shall continue in full force\nand effect without penalty or other adverse consequence. Neither the Company nor\nany subsidiary is in breach of, or default under, any Material Contract, no\nother party to any Material Contract is in breach thereof or default thereunder,\nand there is no contract, agreement or other arrangement granting any Person any\npreferential right to purchase, other than in the ordinary course of business\nconsistent with past practice, any of the properties or assets of the Company or\nany subsidiary.\n\n                                       5\n\n \n     3.11 Capitalization.\n          -------------- \n\n          (a)  As of the date of this Agreement, the authorized capital stock of\nthe Company consists of 120,000,000 shares of the Common Stock and 10,000,000\nshares of preferred stock, par value $.01 per share, of the Company (the\n\"Company Preferred Stock\").\n\n          (b)  As of March 31, 2000, there were approximately (1) 44,331,000\nshares of the Common Stock issued and outstanding, (2) no shares of the Company\nPreferred Stock issued and outstanding, (3) 14,716,493 shares of the Common\nStock reserved for issuance upon exercise of outstanding stock options issued by\nthe Company to current or former employees and directors of the Company and its\nsubsidiaries, and (4) no other shares or options, warrants or other rights to\nacquire shares of capital stock of the Company or securities convertible into\ncapital stock of the Company.\n\n          (c)  All outstanding shares of the Common Stock are duly authorized,\nvalidly issued, fully paid and nonassessable, free from any liens created by the\nCompany with respect to the issuance and delivery thereof and not subject to\npreemptive rights.\n\n          (d)  Other than as disclosed in the Filed SEC Documents, there are no\noutstanding rights, options, warrants, preemptive rights, rights of first\nrefusal agreements, commitments or similar rights for the purchase or\nacquisition from the Company of any securities of the Company.\n\n     3.12 Registration Rights. All registration or similar rights relating to\n          -------------------\nthis Agreement shall be governed by the Registration Rights Agreement, attached\nas Exhibit B hereto, of equal date herewith. Except as provided in the\nRegistration Rights Agreement and Filed SEC Documents, the Company has not\ngranted or agreed to grant any registration rights, including piggyback rights,\nto any person or entity.\n\n\n                                   SECTION 4\n\n                Representations and Warranties of the Purchaser\n\n     The Purchaser hereby represents and warrants to the Company as follows:\n\n     4.1  Organization. The Purchaser is a corporation duly organized and\n          ------------\nvalidly existing under the laws of the State of Washington, with all requisite\nstatutory power and authority to own, lease and operate its properties and to\nconduct its business as now being conducted.\n\n     4.2  Authority. All requisite action on the part of the Purchaser necessary\n          ---------\nfor the authorization, execution, delivery and performance of this Agreement,\nthe Warrant [and the Registration Rights Agreement] by the Purchaser has been\ntaken. This Agreement, the Warrant [and the Registration Rights Agreement] have\nbeen duly executed and delivered by the Purchaser and constitute legal, valid\nand binding obligations of the Purchaser, enforceable in accordance with their\nrespective terms, subject to laws of general application relating to bankruptcy,\ninsolvency and the relief of debtors and rules of law governing specific\nperformance, injunctive\n\n                                       6\n\n \nrelief or other equitable remedies, and to limitations of public policy as they\nmay apply to Section 6 of the Registration Rights Agreement. The execution and\ndelivery of said agreements do not, and the consummation of the transactions\ncontemplated hereby and thereby will not, conflict with or result in any\nviolation of any obligation under any provision of the Limited Partnership\nAgreement of the Purchaser or any judgment, order, decree, statute, law,\nordinance, rule or regulation applicable to the Purchaser.\n\n     4.3  Investment. The Purchaser is acquiring the Shares, the Warrants and\n          ---------- \nthe Warrant Shares for investment for its own account, not as a nominee or\nagent, and not with a view to, or for resale in connection with, any\ndistribution thereof. The Purchaser understands that neither the Shares nor the\nWarrant Shares have been registered under the Securities Act by reason of a\nspecific exemption from the registration provisions of the Securities Act which\ndepends upon, among other things, the bona fide nature of the investment intent\nand the accuracy of the Purchaser's representations and warranties contained\nherein. Nothing contained in this Section 4.3 shall limit in any respect the\nCompany's representations and warranties contained in this Agreement, the\nWarrants or any other written instrument delivered by the Company to the\nPurchaser hereunder or thereunder.\n\n     4.4  Disclosure of Information. The Purchaser has had full access to all\n          ------------------------- \ninformation it considers necessary or appropriate to make an informed investment\ndecision with respect to the Shares and the Warrant to be purchased by the\nPurchaser under this Agreement. The Purchaser further has had an opportunity to\nask questions and receive answers from the Company regarding the terms and\nconditions of the offering of the Shares and the Warrant and to obtain\nadditional information necessary to verify any information furnished to the\nPurchaser or to which the Purchaser had access.\n\n     4.5  Investment Experience.  The Purchaser understands that the purchase of\n          ---------------------                                                 \nthe Shares, the Warrant and the Warrant Shares involves substantial risk.  The\nPurchaser has experience as an investor in securities of companies and\nacknowledges that it is able to fend for itself, can bear the economic risk of\nits investment in the Shares, the Warrant and the Warrant Shares and has such\nknowledge and experience in financial or business matters that it is capable of\nevaluating the merits and risks of this investment in the Shares, the Warrant\nand the Warrant Shares and protecting its own interests in connection with this\ninvestment.\n\n     4.6  Accredited Investor Status.  The Purchaser is an \"accredited investor\"\n          --------------------------                                            \nwithin the meaning of Regulation D promulgated under the Securities Act.\n\n     4.7  Restricted Securities.  The Purchaser understands that the Shares to\n          ---------------------\nbe purchased by the Purchaser hereunder and pursuant to the Warrant are\ncharacterized as \"restricted securities\" under the Securities Act inasmuch as\nthey are being acquired from the Company in a transaction not involving a public\noffering and that under the Securities Act and applicable regulations thereunder\nsuch securities may be resold without registration under the Securities Act only\nin certain limited circumstances.  The Purchaser is familiar with Rule 144 of\nthe Securities Act, as presently in effect, and understands the resale\nlimitations imposed thereby and by the Securities Act.  The Purchaser\nunderstands that the Company is under no obligation to register\n\n                                       7\n\n \nany of the Shares sold hereunder or pursuant to the Warrant except as provided\nin the Registration Rights Agreement.\n\n     4.8  Governmental Consent, etc. In reliance on the representations of the\n          -------------------------\nCompany contained herein, no consent, approval or authorization of, or\ndesignation, declaration or filing with, any governmental authority on the part\nof the Purchaser is required in connection with the valid execution and delivery\nof this Agreement, or the offer, sale or issuance of the Shares, or the\nconsummation of any other transaction contemplated hereby, except such filings\nas may be required to be made with the SEC and the National Association of\nSecurities Dealers, Inc.\n\n                                   SECTION 5\n\n                   Conditions to Obligation of the Purchaser\n\n     The Purchaser's obligation to purchase the Shares at the Closing is subject\nto the fulfillment on or prior to the Closing Date of the following conditions:\n\n     5.1  Representations and Warranties, Performance. Each of the\n          -------------------------------------------\nrepresentations and warranties of the Company contained in Section 3 and 7.7\nwill be true and correct on and as of the date hereof and on and as of the\nClosing Date with the same effect as though such representations and warranties\nhad been made as of the Closing Date. The Company shall have performed and\ncomplied in all material respects with all covenants, agreements, obligations\nand conditions contained in this Agreement that are required to be performed or\ncomplied with by it on or before the Closing. The Purchaser shall have received\na certificate signed by an officer of the Company to such effect on the Closing\nDate.\n\n     [5.2  No Order Pending; HSR.  There shall not then be in effect any order\n           ---------------------                                              \nenjoining or restraining the transactions contemplated by this Agreement. All\nwaiting periods applicable to the purchase of the Shares under the HSR Act shall\nhave been terminated or expired.]\n\n     5.3  No Law Prohibiting or Restricting Sale of the Shares. There shall not\n          ----------------------------------------------------\nbe in effect any law, rule or regulation prohibiting or restricting the sale of\nthe Common Stock (including without limitation the Shares and the Warrant\nShares) or the Warrants, or requiring any consent or approval of any person\nwhich shall not have been obtained to issue the Common Stock.\n\n     5.4  Registration Rights Agreement. The Company shall have executed and\n          -----------------------------\ndelivered the Registration Rights Agreement substantially in the form attached\nhereto as Exhibit B.\n\n     5.5  Opinion. The Purchaser shall have received from Preston Gates &amp; Ellis\n          -------\nLLP, counsel to the Company, an opinion dated as of the Closing covering the\nsubstantive issues in the form attached hereto as Exhibit D.\n\n     5.6  Common Stock Warrant. The Company shall have delivered the Warrants to\n          --------------------\nthe Purchaser, contingent on the closing of the offering contemplated hereby.\n\n                                       8\n\n \n     5.7  TVC Closing. The closing provided for in the Common Stock Purchase\nAgreement among the Company and TCV IV, L.P., a Delaware limited partnership,\nand TCV IV Strategic Partners, L.P., a Delaware limited partnership dated as of\nJune 25, 2000 shall have occurred.\n\n     5.8  Listing. The Shares and the Warrant Shares shall have been approved\n          -------\nfor listing, subject only to notice of issuance, on the NASDAQ National Market.\n\n                                   SECTION 6\n\n                    Conditions to Obligation of the Company\n\n     The Company's obligation to sell and issue the Shares at the Closing is\nsubject to the fulfillment on or prior to the Closing Date of the following\nconditions:\n\n     6.1  Representations and Warranties. The representations and warranties of\n          ------------------------------\nthe Purchaser, as applicable, contained in Section 4 and 7.7 will be true and\ncorrect on and as of the date hereof and on and as of the Closing Date with the\nsame effect as though such representations and warranties had been made as of\nthe Closing Date. The Company shall have received a certificate signed on behalf\nof the Purchaser by an officer of such Purchaser to such effect on the Closing\nDate.\n\n     6.2  No Order Pending; HSR. There shall not then be in effect any order\n          ---------------------\nenjoining or restraining the transactions contemplated by this Agreement. All\nwaiting periods applicable to the purchase of the Shares under the HSR Act shall\nhave been terminated or expired.\n\n     6.3  No Law Prohibiting or Restricting the Sale of the Shares. There shall\n          --------------------------------------------------------\nnot be in effect any law, rule or regulation prohibiting or restricting the sale\nof the Shares, or requiring any consent or approval of any person which shall\nnot have been obtained to issue the Shares with full benefits afforded the\nCommon Stock (except as otherwise provided in this Agreement).\n\n     [6.4  Registration Rights Agreement. The Purchaser shall have executed and\n           -----------------------------\ndelivered the Registration Rights Agreement substantially in the form attached\nhereto as Exhibit B.]\n\n                                   SECTION 7\n\n                                 Miscellaneous\n\n     7.1  Commercially Reasonable Efforts. Each of the Company and the Purchaser\n          -------------------------------\nshall use its commercially reasonable best efforts to take all actions required\nunder any law, rule or regulation adopted subsequent to the date hereto to\nensure that the conditions to the Closing set forth herein are satisfied on or\nbefore the Closing Date.\n\n     7.2  Governing Law. This Agreement shall be governed in all respects by the\n          -------------\ninternal laws of the State of Washington as applied to contracts entered into\nsolely between residents of,\n\n                                       9\n\n \nand to be performed entirely within, such state, and without reference to\nprinciples of conflicts of laws or choice of laws.\n\n  7.3  Survival.  The representations and warranties in Sections 3, 4 and 7.7 of\n       --------                                                                 \nthis Agreement shall survive for one year after the Closing.\n\n  7.4  Successors and Assigns.  This Agreement shall be binding upon and shall\n       ----------------------                                                 \ninure to the benefit of the parties hereto and their respective successors and\nassigns.\n\n  7.5  Entire Agreement; Amendment.  This Agreement, the Warrant, the\n       ---------------------------                                   \nRegistration Rights Agreement constitute the full and entire understanding and\nagreement between the parties with regard to the subject matter hereof and\nthereof and supersede all prior agreements and understandings among the parties\nrelating to the subject matter hereof [(including without limitation the Letter\nof Intent dated June 14, 2000 from TCV IV, L.P. to the Company)]. Neither this\nAgreement nor any term hereof may be amended, waived, discharged or terminated\nother than by a written instrument signed by the party against whom enforcement\nof any such amendment, waiver, discharge or termination is sought.\n\n  7.6  Notices. All notices, requests, demands or other communications which are\n       -------\nrequired or may be given pursuant to the terms of this Agreement shall be in\nwriting and shall be deemed to have been duly given: (i) on the date of delivery\nif personally delivered by hand, (ii) upon the third day after such notice is\ndeposited in the United States mail, if mailed by registered or certified mail,\npostage prepaid, return receipt requested, (iii) upon the first day after such\nnotice is deposited with a nationally recognized overnight express courier, or\n(iv) upon the receipt of a written confirmation (other than the automatic\nconfirmation that is received from the recipient's facsimile machine) of receipt\nby the recipient of such notice if sent by facsimile:\n\n       (a)  if to the Company, to it at:\n\n            Expedia, Inc.\n            13810 SE Eastgate Way, Suite 400\n            Bellevue, WA 98005\n            Attention: Mark S. Britton, Vice President and General Counsel\n            Telephone No.: (425) 564-7332\n            Facsimile No.: (425) 564-7240\n\n       with a copy to:\n \n            Richard B. Dodd, Esq.\n            Preston Gates &amp; Ellis LLP\n            701 Fifth Avenue, Suite 5000\n            Seattle, WA 98104-7078\n            Facsimile Number: (206) 623-7022\n\n \n       (b)  if to the Purchaser, to:\n\n                                       10\n\n \n               Microsoft Corporation\n               One Microsoft Way\n               Redmond, WA 98052\n               Attention: Chief Financial Officer\n               Phone:  425-882-8080\n               Fax: 425-936-7329\n\n\n          with a copy to:\n\n               Microsoft Corporation\n               One Microsoft Way\n               Redmond, WA 98052\n               Attention: Deputy General Counsel, Finance and Operations\n               Phone:  425-882-8080\n               Fax:  425-936-7329\n\n\n\n     7.7  Brokers. \n          -------\n\n          (a)  The Company has not engaged, consented to or authorized any\nbroker, finder or intermediary to act on its behalf, directly or indirectly, as\na broker, finder or intermediary in connection with the transactions\ncontemplated by this Agreement. The Company hereby agrees to indemnify and hold\nharmless the Purchaser from and against all fees, commissions or other payments\nowing to any party acting on behalf of the Company hereunder.\n\n          (b)  The Purchaser have not engaged, consented to or authorized any\nbroker, finder or intermediary to act on their behalf, directly or indirectly,\nas a broker, finder or intermediary in connection with the transactions\ncontemplated by this Agreement. The Purchaser hereby agree, severally and not\njointly in proportion to their respective investments hereunder, to indemnify\nand hold harmless the Company from and against all fees, commissions or other\npayments owing to any party acting on behalf of such Purchaser hereunder.\n\n     [7.8  Fees, Costs and Expenses.  The Company shall pay all fees, costs and\n           ------------------------                                            \nexpenses (including attorneys' fees and expenses and HSR fees) incurred by the\nCompany and the Purchaser in connection with the preparation, negotiation and\nexecution of this Agreement, the Warrants and the Registration Rights Agreement\nand the consummation of the transactions contemplated hereby and thereby,\nprovided that such fees and expenses of the Purchaser are based on standard\nhourly billable rates and do not exceed an estimate provided in a letter from\nthe Purchaser to the Company upon the execution of this Agreement and fees and\nexpenses \n\n                                       11\n\n \nincurred in a registration of the Shares or the Warrant Shares shall be\nreimbursed only as provided in the Registration Rights Agreement.]\n\n     7.9  Severability.  If any term, provision, covenant or restriction of this\n          ------------\nAgreement or the Registration Rights Agreement is held by a court of competent\njurisdiction to be invalid, void or unenforceable, the remainder of the terms,\nprovisions, covenants and restriction of this Agreement shall remain in full\nforce and effect and shall in no way be affected, impaired or invalidated.\n\n     7.10 Counterparts.  This Agreement may be executed in two or more partially\n          ------------\nor fully executed counterparts and by facsimile signatures each of which shall\nbe deemed an original and shall bind the signatory, but all of which together\nshall constitute but one and the same instrument. The execution and delivery of\na Signature Page - Common Stock Purchase Agreement in the form attached to this\nAgreement by any party hereto who shall have been furnished the final form of\nthis Agreement shall constitute the execution and delivery of this Agreement by\nsuch party.\n\n     7.11 Initial Public Announcement. The Company and the Purchaser shall each\n          ---------------------------\nagree on the form and content of the initial public announcement which shall be\nmade concerning this Agreement and the Registration Rights Agreement and the\ntransactions contemplated hereby and thereby, and neither the Company nor the\nPurchaser shall make such public announcement without the consent of the other,\nexcept as required by law.\n\n     7.12 Legal Fees. If any action at law or in equity (including arbitration)\n          ----------\nis necessary to enforce or interpret the terms of this Agreement, the\nRegistration Rights Agreement or any Warrant the prevailing party shall be\nentitled to reasonable attorneys' fees, costs and necessary disbursements in\naddition to any other relief to which such party may be entitled.\n\n     7.13 Delays or Omissions. No delay or omission to exercise any right, power\n          -------------------\nor remedy accruing to any holder of any Shares upon any breach or default of the\nCompany under this Agreement shall impair any such right, power or remedy of\nsuch holder, nor shall it be construed to be a waiver of any such breach or\ndefault, or an acquiescence therein, or of or in any similar breach or default\nthereafter occurring; nor shall any waiver of any single breach or default be\ndeemed a waiver of any other breach or default theretofore or thereafter\noccurring. Any waiver, permit, consent or approval of any kind or character on\nthe part of any holder of any breach or default under this Agreement, or any\nwaiver on the part of any holder of any provisions or conditions of this\nAgreement, must be in writing and shall be effective only to the extent\nspecifically set forth in such writing or as provided in this Agreement. All\nremedies, either under this Agreement or by law or otherwise afforded to any\nholder, shall be cumulative and not alternative.\n\n\n                     [this space left intentionally blank]\n\n                                       12\n\n \n                SIGNATURE PAGE--COMMON STOCK PURCHASE AGREEMENT\n     \nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nexecuted by their respective authorized officers as of the date set forth above.\n\n                         EXPEDIA, INC.\n\n                         By: \/S\/ Gregory S. Stanger\n                            ----------------------------------------------\n\n                         Name: Gregory S. Stanger\n                              --------------------------------------------\n                         \n                         Title: Vice President and Chief Financial Officer\n                               ------------------------------------------- \n\n\n                         MICROSOFT CORPORATION\n\n                         \n                         By: \/s\/ Amar Nehru\n                            ---------------------------------------------- \n\n                         Name: Amar Nehru\n                              -------------------------------------------- \n\n                         Title: Vice President, Corporate Development\n                               ------------------------------------------- \n                                       13\n\n \n                                   EXHIBIT A\n\n\n                          EXPEDIA DISCLOSURE SCHEDULE\n\n\nSection 3.5 (viii)\n\nExpedia has had disclosures with other parties relating to matters covered by\nclause (viii) of Section 3.5, the details of which have been discussed with Mr.\nBruce Jaffe. Additional discussions may occur prior to the Closing, the\nexistence of which shall not form the basis for a breach of a representation or\na failure of the conditions to Closing provided that the material substances of\nsuch disclosures are disclosed to Mr. Bruce Jaffe.\n\n                                       14\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7491,8221],"corporate_contracts_industries":[9513,9525],"corporate_contracts_types":[9622,9627],"class_list":["post-43357","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-expedia-inc","corporate_contracts_companies-microsoft-corp","corporate_contracts_industries-technology__software","corporate_contracts_industries-transportation__services","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43357","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43357"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43357"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43357"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43357"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}