Exhibit 3.1

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (as the same may be amended from time to time, the “ DGCL ”).

ARTICLE IV

AUTHORIZED STOCK

The total number of shares of capital stock which the Corporation will have authority to issue is three hundred seventy six million (376,000,000) shares, of which:

(1)                                  three hundred twenty six million (326,000,000) shares will be of a class designated as Common Stock, par value $0.01 per share (“ Common Stock ”), and such class will be divided into series as follows:

a.               one hundred sixty million (160,000,000) shares of Common Stock will be of a series designated as “Series A Common Stock” (the “ Series A Common Stock ”);

b.               six million (6,000,000) shares of Common Stock will be of a series designated as “Series B Common Stock” (the “ Series B Common Stock ”);

c.                one hundred sixty million (160,000,000) shares of Common Stock will be of a series designated as “Series C Common Stock” (the “ Series C Common Stock ”); and

(2)                                  fifty million (50,000,000) shares will be of a class designated as Preferred Stock, par value $0.01 per share (“ Preferred Stock ”), which are undesignated as to series and are issuable in accordance with the provisions of Article IV, Section C hereof and the DGCL.

Upon this Restated Certificate of Incorporation (as it may from time to time hereafter be amended or restated, this “ Restated Certificate ”) becoming effective pursuant to the DGCL (the “ Effective Time ”), the shares of Common Stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall automatically be reclassified as (i) X (as defined below) number of shares of the Series A Common Stock, par value $0.01 per share, (ii) Y (as defined below) number of shares of the Series B Common Stock, par value $0.01 per share, and (iii) Z (as defined below) number of shares of the Series C Common Stock, par value $0.01 per share, in each case, without any action by the holder thereof.  As used in this paragraph, “X” means the product, rounded down to the nearest whole share, of (i) the number of outstanding shares of Liberty Interactive Corporation’s Series A Liberty Ventures Common Stock, par value $0.01 per share, and (ii) 0.4, “Y” means the product, rounded down to the nearest whole share, of (i) the number of outstanding shares of Liberty Interactive Corporation’s Series B Liberty Ventures Common Stock, par value $0.01 per share, and (ii) 0.4, and “Z” means the product, rounded down to the nearest whole share, of (i) the number of outstanding shares of Liberty Interactive Corporation’s Series C Liberty Ventures Common Stock, par value $0.01 per share, and (ii) 0.4, in each case, as of 4:59 p.m., New York City time, on November 4, 2016.

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The description of the Common Stock and the Preferred Stock, and the powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, or the method of fixing and establishing the same, are as hereinafter set forth in this Article IV.

SECTION A

CERTAIN DEFINITIONS AND INTERPRETATIONS

Unless the context otherwise requires, the terms defined below will have, for all purposes of this Restated Certificate, the meanings herein specified:

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with such Person.

“ Board of Directors ” or “ Board ” means the Board of Directors of the Corporation and, unless the context indicates otherwise, also means, to the extent permitted by law, any committee thereof authorized, with respect to any particular matter, to exercise the power of the Board of Directors of the Corporation with respect to such matter.  The term “entire Board” means the total number of directors that the Corporation would have if there were no vacancies.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by agreement, or otherwise. The terms “Controls”, “Controlled” and “Controlling” will have corresponding meanings.

“ Convertible Securities ” means (x) any securities of the Corporation (other than any series of Common Stock) that are directly or indirectly convertible into or exchangeable for, or that evidence the right to purchase, directly or indirectly, securities of the Corporation or any other Person, whether upon conversion, exercise, exchange, pursuant to anti-dilution provisions of such securities or otherwise, and (y) any securities of any other Person that are directly or indirectly convertible into or exchangeable for, or that evidence the right to purchase, directly or indirectly, securities of such Person or any other Person (including the Corporation), whether upon conversion, exercise, exchange, pursuant to anti-dilution provisions of such securities or otherwise.

“ Diller Assignment ” means that certain Assignment Agreement, dated as of November 4, 2016, between Barry Diller and the Corporation, as such agreement may be amended from time to time.

“ Expedia ” means Expedia, Inc., a Delaware corporation, or any successor to all or substantially all of the assets of Expedia, whether by operation of law or otherwise.

“ Governance Agreement ” means that certain Amended and Restated Governance Agreement, dated as of December 20, 2011, among Expedia, Liberty Interactive Corporation and Barry Diller, as assigned to the Corporation pursuant to the Assignment and Assumption of

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Governance Agreement, dated as of November 4, 2016, as such agreement may be further amended.

“ Person ” means a natural person, corporation, limited liability company, partnership, joint venture, trust, unincorporated association or other legal entity.

“ Series A Convertible Securities ” means Convertible Securities convertible into or exercisable or exchangeable for Series A Common Stock.

“ Series B Convertible Securities ” means Convertible Securities convertible into or exercisable or exchangeable for Series B Common Stock.

“ Series C Convertible Securities ” means Convertible Securities convertible into or exercisable or exchangeable for Series C Common Stock.

“ Stockholders Agreement ” means that certain Amended and Restated Stockholders Agreement, dated as of December 20, 2011, between Liberty Interactive Corporation and Barry Diller, as assigned to the Corporation pursuant to the Assignment and Assumption of Stockholders Agreement, dated as of November 4, 2016, and as amended pursuant to Amendment No. 1 to Stockholders Agreement, dated as of November 4, 2016, as such agreement may be further amended.

“ Subsidiary ” when used with respect to any Person, means any other Person (1) of which (x) in the case of a corporation, at least (A) 50% of the equity or (B) 50% of the voting interests are owned or Controlled, directly or indirectly, by such first Person, by any one or more of its Subsidiaries, or by such first Person and one or more of its Subsidiaries or (y) in the case of any Person other than a corporation, such first Person, one or more of its Subsidiaries, or such first Person and one or more of its Subsidiaries (A) owns at least 50% of the equity interests thereof or (B) has the power to elect or direct the election of at least 50% of the members of the governing body thereof or otherwise has Control over such organization or entity; or (2) that is required to be consolidated with such first Person for financial reporting purposes under U.S. Generally Accepted Accounting Principles, as in effect from to time.

“ Transaction Agreement ” means that certain Amended and Restated Transaction Agreement, dated as of September 22, 2016, by and among Liberty Interactive Corporation, the Corporation, Barry Diller, John C. Malone and Leslie Malone, as such agreement may be amended, restated or amended and restated from time to time in accordance with the terms thereof.

“ Underlying Securities ” means, with respect to any class or series of Convertible Securities, the class or series of securities into which such class or series of Convertible Securities are directly or indirectly convertible, or for which such Convertible Securities are directly or indirectly exchangeable, or that such Convertible Securities evidence the right to purchase or otherwise receive, directly or indirectly.

“ Voting Securities ” means the Series A Common Stock, the Series B Common Stock and any series of Preferred Stock which by the terms of its Preferred Stock Designation is designated

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as a Voting Security; provided, that, each such series of Preferred Stock will be entitled to vote together with the other Voting Securities only as and to the extent expressly provided for in the applicable Preferred Stock Designation.

SECTION B

SERIES A COMMON STOCK, SERIES B COMMON STOCK AND
SERIES C COMMON STOCK

Each share of Series A Common Stock, each share of Series B Common Stock and each share of Series C Common Stock will, except as otherwise provided in this Restated Certificate, be identical in all respects and will have equal rights, powers and privileges.

1.                                       Voting Rights .  Holders of Series A Common Stock will be entitled to one (1) vote for each share of such stock held of record, and holders of Series B Common Stock will be entitled to ten (10) votes for each share of such stock held of record, in each case on all matters on which they are entitled to vote, that are submitted to a vote of stockholders of the Corporation (regardless of whether such holders are voting together with the holders of all Voting Securities, or as a separate class with the holders of one or more series of Common Stock or Preferred Stock, or as a separate series of Common Stock or Preferred Stock, or otherwise); provided , however , that notwithstanding the foregoing, with respect to any vote of stockholders with respect to the election or removal of Common Stock Directors (as defined below) occurring prior to the Series B Director Termination Time (as defined below), holders of Series A Common Stock will be entitled to one (1) vote for each share of such stock held of record, and holders of Series B Common Stock will be entitled to two (2) votes for each share of such stock held of record, with the holders of Series A Common Stock and Series B Common Stock voting together as a separate class.  Holders of Series C Common Stock will not be entitled to any voting powers, except as (and then only to the extent) otherwise required by the laws of the State of Delaware.  If a vote or consent of the holders of Series C Common Stock should at any time be required by the laws of the State of Delaware on any matter, the holders of Series C Common Stock will be entitled to one-hundredth (1/100) of a vote on such matter for each share of Series C Common Stock held of record.

Except (A) as may otherwise be required by the laws of the State of Delaware, (B) as may otherwise be provided in this Restated Certificate, or (C) as may otherwise be provided in any Preferred Stock Designation (as defined in Article IV, Section C hereof), the holders of outstanding shares of Series A Common Stock, the holders of outstanding shares of Series B Common Stock and the holders of outstanding shares of each series of Preferred Stock that is designated as a Voting Security and is entitled to vote thereon in accordance with the terms of the applicable Preferred Stock Designation, will vote as one class with respect to the election of directors and with respect to all other matters to be voted on by stockholders of the Corporation (including, without limitation, and irrespective of the provisions of Section 242(b)(2) of the DGCL, any proposed amendment to this Restated Certificate required to be voted on by the stockholders of the Corporation that would (x) increase (i) the number of authorized shares of Common Stock or any series thereof, (ii) the number of authorized shares of Preferred Stock or any series thereof or (iii) the number of authorized shares of any other class or series of capital stock of the Corporation hereafter established or (y) decrease (i) the number of authorized shares of Common Stock or any series thereof, (ii) the number of authorized shares of Preferred Stock or any series thereof or (iii) the number of authorized shares of any other class or series of capital

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stock of the Corporation hereafter established (but, in each case, not below the number of shares of such class or series of capital stock, as the case may be, then outstanding)) and no separate class or series vote or consent of the holders of shares of any class or series of capital stock of the Corporation will be required for the approval of any such matter.  In the event the holders of the Series C Common Stock are entitled to vote on any matter that may be submitted to a vote of stockholders of the Corporation, such holders will vote as one class with all other stockholders of the Corporation entitled to vote on such matter, unless otherwise required by this Restated Certificate, the laws of the State of Delaware or any Preferred Stock Designation.

2.                                       Conversion Rights .

(a)                                  Each share of Series B Common Stock will be convertible, at the option of the holder thereof, into one fully paid and non-assessable share of Series A Common Stock.  Any such conversion may be effected by any holder of Series B Common Stock by (i) if such holder’s shares of Series B Common Stock are certificated, surrendering such holder’s certificate or certificates for the Series B Common Stock to be converted, duly endorsed, at the office of the Corporation or any transfer agent for the Series B Common Stock, and (ii) providing a written notice to the Corporation at the office of the Corporation or any transfer agent for the Series B Common Stock that such holder elects to convert all or a specified number of shares of Series B Common Stock, which shall state such holder’s name or the names of the nominees in which such holder desires the shares of Series A Common Stock to be issued and, shall, if required by the last sentence of Article IV, Section B.2(b) of this Restated Certificate, be accompanied by payment, or evidence of payment, of applicable issue or transfer taxes.  If required by the Corporation, any certificate representing shares surrendered for conversion in accordance with this Article IV, Section B.2(a) will be accompanied by instruments of transfer, in form satisfactory to the Corporation, duly executed by the holder of such shares or the duly authorized representative of such holder.  Promptly thereafter, if the shares of Series A Common Stock will be represented by a certificate or certificates, the Corporation will issue and deliver to such holder or such holder’s nominee or nominees, a certificate or certificates representing the number of shares of Series A Common Stock to which such holder will be entitled as herein provided.  If less than all of the shares of Series B Common Stock represented by any one certificate (if any) are to be converted, the Corporation will issue and deliver to such holder or such holder’s nominee or nominees a new certificate representing the shares of Series B Common Stock not converted.  If the shares of Series A Common Stock to be issued upon the conversion of the Series B Common Stock are uncertificated, the Corporation shall promptly issue and deliver to such holder, or to his, her or its nominees, a notice of issuance of uncertificated shares or other evidence of shares held in book-entry form.  Such conversion will be deemed to have been made at the close of business on the date of receipt by the Corporation or any such transfer agent of the certificate or certificates (if any), notice and, if required, instruments of transfer and payment or evidence of payment of taxes referred to above, and the Person or Persons entitled to receive the Series A Common Stock issuable on such conversion will be treated for all purposes as the record holder or holders of such Series A Common Stock on that date.  A number of shares of Series A Common Stock equal to the number of shares of Series B Common Stock outstanding

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from time to time will be set aside and reserved for issuance upon conversion of shares of Series B Common Stock.  Shares of Series A Common Stock and shares of Series C Common Stock are not convertible into shares of any other series of Common Stock.

(b)                                  The Corporation will pay any and all documentary, stamp or similar issue or transfer taxes that may be payable in respect of the issue or delivery of shares of Series A Common Stock on conversion of shares of Series B Common Stock pursuant to this Article IV, Section B.2.  The Corporation will not, however, be required to pay any tax that may be payable in respect of any issue or delivery of any shares of Series A Common Stock in a name other than that in which the shares of Series B Common Stock so converted were registered and no such issue or delivery will be made unless and until the Person requesting the same has paid to the Corporation the amount of any such tax or has established to the satisfaction of the Corporation that such tax has been paid.

3.                                       Dividends .

Whenever a dividend, other than a dividend that constitutes a Share Distribution, is paid to the holders of any series of Common Stock then outstanding, the Corporation will also pay to the holders of each other series of Common Stock then outstanding an equal dividend per share.  Dividends will be payable only if, as and when declared by the Board of Directors out of assets of the Corporation legally available therefor.  Whenever a Share Distribution is paid to the holders of any series of Common Stock then outstanding, the Corporation will also pay a Share Distribution to the holders of each other series of Common Stock then outstanding, as provided in Article IV, Section B.4 below.  For purposes of this Article IV, Section B.3 and Article IV, Section B.4 below, a “ Share Distribution ” means a dividend or distribution (including a distribution made in connection with any stock-split, reclassification, recapitalization, dissolution, winding up or full or partial liquidation of the Corporation) payable in shares of any class or series of capital stock, Convertible Securities or other securities of the Corporation or any other Person.

4.                                       Share Distributions .

If at any time a Share Distribution is to be made with respect to any series of Common Stock, such Share Distribution may be declared and paid only as follows:

(a)                                  a Share Distribution (i) consisting solely of shares of Series C Common Stock or Series C Convertible Securities may be declared and paid to holders of Series A Common Stock, Series B Common Stock and Series C Common Stock, on an equal per share basis, or (ii) consisting of (x) shares of Series A Common Stock or Series A Convertible Securities may be declared and paid to holders of Series A Common Stock, on an equal per share basis, (y) shares of Series B Common Stock or Series B Convertible Securities may be declared and paid to holders of Series B Common Stock, on an equal per share basis, and (z) shares of Series C Common Stock or Series C Convertible Securities may be declared and paid to holders of Series C Common Stock, on an equal per share basis; or

(b)                                  a Share Distribution consisting of any class or series of securities of the Corporation or any other Person, other than solely Series A Common Stock, Series B Common

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Stock or Series C Common Stock (or Series A Convertible Securities, Series B Convertible Securities or Series C Convertible Securities), may be declared and paid on the basis of a distribution of (i) identical securities, on an equal per share basis, to holders of Series A Common Stock, Series B Common Stock and Series C Common Stock, (ii) separate classes or series of securities, on an equal per share basis, to the holders of each such series of Common Stock or (iii) a separate class or series of securities to the holders of one or more series of Common Stock and, on an equal per share basis, a different class or series of securities to the holders of all other series of Common Stock; provided , that , in connection with a Share Distribution pursuant to clause (ii) or clause (iii), (1) such separate classes or series of securities (and, if the distribution consists of Convertible Securities, the Underlying Securities) do not differ in any respect other than their relative voting rights (and any related differences in designation, conversion and share distribution provisions, as applicable), with holders of shares of Series B Common Stock receiving the class or series of securities having (or convertible into or exercisable or exchangeable for securities having) the highest relative voting rights and the holders of shares of each other series of Common Stock receiving securities of a class or series having (or convertible into or exercisable or exchangeable for securities having) lesser relative voting rights, in each case, without regard to whether such rights differ to a greater or lesser extent than the corresponding differences in voting rights (and any related differences in designation, conversion and share distribution, as applicable) among the Series A Common Stock, the Series B Common Stock and the Series C Common Stock, and (2) in the event the securities to be received by the holders of shares of Common Stock other than the Series B Common Stock consist of different classes or series of securities, with each such class or series of securities (or the Underlying Securities into which such class or series is convertible or for which such class or series is exercisable or exchangeable) differing only with respect to the relative voting rights of such class or series (and any related differences in designation, conversion and share distribution provisions, as applicable), then such classes or series of securities will be distributed to the holders of each series of Common Stock (other than the Series B Common Stock) (A) as the Board of Directors determines or (B) such that the relative voting rights (and any related differences in designation, conversion and share distribution provisions, as applicable) of the class or series of securities (or the Underlying Securities) to be received by the holders of each series of Common Stock (other than the Series B Common Stock) corresponds to the extent practicable to the relative voting rights (and any related differences in designation, conversion and share distribution provisions, as applicable) of such series of Common Stock, as compared to the other series of Common Stock (other than the Series B Common Stock).

5.                                       Reclassification .

The Corporation will not reclassify, subdivide or combine one series of Common Stock without reclassifying, subdividing or combining each other series of Common Stock, on an equal per share basis.  Any such reclassification, subdivision or combination is subject to Article IX of this Restated Certificate.

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6.                                       Liquidation and Dissolution .

In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and liabilities of the Corporation and subject to the payment in full of the preferential or other amounts to which any series of Preferred Stock are entitled, the holders of shares of Series A Common Stock, the holders of shares of Series B Common Stock and the holders of shares of Series C Common Stock will share equally, on a share for share basis, in the assets of the Corporation remaining for distribution to the holders of Common Stock.  Neither the consolidation or merger of the Corporation with or into any other Person or Persons nor the sale, transfer or lease of all or substantially all of the assets of the Corporation will itself be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Article IV, Section B.6.

7.                                       Protective Covenants .

Notwithstanding the powers, designations, preferences, and relative, participating, optional or other rights and qualifications, limitations or restrictions of any class or series of Preferred Stock or Common Stock then outstanding, from and after the Effective Time until the Series B Director Termination Time, the Corporation shall not (and the Board shall not resolve to):

(a)                                  issue any shares of Series B Common Stock, other than upon exercise in accordance with the terms of Series B Convertible Securities of the Corporation which are outstanding immediately following the Effective Time, without the approval of a majority of the Series B Directors then in office at such time as there is at least one (1) Series B Director in office, in addition to any other vote of the stockholders of the Corporation otherwise required by any applicable law or regulation;

(b)                                  change the number of directors specified herein as constituting the entire Board, including the relative number of Series B Directors and Common Stock Directors constituting such entire Board; and

(c)                                   authorize any merger or consolidation of this Corporation with or into any other corporation or other entity in which the entity surviving such merger or consolidation is not a corporation organized under the laws of the State of Delaware.

SECTION C

PREFERRED STOCK

The Preferred Stock may be issued in one or more series from time to time, with such powers, designations, preferences and relative, participating, optional or other rights and qualifications, limitations or restrictions thereof, as will be stated and expressed in a resolution or resolutions providing for the issue of each such series adopted by the Board of Directors, a copy of which will be filed as required by law (a “ Preferred Stock Designation ”).  The Board of Directors, in the Preferred Stock Designation with respect to a series of Preferred Stock, may,

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without limitation of the foregoing, fix the following with respect to any such series of Preferred Stock:

(i)                                      the distinctive serial designations and the number of authorized shares of such series, which may be increased or decreased, but not below the number of shares thereof then outstanding, in the manner permitted by law (except where otherwise provided in a Preferred Stock Designation);

(ii)                                   the dividend rate or amounts, if any, for such series, the date or dates from which dividends on all shares of such series will be cumulative, if dividends on stock of such series will be cumulative, and the relative preferences or rights of priority, if any, or participation, if any, with respect to payment of dividends on shares of such series;

(iii)                                the rights of the shares of such series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, if any, and the relative preferences or rights of priority, if any, of payment of shares of such series;

(iv)                               the right, if any, of the holders of such series to convert or exchange such stock into or for other classes or series of a class of stock or indebtedness of the Corporation or of another Person, and the terms and conditions of such conversion or exchange, including provision for the adjustment of the conversion or exchange rate in such events as the Board of Directors may determine;

(v)                                  the voting powers, if any, of the holders of such series, including whether such series will be a Voting Security and, if so designated, the terms and conditions on which the holders of such series may vote together with the holders of any other class or series of capital stock of the Corporation; provided , however , that no class or series of Preferred Stock which is issued and outstanding prior to the Series B Director Termination Time may be granted the  right to vote in the election or removal of directors of the Corporation or to elect or appoint any directors;

(vi)                               the terms and conditions, if any, for the Corporation to purchase or redeem shares of such series; and

(vii)                            any other relative rights, powers, preferences and limitations, if any, of such series.

The Board of Directors is hereby expressly authorized to exercise its authority with respect to fixing, designating and issuing various series of the Preferred Stock and determining the powers, designations, preferences and relative, participating, optional or other rights of such series of Preferred Stock, if any, and the qualifications, restrictions or limitations thereof, if any, to the full extent permitted by applicable law, subject to any stockholder vote that may be required by this Restated Certificate or any Preferred Stock Designation.  All shares of any one series of the Preferred Stock will be alike in every particular.  Except to the extent otherwise expressly provided in the Preferred Stock

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Designation for a series of Preferred Stock, the holders of shares of such series will have no voting rights except as may be required by the laws of the State of Delaware.  Further, unless otherwise expressly provided in the Preferred Stock Designation for a series of Preferred Stock, no consent or vote of the holders of shares of Preferred Stock or any series thereof will be required for any amendment to this Restated Certificate that would increase the number of authorized shares of Preferred Stock or the number of authorized shares of any series thereof or decrease the number of authorized shares of Preferred Stock or the number of authorized shares of any series thereof (but not below the number of authorized shares of Preferred Stock or such series, as the case may be, then outstanding).

Except as may be provided by the Board of Directors in a Preferred Stock Designation or by law, shares of any series of Preferred Stock that have been redeemed (whether through the operation of a sinking fund or otherwise) or purchased by the Corporation, or which, if convertible or exchangeable, have been converted into or exchanged for shares of stock of any other class or classes will have the status of authorized and unissued shares of Preferred Stock and may be reissued as a part of the series of which they were originally a part or may be reissued as part of a new series of Preferred Stock to be created by a Preferred Stock Designation or as part of any other series of Preferred Stock.

ARTICLE V

DIRECTORS

SECTION A

NUMBER OF DIRECTORS

The governing body of the Corporation will be the Board of Directors.  Prior to the Series B Director Termination Time, the number of directors constituting the entire Board will be fixed at seven (7), with two (2) directors being Series B Directors and five (5) directors being Common Stock Directors. Following the Series B Director Termination Time, subject to any rights of the holders of any series of Preferred Stock to elect additional directors, the number of directors will not be less than three (3) and the exact number of directors will be fixed by the Board of Directors by resolution from time to time.  Election of directors need not be by written ballot.

SECTION B

DESIGNATION OF DIRECTORS AND CLASSIFICATION OF THE BOARD

1.                                       Series B Directors .

At all times prior to the Series B Director Termination Time, the holders of the outstanding shares of Series B Common Stock, voting or acting by written consent and as a separate class of Common Stock, will have the exclusive right to elect two (2) directors (such directors elected or to be elected by the holders of Series B Common Stock, the “ Series B Directors ,” which term includes those persons serving as the Series B Directors immediately following the Effective Time).  The term of office of each of the Series B Directors will expire at the earlier of (x) the Proxy Swap Termination Date (as defined in the Transaction Agreement)

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(the date and time of such Proxy Swap Termination Date, the “ Series B Director Termination Time ”), and (y) the second (2 nd ) annual meeting of stockholders of the Corporation following the election of each Series B Director or, with respect to each initial Series B Director, the second (2 nd ) annual meeting of stockholders of the Corporation following the Effective Time.  At the Series B Director Termination Time, the right of the holders of the Series B Common Stock to elect the Series B Directors and the term of office of all Series B Directors will immediately expire, and the persons then serving as Series B Directors will immediately cease to be directors of the Corporation.  At the Series B Director Termination Time, the total authorized number of directorships of the Corporation shall be automatically reduced by the total number of authorized Series B Director directorships.  Until the Series B Director Termination Time, each Series B Director will hold office until the earliest of the Series B Director Termination Time, the expiration of his or her term and until his or her respective successor is elected and qualified or until such Series B Director’s earlier death, resignation or removal.

2.                                       Common Stock Directors .

Prior to the Series B Director Termination Time, five (5) directors of the Corporation will be elected by the holders of the outstanding shares of Series A Common Stock and the holders of the outstanding shares of Series B Common Stock, voting together as a single class (such directors elected or to be elected in such manner, the “ Common Stock Directors ,” which term includes those persons serving as the Common Stock Directors immediately following the Effective Time).  Commencing with the annual meeting of stockholders held in 2017, until the Series B Director Termination Time, the term of office of the Common Stock Directors will expire at each annual meeting of stockholders following the Effective Time.  At the Series B Director Termination Time, the Common Stock Directors then in office will become the entire Board and will be classified in accordance with Section B.3(a) of Article V.  Following the Series B Director Termination Time, the directors of the Corporation will hold office in accordance with this Section B of Article V for the applicable term set forth in Section B.3(a) of Article V.  Each Common Stock Director will hold office until the expiration of his or her term and until his or her respective successor is elected and qualified or until such Common Stock Director’s earlier death, resignation or removal.

3.                                       Classified Board of Directors following the Series B Director Termination Time .

(a)                                  Upon the Series B Director Termination Time, the Board shall become classified into three (3) classes:  Class I, Class II and Class III; provided , that any directors elected after the Series B Director Termination Time solely by the holders of any series of Preferred Stock (any such directors, the “ Preferred Stock Directors ”) will not be so classified unless so provided in the Preferred Stock Designation for such series of Preferred Stock.  Each class of directors will consist, as nearly as possible, of a number of directors equal to one-third (1/3) of the then authorized number of members of the Board of Directors (other than any Preferred Stock Directors) authorized as provided in Section A of this Article V.  The Board of Directors is authorized to assign those directors already in office to such classes upon the Series B Director Termination Time.  The term of office of the initial Class I directors will expire at the first (1 st ) annual meeting of stockholders following the Series B Director Termination Time; the term of office of the initial Class II directors will expire at the second (2 nd ) annual meeting of

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stockholders following the Series B Director Termination Time; and the term of office of the initial Class III directors will expire at the third (3 rd ) annual meeting of stockholders following the Series B Director Termination Time.  At each annual meeting of stockholders of the Corporation following the Series B Director Termination Time, the successors of that class of directors whose term expires at that meeting will be elected to hold office in accordance with this Section B of Article V for a term expiring at the third (3 rd ) annual meeting of stockholders following the year of their election.  The directors of each class will hold office until the expiration of the term of such class and until their respective successors are elected and qualified or until such director’s earlier death, resignation or removal.

(b)                                  Following the Series B Director Termination Time, the directors of the Corporation, other than any Preferred Stock Directors, shall be elected by the holders of the outstanding Voting Securities, voting together as a single class.

SECTION C

DIRECTOR VOTING POWERS

Except (x) as otherwise required by law or (y) with respect to voting on any matter that is an Expedia Board Voting Determination (as defined below) or a Splitco Director Determination (as defined below), each director (regardless of whether such director is a Series B Director, a Common Stock Director or a Preferred Stock Director) shall be entitled to one (1) vote on each matter considered by the Board of Directors.  In connection with an election occurring prior to the Series B Director Termination Time of persons (other than persons to be designated as Splitco Directors (as such term is defined in the Governance Agreement)) to serve on the board of directors of Expedia, the Corporation will vote the shares of common stock, par value $0.0001 per share, of Expedia and the shares of Class B common stock, par value $0.0001 per share, of Expedia and any other Common Shares (as defined in the Stockholders Agreement), in each case, which are beneficially owned by the Corporation (and any other Common Shares with respect to which it has the power to vote, whether by proxy or otherwise) and which are entitled to vote in the election of the board of directors of Expedia (collectively, the “ Corporation Expedia Shares ”), only in accordance with a resolution (x) approved by a majority of the votes cast by directors of the Corporation at a meeting at which at least one (1) Series B Director is present or (y) set forth in a unanimous written consent of the Board of Directors at a time when there is at least one (1) Series B Director in office (an “ Expedia Board Voting Determination ”).  For the avoidance of doubt, (x) an Expedia Board Voting Determination will not include the Splitco Director Determination, (y) the Corporation shall not have the power to vote the Corporation Expedia Shares if an Expedia Board Voting Determination has not been made or, if made, holders of Series B Common Stock have taken action subsequent to the making of such Expedia Board Voting Determination and prior to the applicable meeting of Expedia stockholders to remove any Series B Director, in which case the Corporation will not have the power to vote such Corporation Expedia Shares until such time as holders of Series B Common Stock have replaced such removed Series B Director(s) and the Board of Directors has taken action to amend, modify or ratify the Expedia Board Voting Determination and (z) any purported vote of Corporation Expedia Shares in any manner other than as set forth in the Expedia Board Voting Determination shall be null and void and of no force or effect.  With respect to the votes

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of directors with respect to an Expedia Board Voting Determination occurring prior to the Series B Director Termination Time, (i) each Common Stock Director will be entitled to cast one (1) vote and (ii) each Series B Director present at the meeting will be entitled to cast a number of votes equal to the quotient of (A) the total number of Common Stock Directors then authorized, plus one (1), divided by (B) the number of Series B Directors present at such meeting (rounded up to the next whole number of votes).

The Expedia Board Voting Determination (i) shall be made not less than twenty-four (24) business days prior to the date set by Expedia for any annual or special meeting of stockholders of Expedia at which directors are to be elected ( provided , that , in the event the proxy statement for the applicable Expedia stockholder meeting has not been filed with the Securities and Exchange Commission (the “ SEC ”) on or prior to the thirtieth (30 th ) business day prior to the date set by Expedia for the applicable Expedia stockholder meeting, the Expedia Board Voting Determination shall be made as promptly as practical following the filing of such proxy statement with the SEC, and in any event not later than the close of business, New York City time, on the third (3 rd ) Business Day after such proxy statement is filed with the SEC), (ii) may not be made by or delegated to a committee of the Board, and (iii) will be reflected in a resolution or unanimous written consent of the Board as provided in the prior paragraph which, upon adoption, may only be modified, amended or otherwise changed (A) by a resolution approved either (x) unanimously by directors constituting the entire Board (and not by a committee of the Board) or (y) in the event holders of Series B Common Stock have taken action by written consent to fill any vacancy in the Series B Director directorships resulting from removal pursuant to Article V, Section D which action shall have become effective, by a majority of the votes entitled to be cast with respect to an Expedia Board Voting Determination as provided in the prior paragraph, or (B) in a unanimous written consent of the Board at a time when there is at least one (1) Series B Director in office (and not by a committee of the Board) and, in each of clause (A) and clause (B), which will instruct the officers of the Corporation to vote or cause to be voted all Corporation Expedia Shares in accordance with such resolution or unanimous written consent (subject to any action specified in the Splitco Director Determination with respect to the Splitco Directors); provided , that in the event that after the Expedia Board Voting Determination is so adopted, any candidate for election to the board of directors of Expedia for whom the Corporation Expedia Shares are to be voted as specified in the Expedia Board Voting Determination does not stand for election for any reason, then all Corporation Expedia Shares will be voted in favor of the replacement nominee proposed by the Person who nominated the person for whom the Corporation Expedia Shares were to be originally voted.

In connection with decisions relating to the selection of persons to stand for election as Splitco Directors pursuant to the Governance Agreement or the voting of Corporation Expedia Shares with respect to the election of such Splitco Directors to the board of directors of Expedia (each, a “ Splitco Director Determination ”), the Corporation will designate the persons to stand for election as Splitco Directors and will vote the Corporation Expedia Shares for the election of such Splitco Directors only in accordance with a resolution (x) approved by a majority of the votes cast by directors of the Corporation at a meeting or (y) set forth in a unanimous written consent of the Board of Directors.  With respect to the votes of directors with respect to a Splitco Director Determination occurring prior to the Series B Director Termination Time, (i) each

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Common Stock Director will be entitled to cast three (3) votes and (ii) each Series B Director will be entitled to cast one (1) vote.

Splitco Director Determinations relating to the voting of Corporation Expedia Shares with respect to the election of Splitco Directors shall be made at the same meeting (or be set forth in a unanimous written consent on the same date) as the Expedia Board Voting Determination; provided , that in the event that after the Splitco Director Determination is so adopted, any candidate for election to the board of directors of Expedia for whom the Corporation Expedia Shares are to be voted as specified in the Splitco Director Determination does not stand for election for any reason, then all Corporation Expedia Shares will be voted in favor of the replacement nominee proposed by the Board in accordance with the procedures set forth in this Section C with respect to the original candidate for election to the board of directors of Expedia.

Notwithstanding the foregoing, prior to the Series B Director Termination Time, the Corporation will not have the power or authority to vote the Corporation Expedia Shares in the election of directors to serve on the board of directors of Expedia pursuant to the Expedia Board Voting Determination unless, if applicable, the Corporation simultaneously votes the Corporation Expedia Shares in favor of the Splitco Directors designated in accordance with the Governance Agreement and the Splitco Director Determination.

SECTION D

REMOVAL OF DIRECTORS

Prior to the Series B Director Termination Time, (i) any or all Series B Directors may be removed from office, with or without cause, only by the affirmative vote (or written consent) of the holders of at least a majority of the total voting power of the then outstanding shares of Series B Common Stock, voting as a separate class, and (ii) any and all Common Stock Directors may be removed from office, with or without cause, only by the affirmative vote of the holders of at least a majority of the total voting power of the outstanding shares of Series A Common Stock and Series B Common Stock (voting as provided in Article IV, Section B.1), voting together as a single class.  Following the Series B Director Termination Time and subject to the rights of the holders of any series of Preferred Stock, directors may be removed from office only for cause upon the affirmative vote of the holders of at least a majority of the total voting power of the then outstanding Voting Securities entitled to vote thereon, voting together as a single class.

SECTION E

NEWLY CREATED DIRECTORSHIPS AND VACANCIES

1.                                       Common Stock Directors .

Prior to the Series B Director Termination Time, vacancies in the Common Stock Director directorships on the Board of Directors resulting from death, resignation, removal, disqualification or other cause will be filled only by the affirmative vote of a majority of the Common Stock Directors then in office or, in the event only one (1) Common Stock Director

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remains in office, by the sole remaining Common Stock Director.  Any Common Stock Director appointed in accordance with the preceding sentence will hold office for the remainder of the term of his or her predecessor, and until such director’s successor will have been elected and qualified or until such director’s earlier death, resignation or removal.

2.                                       Series B Directors .

Prior to the Series B Director Termination Time and subject to the right of holders of Series B Common Stock to remove and replace Series B Directors pursuant to this Restated Certificate, (a) vacancies in the Series B Director directorships on the Board of Directors resulting from removal pursuant to Article V, Section D will be filled only by the affirmative vote (or written consent) of the holders of at least a majority of the total voting power of the then outstanding shares of Series B Common Stock, voting as a separate class, and (b) vacancies in the Series B Director directorships on the Board of Directors resulting from death, resignation, disqualification or other cause (excluding removal) will be filled either (i) by the affirmative vote (or written consent) of the holders of at least a majority of the total voting power of the then outstanding shares of Series B Common Stock, voting as a separate class, or (ii) by a majority of the Series B Directors then in office or, in the event only one (1) Series B Director remains in office, by the sole remaining Series B Director.  Any Series B Director elected or appointed in accordance with the preceding sentence will hold office for the remainder of the term of his or her predecessor, and until such director’s successor will have been elected and qualified or until such director’s earlier death, resignation or removal; provided , that , upon the Series B Director Termination Time, any such Series B Director’s term of office shall immediately expire and such person will immediately cease to be a director of the Corporation.

3.                                       Stockholder Meeting .

In the event that, at any time prior to the Series B Director Termination Time, (i) there remain on the Board of Directors no Series B Directors or no Common Stock Directors, or (ii) a Series B Director is removed pursuant to Article V, Section D, then the Corporation will promptly call and hold a special meeting of stockholders (of the series or series of Common Stock necessary to elect directors to fill such vacancies) for the purpose of electing Series B Directors or Common Stock Directors, as the case may be, to fill such vacancies; provided , however, that in the case of Series B Directors, such vacancies may be filled by written consent as provided in Article V, Section E.2 of this Restated Certificate in lieu of holding a special meeting of stockholders for the purpose of electing Series B Directors.

4.                                       Newly Created Directorships and Vacancies Following the Series B Director Termination Time .

Following the Series B Director Termination Time, subject to the rights of holders of any series of Preferred Stock, vacancies on the Board of Directors resulting from death, resignation, removal, disqualification or other cause, and newly created directorships resulting from any increase in the number of directors on the Board of Directors, will be filled only by the affirmative vote of a majority of the remaining directors then in office (even though less than a quorum) or by the sole remaining director.  Any director appointed in accordance with the

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preceding sentence will hold office for the remainder of the full term of the class of directors in which the vacancy occurred or to which the new directorship is apportioned, and until such director’s successor will have been elected and qualified or until such director’s earlier death, resignation or removal.  No decrease in the number of directors constituting the Board of Directors will shorten the term of any incumbent director, except as may be provided with respect to any additional director elected by the holders of the applicable series of Preferred Stock.

SECTION F

LIMITATION ON LIABILITY AND INDEMNIFICATION

1.                                       Limitation On Liability .

To the fullest extent permitted by the DGCL as the same exists or may hereafter be amended, a director of the Corporation will not be liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director.  Any repeal or modification of this paragraph 1 will be prospective only and will not adversely affect any limitation, right or protection of a director of the Corporation existing at the time of such repeal or modification.

2.                                       Indemnification .

(a)                                  Right to Indemnification .  The Corporation will indemnify, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ proceeding ”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) incurred by such person.  Such right of indemnification will inure whether or not the claim asserted is based on matters which antedate the adoption of this Section F.  The Corporation will be required to indemnify or make advances to a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors.

(b)                                  Prepayment of Expenses .  The Corporation will pay the expenses (including attorneys’ fees) incurred by a director or officer in defending any proceeding in advance of its final disposition; provided , however , that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding will be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this paragraph or otherwise.

(c)                                   Claims .  If a claim for indemnification or payment of expenses under this paragraph is not paid in full within sixty (60) days after a written claim therefor has been

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received by the Corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful, will be entitled to be paid the expense (including attorney’s fees) of prosecuting such claim to the fullest extent permitted by Delaware law.  In any such action the Corporation will have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

(d)                                  Non-Exclusivity of Rights .  The rights conferred on any person by this paragraph will not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of this Restated Certificate, the Bylaws, agreement, vote of stockholders or resolution of disinterested directors or otherwise.

(e)                                   Other Indemnification .  The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity will be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity.

3.                                       Amendment or Repeal .

Any amendment, modification or repeal of the foregoing provisions of this Section F will not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

SECTION G

ARTICLE VII

STOCK NOT ASSESSABLE

The capital stock of this Corporation shall not be assessable.  It shall be issued as fully paid, and the private property of the stockholders shall not be liable for the debts, obligations or liabilities of this Corporation.  This Restated Certificate shall not be subject to amendment in this respect.

ARTICLE VIII

MEETINGS OF STOCKHOLDERS

SECTION A

ANNUAL AND SPECIAL MEETINGS

Except as otherwise provided in a Preferred Stock Designation or unless otherwise prescribed by law or by another provision of this Restated Certificate, special meetings of the stockholders of the Corporation, for any purpose or purposes, will only be called by the Secretary of the Corporation (i) upon the written request of the holders of not less than 70% of the total voting power of the then outstanding Voting Securities entitled to vote thereon or (ii) at the request of at least the Applicable Percentage of the members of the entire Board.

SECTION B

ACTION WITHOUT A MEETING

Except as provided in a Preferred Stock Designation, no action required to be taken or which may be taken at any annual meeting or special meeting of stockholders may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied; provided , however , that notwithstanding the foregoing, prior to the Series B Director Termination Time, holders of Series B Common Stock may take action by written consent with respect to the election, appointment, or removal of any or all Series B Directors or the filling of any vacancy in a Series B Director directorship in accordance with this Restated Certificate.

ARTICLE IX

ACTIONS REQUIRING SUPERMAJORITY STOCKHOLDER VOTE

Subject to the rights of the holders of any series of Preferred Stock, in addition to any other vote of the stockholders of the Corporation (or the holders of any class or series) otherwise required by any applicable law or regulation or this Restated Certificate, the affirmative vote of the holders of at least 70% of the total voting power of the then outstanding Voting Securities

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entitled to vote thereon, voting together as a single class at a meeting specifically called for such purpose, will be required in order for the Corporation to take any action to authorize:

(i)            the amendment, alteration or repeal of any provision of this Restated Certificate or the addition or insertion of other provisions herein, whether by amendment, merger, consolidation or otherwise; provided , however , that this clause (i) will not apply to any such amendment, alteration, repeal, addition or insertion (A) as to which the laws of the State of Delaware, as then in effect, do not require the consent of this Corporation’s stockholders, or (B) that at least the Applicable Percentage of the members of the entire Board has approved;

(ii)           the adoption, amendment or repeal of any provision of the Bylaws of the Corporation; provided , however , that this clause (ii) will not apply to, and no vote of the stockholders of the Corporation will be required to authorize, the adoption, amendment or repeal of any provision of the Bylaws of the Corporation by the Board of Directors in accordance with the power conferred upon it pursuant to Section G of Article V of this Restated Certificate;

(iii)          the merger or consolidation of this Corporation with or into any other corporation (including a merger consummated pursuant to Section 251(h) of the DGCL and notwithstanding the exception to a vote of the stockholders for such a merger set forth therein); provided , however , that this clause (iii) will not apply to any such merger or consolidation (A) as to which the laws of the State of Delaware, as then in effect, do not require the vote of this Corporation’s stockholders (other than Section 251(h) of the DGCL), or (B) that at least the Applicable Percentage of the members of the entire Board has approved;

(iv)          the sale, lease or exchange of all, or substantially all, of the property or assets of the Corporation; provided , however , that this clause (iv) will not apply to any such sale, lease or exchange that at least the Applicable Percentage of the members of the entire Board has approved;

(v)           the dissolution of the Corporation; provided , however , that this clause (v) will not apply to such dissolution if at least the Applicable Percentage of the members of the entire Board has approved such dissolution; or

(vi)          until the Series B Director Termination Time, the sale, assignment, transfer or conveyance of all or any portion of the Class B common stock of Expedia held by the Corporation; provided , however , that a business combination in which a third party acquires control of the Corporation prior to the Series B Director Termination Time will not be deemed a sale, assignment, transfer or conveyance of the Class B common stock of Expedia only if (i) the business combination gives rise to (x) a right of Barry Diller to terminate the Diller Assignment which right he declines or fails to exercise within the required time period or (y) the automatic termination of the Diller Assignment which Barry Diller waives prior to such termination and (ii) Barry Diller’s rights under the Stockholders Agreement and Governance Agreement are not diminished or impaired (other than in a de minimis manner).

Subject to the foregoing provisions of this Article IX, the Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Restated Certificate, and other provisions authorized by the laws of the State of Delaware at

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the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other Persons whomsoever by and pursuant to this Restated Certificate in its present form or as hereafter amended are granted subject to the rights reserved in this Article IX.

ARTICLE X

CERTAIN BUSINESS OPPORTUNITIES

1.             Certain Acknowledgements; Definitions .

In recognition and anticipation that:

(a)           directors and officers of the Corporation may serve as directors, officers, employees and agents of any other corporation, company, partnership, association, firm or other entity, including, without limitation , Subsidiaries and Affiliates of the Corporation (“ Other Entity ”),

(b)           the Corporation, directly or indirectly, may engage in the same, similar or related lines of business as those engaged in by any Other Entity and other business activities that overlap with or compete with those in which such Other Entity may engage,

(c)           the Corporation may have an interest in the same areas of business opportunity as any Other Entity, and

(d)           the Corporation may engage in material business transactions with any Other Entity and its Affiliates, including, without limitation, receiving services from, providing services to or being a significant customer or supplier to such Other Entity and its Affiliates, and that the Corporation and such Other Entity or one or more of their respective Subsidiaries or Affiliates may benefit from such transactions,

and as a consequence of the foregoing, it is in the best interests of the Corporation that the rights of the Corporation, and the duties of any directors or officers of the Corporation (including any such persons who are also directors, officers or employees of any Other Entity), be determined and delineated, as set forth herein, in respect of (x) any transactions between the Corporation and its Subsidiaries or Affiliates, on the one hand, and such Other Entity and its Subsidiaries or Affiliates, on the other hand, and (y) any potential transactions or matters that may be presented to officers or directors of the Corporation, or of which such officers or directors may otherwise become aware, which potential transactions or matters may constitute business opportunities of the Corporation or any of its Subsidiaries or Affiliates.

In recognition of the benefits to be derived by the Corporation through its continued contractual, corporate and business relations with any Other Entity and of the benefits to be derived by the Corporation by the possible service as directors or officers of the Corporation and its Subsidiaries of persons who may also serve from time to time as directors, officers or employees of any Other Entity, the provisions of this Article X will, to the fullest extent permitted by law, regulate and define the conduct of the business and affairs of the Corporation

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in relation to such Other Entity and its Affiliates, and as such conduct and affairs may involve such Other Entity’s respective directors, officers or employees, and the powers, rights, duties and liabilities of the Corporation and its officers and directors in connection therewith and in connection with any potential business opportunities of the Corporation.

Any Person purchasing, receiving, holding or otherwise becoming the owner of any shares of capital stock of the Corporation, or any interest therein, will be deemed to have notice of and to have consented to the provisions of this Article X. References in this Article X to “directors,” “officers” or “employees” of any Person will be deemed to include those Persons who hold similar positions or exercise similar powers and authority with respect to any Other Entity that is a limited liability company, partnership, joint venture or other non-corporate entity.

2.             Duties of Directors and Officers Regarding Potential Business Opportunities; No Liability for Certain Acts or Omissions .

If a director or officer of the Corporation is offered, or otherwise acquires knowledge of, a potential transaction or matter that may constitute or present a business opportunity for the Corporation or any of its Subsidiaries or Affiliates, in which the Corporation could, but for the provisions of this Article X, have an interest or expectancy (any such transaction or matter, and any such actual or potential business opportunity, a “ Potential Business Opportunity ”):

(a)           such director or officer will, to the fullest extent permitted by law, have no duty or obligation to refer such Potential Business Opportunity to the Corporation, or to refrain from referring such Potential Business Opportunity to any Other Entity, or to give any notice to the Corporation regarding such Potential Business Opportunity (or any matter related thereto),

(b)           such director or officer will, to the fullest extent permitted by law, not be liable to the Corporation or any of its Subsidiaries or any of its stockholders, as a director, officer, stockholder or otherwise, for any failure to refer such Potential Business Opportunity to the Corporation or any of its Subsidiaries, or for referring such Potential Business Opportunity to any Other Entity, or for any failure to give any notice to or otherwise inform the Corporation or any of its Subsidiaries regarding such Potential Business Opportunity or any matter relating thereto,

(c)           any Other Entity may engage or invest in, independently or with others, any such Potential Business Opportunity,

(d)           the Corporation shall not have any right in or to such Potential Business Opportunity or to receive any income or proceeds derived therefrom, and

(e)           the Corporation shall have no interest or expectancy, and hereby specifically renounces any interest or expectancy, in any such Potential Business Opportunity,

unless both the following conditions are satisfied: (A) such Potential Business Opportunity was expressly offered to a director or officer of the Corporation solely in his or her capacity as a director or officer of the Corporation or as a director or officer of any Subsidiary of the

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Corporation and (B) such opportunity relates to a line of business in which the Corporation or any of its Subsidiaries is then directly engaged.

3.             Amendment of Article X .

No alteration, amendment or repeal, or adoption of any provision inconsistent with, any provision of this Article X will have any effect upon

(a)           any agreement between the Corporation or an Affiliate thereof and any Other Entity or an Affiliate thereof, that was entered into before the time of such alteration, amendment or repeal or adoption of any such inconsistent provision (the “ Amendment Time ”), or any transaction entered into in connection with the performance of any such agreement, whether such transaction is entered into before or after the Amendment Time,

(b)           any transaction entered into between the Corporation or an Affiliate thereof and any Other Entity or an Affiliate thereof, before the Amendment Time,

(c)           the allocation of any business opportunity between the Corporation or any Subsidiary or Affiliate thereof and any Other Entity before the Amendment Time, or

(d)           any duty or obligation owed by any director or officer of the Corporation or any Subsidiary of the Corporation (or the absence of any such duty or obligation) with respect to any Potential Business Opportunity which such director or officer was offered, or of which such director or officer otherwise became aware, before the Amendment Time (regardless of whether any proceeding relating to any of the above is commenced before or after the Amendment Time).

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IN WITNESS WHEREOF , the undersigned has executed this Restated Certificate of Incorporation this 4th day of November 2016.

Exhibit 3.2

LIBERTY EXPEDIA HOLDINGS, INC.

A Delaware Corporation

(the “ Corporation ”)

Section 1.3             Record Date .

In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) calendar days nor less than ten (10) calendar days before the date of such meeting.  If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall be the record date for determining the stockholders entitled to vote at such meeting, unless the Board of Directors determines, at the time it fixes the record date for determining the stockholders entitled to notice of such meeting, that a later date on or before the date of the meeting shall be the record date for determining stockholders entitled to vote at such meeting.  In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) calendar days prior to such action.  If no record date is fixed by the Board of Directors:  (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and (ii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting in accordance with this Section 1.3.

Section 1.4             Notice of Meetings .

Notice of all stockholders meetings, stating the place, if any, date and hour thereof, as well as the record date for determining stockholders entitled to vote at such meeting (if such record date is different from the record date for determining stockholders entitled to notice of the meeting); the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting; and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered by the Corporation in accordance with Section 5.4 of these Bylaws, applicable law and applicable stock exchange rules and regulations by the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Secretary or an Assistant Secretary, to each stockholder entitled to notice of such meeting, unless otherwise provided by applicable law or the Certificate of Incorporation, at least ten (10) calendar days but not more than sixty (60) calendar days before the date of the meeting.

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Section 1.5             Notice of Stockholder Business .

(a)            Annual Meetings of Stockholders .

(1)            At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting.  To be properly brought before an annual meeting, nominations for persons for election to the Board of Directors and the proposal of business to be considered by the stockholders must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof), or (iii) otherwise properly be requested to be brought before the meeting by a stockholder (x) who complies with the procedures set forth in this Section 1.5 and (y) who was a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed or such nomination or nominations made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time the notice provided for in Section 1.5(a)(2) is delivered to the Secretary and on the record date for the determination of stockholders entitled to vote at the meeting, and (z) who is entitled to vote at the meeting upon such election of directors or upon such business, as the case may be.

(2)            In addition to any other requirements under applicable law and the Certificate of Incorporation, for a nomination for election to the Board of Directors or the proposal of business to be properly requested to be brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in proper written form to the Secretary and any such proposed business, other than the nominations of persons for election to the Board of Directors, must constitute a proper matter for stockholder action pursuant to the Certificate of Incorporation, these Bylaws, and applicable law.  To be timely, a stockholder’s notice must be received at the principal executive offices of the Corporation (x) in the case of an annual meeting that is called for a date that is within thirty (30) calendar days before or after the anniversary date of the immediately preceding annual meeting of stockholders, not less than sixty (60) calendar days nor more than ninety (90) calendar days prior to the meeting and (y) in the case of an annual meeting that is called for a date that is not within thirty (30) calendar days before or after the anniversary date of the immediately preceding annual meeting, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the meeting was communicated to stockholders or public announcement (as defined below) of the date of the meeting was made, whichever occurs first.  In no event shall the public announcement of an adjournment or postponement of a meeting of stockholders commence a new time period (or extend any time period) for the giving of a stockholder notice as described herein.

To be in proper written form, such stockholder’s notice to the Secretary must be submitted by a holder of record of stock entitled to vote on the nomination of directors of the Corporation and shall set forth in writing and describe in fair, accurate, and material detail (A) as to each person whom the stockholder proposes to nominate for election as a director (a “ nominee ”) (i) all information relating to such nominee that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and (ii) such nominee’s written

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consent to being named in the proxy statement as a nominee and to serving as a director if elected; (B) as to any other business that the stockholder proposes to bring before the annual meeting, (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment), and (iii) any material interest of the stockholder and beneficial owner, if any, on whose behalf the proposal is made, in such business; and (C) as to such stockholder giving notice and the beneficial owner or owners, if different, on whose behalf the nomination or proposal is made, and any affiliates or associates (each within the meaning of Rule 12b-2 under the Exchange Act) of such stockholder or beneficial owner (each a “ Proposing Person ”) (i) the name and address, as they appear on the Corporation’s books, of such stockholder and the name and address of each such Proposing Person, (ii) the class or series and number of shares of the capital stock of the Corporation that are owned beneficially and of record by such Proposing Person, (iii) a description of all arrangements or understandings between such Proposing Person and any other person or persons (including their names) pursuant to which the proposals are to be made by such stockholder, (iv) a representation by each Proposing Person who is a holder of record of stock of the Corporation (A) that the notice the Proposing Person is giving to the Secretary is being given on behalf of (x) such holder of record and/or (y) if different than such holder of record, one or more beneficial owners of stock of the Corporation held of record by such holder of record, (B) as to each such beneficial owner, the number of shares held of record by such holder of record that are beneficially owned by such beneficial owner, with documentary evidence of such beneficial ownership, and (C) that such holder of record is entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination set forth in its notice, (v) a representation (I) whether any such Proposing Person or nominee has received any financial assistance, funding or other consideration from any other person in respect of the nomination (and the details thereof) (a “ Stockholder Associated Person ”) and (II) whether and the extent to which any hedging, derivative or other transaction has been entered into with respect to the Corporation within the past six (6) months by, or is in effect with respect to, such stockholder, any person to be nominated by such stockholder or any Stockholder Associated Person, the effect or intent of which transaction is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder, nominee or any such Stockholder Associated Person, and (vi) a representation whether any Proposing Person intends or is part of a group that intends to (I) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding voting power required to approve or adopt the proposal or elect the nominee and/or (II) otherwise solicit proxies from stockholders in support of such proposal, and (vii) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies in support of such proposal pursuant to Section 14 of the Exchange Act, and any rules and regulations promulgated thereunder.  The foregoing notice requirements of this Section 1.5 shall not apply to any proposal made pursuant to Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act.  A proposal to be made pursuant to Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act shall be deemed satisfied if the stockholder making such proposal complies with the provisions of Rule 14a-8 and has notified the Corporation of his or her intention to present a proposal at an annual meeting in compliance with

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Rule 14a-8 and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.  The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine (x) the eligibility of such proposed nominee to serve as a director of the Corporation and (y) whether the nominee would qualify as an “independent director” or “audit committee financial expert” under applicable law, securities exchange rule or regulation, or any publicly disclosed corporate governance guideline or committee charter of the Corporation.

(3)            Notwithstanding anything in paragraph (a)(2) of this Section 1.5 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) calendar days prior to the first anniversary date of the immediately preceding annual meeting, a stockholder’s notice required by this Section 1.5 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation. For purposes of the foregoing determinations in Section 1.5(a)(2) and this Section 1.5(a)(3) with respect to the first annual meeting of stockholders of the Corporation following the Effective Time, the date of the immediately preceding annual meeting will be the date of the Effective Time (as defined in the Certificate of Incorporation).

(b)            Special Meetings of Stockholders .  Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting.  In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote at such meeting who was a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such nomination or nominations are made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time the notice provided for in paragraph (a)(2) of this Section 1.5 is delivered to the Secretary and on the record date for the determination of stockholders entitled to vote at the special meeting may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice meeting the requirements of paragraph (a)(2) of this Section 1.5 (substituting special meeting for annual meeting as applicable) shall be received by the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the ninetieth (90th) day prior to such special meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting; provided, however, that a stockholder may nominate persons for election at a special meeting only to such directorship(s) as specified in the Corporation’s notice of the meeting.  In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

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(c)            Updating and Supplementing of Stockholder Information .  A stockholder providing notice of nominations of persons for election to the Board of Directors at an annual or special meeting of stockholders or notice of business proposed to be brought before an annual meeting of stockholders in accordance with this Section 1.5 shall further update and supplement such notice so that the information provided or required to be provided in such notice pursuant to paragraph (a)(2) of this Section 1.5 shall be true and correct both as of the record date for the determination of stockholders entitled to notice of the meeting and as of the date that is ten (10) business days before the meeting or any adjournment or postponement thereof, and such updated and supplemental information shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation (a) in the case of information that is required to be updated and supplemented to be true and correct as of the record date for the determination of stockholders entitled to notice of the meeting, not later than the later of five (5) business days after such record date or five (5) business days after the public announcement of such record date, and (b) in the case of information that is required to be updated and supplemented to be true and correct as of ten (10) business days before the meeting or any adjournment or postponement thereof, not later than eight (8) business days before the meeting or any adjournment or postponement thereof (or if not practicable to provide such updated and supplemental information not later than eight (8) business days before any adjournment or postponement, on the first practicable date before any such adjournment or postponement).

(d)            General .

(1)            Except as otherwise provided by law or in the Certificate of Incorporation or these Bylaws, only such persons who are nominated in accordance with the procedures set forth in this Section 1.5 shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.5.  Except as otherwise provided by law, the chairman of the meeting shall have the power and duty (i) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.5 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (a)(2)(C)(vi) of this Section 1.5) and (ii) if any proposed nomination or proposed business was not made or proposed in compliance with this Section 1.5, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted.  Notwithstanding the foregoing provisions of this Section 1.5, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present the nomination to the Board of Directors or to present the proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.  For purposes of this Section 1.5, to be considered a qualified representative of the stockholder, a person must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such

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stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(2)            For purposes of this Section 1.5, (i) “ public announcement ” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act, and (ii) “ business day ” shall mean any day, other than Saturday, Sunday and any day on which banks located in the State of New York are authorized or obligated by applicable law to close.

(3)            Notwithstanding the foregoing provisions of this Section 1.5, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.5.  Nothing in this Section 1.5 shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of preferred stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.

(4)            For purposes of nominations by stockholders pursuant to this Section 1.5, until the Series B Director Termination Time, (i) only holders of Series B common stock of the Corporation, par value $0.01 per share (the “ Series B Common Stock ”), shall be entitled to nominate persons for election to the Board of Directors as Series B Directors (as defined in the Certificate of Incorporation) in accordance with this Section 1.5, and (ii) only holders of Series A common stock of the Corporation, par value $0.01 per share (the “ Series A Common Stock ”), and holders of Series B Common Stock shall be entitled to nominate persons for election to the Board of Directors as Common Stock Directors (as defined in the Certificate of Incorporation) in accordance with this Section 1.5.

Section 1.6             Quorum .

Subject to the rights of the holders of any series of preferred stock and except as otherwise provided by law or in the Certificate of Incorporation or these Bylaws, at any meeting of stockholders, the holders of a majority in total voting power of the outstanding shares of stock entitled to vote at the meeting shall be present or represented by proxy in order to constitute a quorum for the transaction of any business; provided , that prior to the Series B Director Termination Time, at any meeting of stockholders, the holders of a majority in total voting power of the outstanding shares of stock entitled to vote at the meeting and the holders of a majority in total voting power of the outstanding shares of Series B Common Stock entitled to vote at the meeting shall be present or represented by proxy in order to constitute a quorum for the transaction of any business.  The chairman of the meeting shall have the power and duty to determine whether a quorum is present at any meeting of the stockholders.  Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided,

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however, that the foregoing shall not limit the right of the Corporation or any subsidiary of the Corporation to vote stock, including, but not limited to, its own stock, held by it in a fiduciary capacity.  In the absence of a quorum, the chairman of the meeting may adjourn the meeting from time to time in the manner provided in Section 1.7 hereof until a quorum shall be present.

Section 1.7             Adjournment .

Any meeting of stockholders, annual or special, may be adjourned from time to time solely by the chairman of the meeting because of the absence of a quorum or for any other reason and to reconvene at the same or some other time, date and place, if any, or by means of remote communication.  Unless otherwise determined by the Board of Directors, the chairman of the meeting shall have the exclusive power and authority to recess or adjourn a stockholder meeting in his or her sole and absolute discretion.  The stockholders present at a meeting shall not have the authority to adjourn the meeting.  If the time, date and place, if any, thereof, and the means of remote communication, if any, by which the stockholders and the proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken and the adjournment is for less than thirty (30) calendar days, no notice need be given of any such adjourned meeting.  If the adjournment is for more than thirty (30) calendar days or if after the adjournment a new record date for determining stockholders entitled to vote at the adjourned meeting is fixed for the adjourned meeting, then notice shall be given to each stockholder entitled to vote at the meeting.  At the adjourned meeting, the stockholders may transact any business that might have been transacted at the original meeting.

Section 1.8             Organization .

The Chairman of the Board, or in his absence the Chief Executive Officer, or in their absence the President, or in their absence any Vice President, shall call to order meetings of stockholders and preside over and act as chairman of such meetings.  The Board of Directors or, if the Board fails to act, the stockholders, may appoint any stockholder, director or officer of the Corporation to act as chairman of any meeting in the absence of the Chairman of the Board, the Chief Executive Officer, the President and all Vice Presidents.  The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at a meeting shall be determined by the chairman of the meeting and announced at the meeting.  The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate.  Unless otherwise determined by the Board of Directors, the chairman of the meeting shall have the exclusive right and authority to determine the agenda and order of business and to prescribe other such rules, regulations and procedures and shall have the authority in his or her discretion to convene and regulate the conduct of any such meeting.  Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following:  (i) rules and procedures for maintaining order at the meeting and the safety of those present; (ii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iii) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (iv) limitations on the time allotted to questions or comments by

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participants.  Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

The Secretary shall act as secretary of all meetings of stockholders, but, in the absence of the Secretary, the chairman of the meeting may appoint any other person to act as secretary of the meeting.

Section 1.9             Rescheduling, Postponement or Cancellation of Meeting .

Any previously scheduled annual or special meeting of the stockholders may be rescheduled, postponed or canceled by resolution of the Board of Directors upon public notice given prior to the time previously scheduled for such meeting of stockholders.

Section 1.10           Voting .

Subject to the rights of the holders of any series of preferred stock and except as otherwise provided by law, the Certificate of Incorporation or these Bylaws and except for the election of directors, at any meeting duly called and held at which a quorum is present, the affirmative vote of a majority of the combined voting power of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders.  Following the Series B Director Termination Time and subject to the rights of the holders of any series of preferred stock, at any meeting duly called and held for the election of directors at which a quorum is present, directors shall be elected by a plurality of the combined voting power of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

Notwithstanding the foregoing, until the Series B Director Termination Time, at any meeting of stockholders of the Corporation duly called and held at which a quorum is present, and at which directors are to be elected, (1) Series B Directors shall be elected by a plurality of the voting power of the outstanding shares of Series B Common Stock, present in person or represented by proxy at the meeting and entitled to vote on the election of directors, voting as a separate class, and (2) Common Stock Directors shall be elected by a plurality of the voting power of the outstanding shares of Series A Common Stock and the outstanding shares of Series B Common Stock, present in person or represented by proxy at the meeting and entitled to vote on the election of directors, voting together as a single class.

Section 1.11         List of Stockholders .

It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of the stock ledger to prepare and make, at least ten (10) calendar days before every meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the stockholder’s name; provided, however, if the record date for determining the stockholders entitled to vote at the meeting is fewer than ten (10) calendar days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth (10th) calendar

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day before the meeting date.  Nothing contained in this Section 1.11 shall require the Corporation to include electronic mail addresses or other electronic contact information on such list.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) calendar days prior to the meeting:  (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation.  If the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation.  If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.  If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible network, and the information required to access such list shall be provided with the notice of the meeting.  The stock ledger shall be the only evidence of the identity of the stockholders entitled to examine such list.

Section 1.12         Remote Communications .

For purposes of these Bylaws, if authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders may, by means of remote communication:

(a)            participate in a meeting of stockholders; and

(b)            be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrent with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

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ARTICLE II

BOARD OF DIRECTORS

Section 2.1                                     Number and Term of Office .

Subject to any limitations set forth in the Certificate of Incorporation and to any provision of the Delaware General Corporation Law relating to the powers or rights conferred upon or reserved to the stockholders or the holders of any class or series of the issued and outstanding stock of the Corporation, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.  The number of directors shall be fixed as set forth in the Certificate of Incorporation.  Directors need not be stockholders of the Corporation.  The Corporation shall nominate the persons serving as Chairman of the Board and Chief Executive Officer for election as directors at any meeting at which such persons are subject to election as directors.

Section 2.2                                     Resignations .

Any director of the Corporation, or any member of any committee, may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors, the Chairman of the Board, the Chief Executive Officer, or the President or Secretary.  Any such resignation shall take effect at the time specified therein or, if the time be not specified therein, then upon receipt thereof.  The acceptance of such resignation shall not be necessary to make it effective unless otherwise stated therein.

Section 2.3                                     Removal of Directors .

Prior to the Series B Director Termination Time, (i) any or all Series B Directors may be removed from office, with or without cause, only by the affirmative vote (or written consent) of the holders of at least a majority of the total voting power of the then outstanding shares of Series B Common Stock, voting as a separate class, and (ii) any and all Common Stock Directors may be removed from office, with or without cause, only by the affirmative vote of the holders of at least a majority of the total voting power of the outstanding shares of Series A Common Stock and Series B Common Stock (voting as provided in Article IV, Section B.1 of the Certificate of Incorporation), voting together as a single class.  Following the Series B Director Termination Time and subject to the rights of the holders of any series of Preferred Stock, directors may be removed from office only for cause upon the affirmative vote of the holders of at least a majority of the total voting power of the then outstanding Voting Securities entitled to vote thereon, voting together as a single class.

Section 2.4                                     Newly Created Directorships and Vacancies .

Newly created directorships and vacancies on the Board shall be filled as provided in the Certificate of Incorporation.

Section 2.5                                     Meetings .

Regular meetings of the Board of Directors shall be held on such dates and at such times and places, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors, such determination to constitute the only notice of such regular meetings to which any director shall be entitled.  In the absence of any such

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determination, such meeting shall be held, upon notice to each director in accordance with Section 2.6 of these Bylaws, at such times and places, within or without the State of Delaware, as shall be designated in the notice of meeting.

Special meetings of the Board of Directors shall be held at such times and places, if any, within or without the State of Delaware, as shall be designated in the notice of the meeting in accordance with Section 2.6 hereof.  Special meetings of the Board of Directors may be called by the Chairman of the Board, and shall be called by the Chief Executive Officer, President or Secretary upon the written request of not less than the Applicable Percentage of the members of the entire Board of Directors. Notwithstanding (and not in limitation of) the foregoing, at any time prior to the Series B Director Termination Time, any Series B Director may call a special meeting of the Board of Directors for the purpose of voting on an Expedia Board Voting Determination (as defined in the Certificate of Incorporation) or filling a vacancy in any Series B Director directorship, in each case as provided in the Certificate of Incorporation.

Section 2.6                                     Notice of Meetings .

The Secretary, or in his absence any other officer of the Corporation, shall give each director notice of the time and place of holding of any regular meetings (if required) or special meetings of the Board of Directors, in accordance with Section 5.4 of these Bylaws, by mail at least ten (10) calendar days before the meeting, or by courier service at least three (3) calendar days before the meeting, or by facsimile transmission, electronic mail or other electronic transmission, or personal service, in each case, at least twenty-four (24) hours before the meeting, unless notice is waived in accordance with Section 5.4 of these Bylaws.  Unless otherwise stated in the notice thereof, any and all business may be transacted at any meeting without specification of such business in the notice.

Section 2.7                                     Meetings by Conference Telephone or Other Communications .

Members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and communicate with each other, and such participation in a meeting by such means shall constitute presence in person at such meeting.

Section 2.8                                     Quorum and Organization of Meetings ; Committees .

A majority of the total number of members of the Board of Directors as constituted from time to time shall constitute a quorum for the transaction of business, but, if at any meeting of the Board of Directors (whether or not adjourned from a previous meeting) there shall be less than a quorum present, a majority of those present may adjourn the meeting to another time, date and place, and the meeting may be held as adjourned without further notice or waiver; provided , that at any meeting of the Board of Directors prior to the Series B Director Termination Time at which any Expedia Board Voting Determination or any Splitco Director Determination (as defined in the Certificate of Incorporation) will be determined, directors representing a majority of the votes entitled to be cast on such Expedia Board Voting

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Determination (provided that a quorum to act with respect to an Expedia Board Voting Determination may be constituted only at a time when there is at least one Series B Director in office) or Splitco Director Determination shall constitute a quorum for the transaction of such business but, if at any such meeting of the Board of Directors (whether or not adjourned from a previous meeting) there shall be less than a quorum present, those directors holding a majority of the votes to be cast on such matter may adjourn the meeting to another time, date and place, and the meeting may be held as adjourned without further notice or waiver.  Meetings shall be presided over by the Chairman of the Board or in his absence by such other person as the directors may select.  The Board of Directors shall keep written minutes of its meetings.  The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Except as otherwise required (x) by law or (y) by the Certificate of Incorporation (including, without limitation, with respect to voting on any matter that is an Expedia Board Voting Determination or a Splitco Director Determination) or these Bylaws, a majority of the directors (without regard to the classification of such directors as a Series B Director, a Common Stock Director or a Preferred Stock Director (as defined in the Certificate of Incorporation)) present at any meeting at which a quorum is present may decide any question brought before such meeting.  The taking of any board action relating to an Expedia Board Voting Determination or a Splitco Director Determination shall be subject to the requirements set forth in the Certificate of Incorporation, which are incorporated by reference herein as if fully set forth herein.

In addition to the Series B Director Committee and the Common Stock Director Committee, the Board may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation.  The Board may designate one (1) or more Directors as alternate members of any committee to replace absent or disqualified members at any meeting of such committee, provided that, prior to the Series B Director Termination Time, (i) only the Series B Director Committee shall have the power to designate one or more Directors as alternate members of such Series B Director Committee, and (ii) only the Common Stock Director Committee shall have the power to designate one (1) or more Directors as alternate members of such Common Stock Director Committee.  If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.  Any such committee, to the extent provided in a resolution of the Board of Directors passed as aforesaid, except as otherwise provided in Sections 2.9 and 2.10 of these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be impressed on all papers that may require it, but no such committee shall have the power or authority of the Board of Directors in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the laws of the State of Delaware to be submitted to the stockholders for approval or (ii) adopting, amending or repealing any Bylaw of the Corporation.  Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.  Unless otherwise specified in the

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resolution of the Board of Directors designating a committee (and in any case with respect to the Series B Director Committee), at all meetings of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee.  Each committee shall keep regular minutes of its meetings.  Unless the Board of Directors otherwise provides (and in any case with respect to the Series B Director Committee), each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business.  In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these Bylaws.

Prior to the Series B Director Termination Time, there shall be a standing committee of the Board of Directors whose members shall be all of the Series B Directors then in office (the “ Series B Director Committee ”). The Series B Director Committee shall, to the fullest extent permitted by law and the Certificate of Incorporation, have the power and authority to take all such actions as are specified in the Certificate of Incorporation or these Bylaws as to be taken by the Series B Directors (or a committee consisting solely of Series B Directors) and such other powers as may be delegated to such committee from time to time by resolution adopted by the Board of Directors.  In connection with each annual or special meeting of stockholders of the Corporation from the Effective Time (as defined in the Certificate of Incorporation) until the Series B Director Termination Time at which Common Stock Directors or Series B Directors are to be elected (each such annual or special meeting, an “ Election Meeting ”), the Series B Director Committee shall have the power and authority to propose persons for nomination for election as Series B Directors to the Nominating and Corporate Governance Committee (and if the Series B Director Committee does not propose any nominees, such committee will be deemed to have proposed the incumbent Series B Directors for re-election).

Prior to the Series B Director Termination Time, there shall be a standing committee of the Board of Directors whose members shall be all of the Common Stock Directors then in office (the “ Common Stock Director Committee ”). The Common Stock Director Committee shall, to the fullest extent permitted by law, have the power and authority to take all such actions as are specified in the Certificate of Incorporation or these Bylaws as to be taken by the Common Stock Directors (or a committee consisting solely of Common Stock Directors) and such other powers as may be delegated to such committee from time to time by resolution adopted by the Board of Directors.  In connection with each Election Meeting from the Effective Time until the Series B Director Termination Time, the Common Stock Director Committee shall have the power and authority to propose persons for nomination for election as Common Stock Directors to the Nominating and Corporate Governance Committee (and if the Common Stock Director Committee does not propose any nominees, such committee will be deemed to have proposed the incumbent Common Stock Directors for re-election.)

The Series B Director Committee and the Common Stock Director Committee shall give written notice to the Nominating and Corporate Governance Committee of each such proposed nominee no later than the date that is one hundred (100) calendar days prior to the anniversary of the date of the immediately preceding Election Meeting; provided , that with

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respect to the Series B Directors, such directors will stand for election at every second (2 nd ) Election Meeting.  For purposes of the foregoing determinations with respect to the first Election Meeting following the Effective Time, the date of the immediately preceding annual meeting will be the date of the Effective Time.

Section 2.9                                     Executive Committee of the Board of Directors .

The Board of Directors, by the affirmative vote of not less than the Applicable Percentage of the members of the entire Board, may designate an executive committee, all of whose members shall be directors, to manage and operate the affairs of the Corporation or particular properties or enterprises of the Corporation, provided that, prior to the Series B Director Termination Time, such executive committee shall not have the authority to take action with respect to any Expedia Board Voting Determination, any Splitco Director Determination or any action specified under these Bylaws or the Certificate of Incorporation to be taken by the Series B Directors or the Series B Director Committee.  Subject to the limitations of the law of the State of Delaware and the Certificate of Incorporation and the proviso in the foregoing sentence, such executive committee shall exercise all powers and authority of the Board of Directors in the management of the business and affairs of the Corporation including, but not limited to, the power and authority to authorize the issuance of shares of common or preferred stock.  The executive committee shall keep minutes of its meetings and report to the Board of Directors not less often than quarterly on its activities and shall be responsible to the Board of Directors for the conduct of the enterprises and affairs entrusted to it.  Regular meetings of the executive committee, of which no notice shall be necessary, shall be held at such time, dates and places, if any, as shall be fixed by resolution adopted by the executive committee.  Special meetings of the executive committee shall be called at the request of the Chief Executive Officer or of any member of the executive committee, and shall be held upon such notice as is required by these Bylaws for special meetings of the Board of Directors, provided that oral notice by telephone or otherwise, or notice by electronic transmission shall be sufficient if received not later than the day immediately preceding the day of the meeting.

Section 2.10                              Other Committees of the Board of Directors .

The Board of Directors may by resolution establish committees other than an executive committee, the Common Stock Director Committee and the Series B Director Committee and shall specify with particularity the powers and duties of any such committee.  Subject to the limitations of the laws of the State of Delaware and the Certificate of Incorporation, any such committee shall exercise all powers and authority specifically granted to it by the Board of Directors, which powers may include the authority to authorize the issuance of shares of common or preferred stock, provided that, prior to the Series B Director Termination Time, (i) no such committee other than a committee consisting solely of Series B Directors shall be authorized to take any action specified under these Bylaws or the Certificate of Incorporation to be taken by the Series B Directors or the Series B Director Committee, (ii) no such committee other than a committee consisting solely of Common Stock Directors shall be authorized to take any action specified under these Bylaws or the Certificate of Incorporation to be taken by the Common Stock Directors or the Common Stock Director Committee and (iii) no such committee shall be authorized to take any action with respect to any Expedia Board Voting Determination.

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Such committees (other than the Series B Director Committee and the Common Stock Director Committee, as specified in the Certificate of Incorporation) shall serve at the pleasure of the Board of Directors, and all such committees will keep minutes of their meetings and have such names as the Board of Directors by resolution may determine and shall be responsible to the Board of Directors for the conduct of the enterprises and affairs entrusted to them.

Section 2.11                              Directors’ Compensation .

Directors shall receive such compensation for attendance at any meetings of the Board and any expenses incidental to the performance of their duties as the Board of Directors shall determine by resolution.  Such compensation may be in addition to any compensation received by the members of the Board of Directors in any other capacity.

Section 2.12                              Action Without Meeting .

Nothing contained in these Bylaws shall be deemed to restrict the power of members of the Board of Directors or any committee designated by the Board of Directors to take any action required or permitted to be taken by them without a meeting; provided , however , that if such action is taken without a meeting by consent by electronic transmission or transmissions, such electronic transmission or transmissions must either set forth or be submitted with information from which it can be determined that the electronic transmission or transmissions were authorized by the director.

Section 2.13                              Chairman of the Board of Directors.

The Board of Directors shall elect a Chairman of the Board from among the members of the Board of Directors.  The Chairman of the Board shall preside at all meetings of the stockholders and of the Board of Directors, at which he is present, and perform such other duties and exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

ARTICLE III

OFFICERS

Section 3.1                                     Executive Officers .

The Board of Directors shall elect a Chief Executive Officer and a President.  The Board of Directors may also elect such Vice Presidents as in the opinion of the Board of Directors the business of the Corporation requires, a Treasurer and a Secretary, any of whom may or may not be directors.  The Board of Directors may also elect, from time to time, such other or additional officers as in its opinion are desirable for the conduct of business of the Corporation and such officers shall hold office at the pleasure of the Board of Directors;

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provided, however, that the Chief Executive Officer shall not hold any other office except that the Chief Executive Officer may serve as President.

Section 3.2                                     Powers and Duties of Officers .

The Chief Executive Officer shall have overall responsibility for the management and direction of the business and affairs of the Corporation and shall exercise such duties as customarily pertain to the office of chief executive officer and such other duties as may be prescribed from time to time by the Board of Directors.  He shall be the senior officer of the Corporation and in case of the inability or failure of the President to perform his duties, he shall perform the duties of the President.  In the absence or disability of the Chairman of the Board, the Chief Executive Officer shall perform the duties and exercise the powers of the Chairman of the Board.  He may appoint and terminate the appointment or election of officers, agents or employees other than those appointed or elected by the Board of Directors.  He may sign, execute and deliver, in the name of the Corporation, powers of attorney, contracts, bonds and other obligations.  The Chief Executive Officer shall perform such other duties as may be prescribed from time to time by the Board of Directors or these Bylaws.

The President of the Corporation shall be under the direction of the Chief Executive Officer and shall exercise such powers and duties as may be delegated by the Chief Executive Officer and such other duties as may be prescribed from time to time by the Board of Directors or assigned to him or her by these Bylaws.  The President may sign, execute and deliver, in the name of the Corporation, powers of attorney, contracts, bonds and other obligations.

Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Chief Executive Officer, the President, the executive committee, if any, or the Board of Directors.  A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his duties which implement policies established by the Board of Directors.

Unless the Board of Directors otherwise declares by resolution, the Treasurer shall have general custody of all the funds and securities of the Corporation and general supervision of the collection and disbursement of funds of the Corporation.  He shall endorse for collection on behalf of the Corporation checks, notes and other obligations, and shall deposit the same to the credit of the Corporation in such bank or banks or depository as the Board of Directors may designate.  He may sign, with the Chief Executive Officer, President or such other person or persons as may be designated for the purpose by the Board of Directors, all bills of exchange or promissory notes of the Corporation.  He shall enter or cause to be entered regularly in the books of the Corporation a full and accurate account of all moneys received and paid by him on account of the Corporation, shall at all reasonable times exhibit his books and accounts to any director of the Corporation upon application at the office of the Corporation during business hours and, whenever required by the Board of Directors, the Chief Executive Officer, or the President, shall render a statement of his accounts.  He shall perform such other duties as may be prescribed from time to time by the Board of Directors or by these Bylaws.  He may be required to give bond for the faithful performance of his duties in such sum and with such surety as shall

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be approved by the Board of Directors.  Any Assistant Treasurer shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

The Secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors.  The Secretary shall cause notice to be given of meetings of stockholders, of the Board of Directors, and of any committee appointed by the Board of Directors.  He shall have custody of the corporate seal, minutes and records relating to the conduct and acts of the stockholders and Board of Directors, which shall, at all reasonable times, be open to the examination of any director.  The Secretary or any Assistant Secretary may certify the record of proceedings of the meetings of the stockholders or of the Board of Directors or resolutions adopted at such meetings, may sign or attest certificates, statements or reports required to be filed with governmental bodies or officials, may sign acknowledgments of instruments, may give notices of meetings and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 3.3                                     Bank Accounts .

In addition to such bank accounts as may be authorized in the usual manner by resolution of the Board of Directors, the Treasurer, with approval of the Chief Executive Officer or the President, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, provided payments from such bank accounts are to be made upon and according to the check of the Corporation, which may be signed jointly or singularly by either the manual or facsimile signature or signatures of such officers or bonded employees of the Corporation as shall be specified in the written instructions of the Treasurer or Assistant Treasurer of the Corporation with the approval of the Chief Executive Officer or the President of the Corporation.

Section 3.4                                     Proxies; Stock Transfers .

Unless otherwise provided in the Certificate of Incorporation or directed by the Board of Directors, the Chief Executive Officer or the President or any Vice President or their designees shall have full power and authority on behalf of the Corporation to attend and to vote upon all matters and resolutions at any meeting of stockholders of any corporation in which this Corporation may hold stock, and may exercise on behalf of this Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, whether regular or special, and at all adjournments thereof, and shall have power and authority to execute and deliver proxies and consents on behalf of this Corporation in connection with the exercise by this Corporation of the rights and powers incident to the ownership of such stock, with full power of substitution or revocation.  Unless otherwise provided in the Certificate of Incorporation or directed by the Board of Directors, the Chief Executive Officer or the President or any Vice President or their designees shall have full power and authority on behalf of the Corporation to transfer, sell or dispose of stock of any corporation in which this Corporation may hold stock.

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ARTICLE IV

CAPITAL STOCK

Section 4.1                                     Shares .

The shares of the Corporation shall be represented by a certificate or may be uncertificated.  Certificates shall be signed by the Chief Executive Officer or the President and by the Secretary or the Treasurer, and may be sealed with the seal of the Corporation.  Such seal may be a facsimile, engraved or printed.  Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the Delaware General Corporation Law or a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights.

Any of or all the signatures on a certificate may be facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such an officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such officer, transfer agent or registrar had not ceased to hold such position at the time of its issuance.

Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 4.2                                     Transfer of Shares .

(a)                                  Upon surrender to the Corporation or the transfer agent of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.  Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled, and the issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the Corporation.

(b)                                  The person in whose name shares of stock stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

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Section 4.3                                     Lost Certificates .

The Board of Directors or any transfer agent of the Corporation may direct a new certificate or certificates or uncertificated shares representing stock of the Corporation to be issued in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates or uncertificated shares, the Board of Directors (or any transfer agent of the Corporation authorized to do so by a resolution of the Board of Directors) may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as the Board of Directors (or any transfer agent so authorized) shall direct to indemnify the Corporation and the transfer agent against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificates or uncertificated shares, and such requirement may be general or confined to specific instances.

Section 4.4                                     Transfer Agent and Registrar .

The Board of Directors may appoint one or more transfer agents and one or more registrars, and may require all certificates for shares to bear the manual or facsimile signature or signatures of any of them.

Section 4.5                                     Regulations .

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer, registration, cancellation and replacement of certificates representing stock of the Corporation or uncertificated shares, which rules and regulations shall comply in all respects with applicable law and the rules and regulations of the transfer agent.

ARTICLE V

GENERAL PROVISIONS

Section 5.1                                     Offices .

The Corporation shall maintain a registered office in the State of Delaware as required by the laws of the State of Delaware.  The Corporation may also have offices in such other places, either within or without the State of Delaware, as the Board of Directors may from time to time designate or as the business of the Corporation may require.

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Section 5.2                                     Corporate Seal .

The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the words “Corporate Seal” and “Delaware.”

Section 5.3                                     Fiscal Year .

The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

Section 5.4                                     Notices and Waivers Thereof .

Whenever any notice is required by the laws of the State of Delaware, the Certificate of Incorporation or these Bylaws to be given by the Corporation to any stockholder, director or officer, such notice, except as otherwise provided by law, may be given personally, or by mail, or, in the case of directors or officers, or stockholders who consent thereto, by electronic transmission in accordance with applicable law.  Any notice given by electronic transmission shall be deemed to have been given when it shall have been transmitted and any notice given by mail shall be deemed to have been given when deposited in the United States mail with postage thereon prepaid directed to such stockholder, director, or officer, as the case may be, at such stockholder’s, director’s, or officer’s, as the case may be, address as it appears in the records of the Corporation.  An affidavit of the Secretary or Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given by personal delivery, by mail, or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Whenever any notice is required to be given by law, the Certificate of Incorporation, or these Bylaws to the person entitled to such notice, a waiver thereof, in writing signed by the person, or by electronic transmission, whether before or after the meeting or the time stated therein, shall be deemed equivalent in all respects to such notice to the full extent permitted by law.  If such waiver is given by electronic transmission, the electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the person waiving notice.  In addition, notice of any meeting of the Board of Directors, or any committee thereof, need not be given to any director if such director shall sign the minutes of such meeting or attend the meeting, except that if such director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, then such director shall not be deemed to have waived notice of such meeting.

Section 5.5                                     Saving Clause .

These Bylaws are subject to the provisions of the Certificate of Incorporation and applicable law.  In the event any provision (or part thereof) of these Bylaws is inconsistent with the Certificate of Incorporation or the corporate laws of the State of Delaware, such provision (or part thereof) shall be invalid to the extent only of such conflict, and such conflict shall not affect the validity of any other provision of these Bylaws.

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Section 5.6                                     Amendments .

In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors, by action taken by the affirmative vote of not less than the Applicable Percentage of the members of the entire Board, is hereby expressly authorized and empowered to adopt, amend or repeal any provision of the Bylaws of this Corporation.

Subject to the rights of the holders of any series of preferred stock, these Bylaws may be adopted, amended or repealed by the affirmative vote of the holders of not less than 70% of the total voting power of the then outstanding capital stock of the Corporation entitled to vote thereon; provided, however, that this paragraph shall not apply to, and no vote of the stockholders of the Corporation shall be required to authorize, the adoption, amendment or repeal of any provision of the Bylaws by the Board of Directors in accordance with the preceding paragraph.

Prior to the Series B Director Termination Time, the provisions of Section 2.8 of these Bylaws relating to the Series B Director Committee may not be amended without the approval of a majority of the Series B Directors then in office at such time as there is at least one (1) Series B Director in office.

Section 5.7                                     Gender/Number .

As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall include the other whenever the context so indicates.

Section 5.8                                     Electronic Transmission .

For purposes of these Bylaws, “ electronic transmission ” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such recipient through an automated process.

Section 5.9                                     Forum Selection

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, any state or federal court located within the State of Delaware) shall, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Corporation, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (3) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware or as to which the General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery of the State of Delaware, or (4) any action asserting a claim governed by the internal affairs doctrine.  Any person or entity

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purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 5.9.

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