The DirecTV Group (DTV)

3.         Non-Solicitation. Liberty acknowledges that Holdings’ and its Subsidiaries’ employees from and after the Closing Date will be key components to the success of Holdings and its Subsidiaries, including Splitco, the Splitco Business and DIRECTV, and that the preservation of Holdings’ and its Subsidiaries’ respective employee bases from and after the Closing Date is critical to, among other things, Holdings’ and its Subsidiaries’ prospects. Consequently, Liberty agrees that, for a period of two years from and after the Closing Date, without the prior written consent of Holdings, Liberty will not, and will cause its Affiliates not to, directly or indirectly, (a) solicit any individual who is an executive officer or other member of senior management of Holdings or its Subsidiaries from and after the Closing Date to leave his or her employment with Holdings or its Subsidiaries or interfere with the employment relationship between Holdings or its Subsidiaries, on the one hand, and any individual who is an executive officer or other member of senior management of Holdings or its Subsidiaries, on the other hand, from and after the Closing Date, or (b) hire any individual who is an executive officer or other member of senior management of DIRECTV, the Splitco Business or any of their Subsidiaries during the twelve month period preceding the Closing Date; provided that the foregoing restrictions shall not prohibit Liberty or its Affiliates from (A) soliciting or hiring any individuals through the placement of general advertisements of employment opportunities which are not specifically directed at employees of Holdings or its Subsidiaries or (B) hiring any such individuals who become aware of employment opportunities other than by a solicitation prohibited by this Section 3 and approach Liberty or its Affiliates with respect thereto.

(a)       For a period of three (3) years from and after the Closing Date (the “Restricted Period”), Liberty shall not, and shall cause its Affiliates not to, directly or indirectly, as a stockholder, owner, equityholder, manager, operator, lender, investor, consultant, member, partner, licensor, contractor, agent or in any other capacity, engage or participate in a Restricted Business (as defined below) anywhere in North America or South America where the Restricted Business was operated, directly or indirectly, by Liberty or DIRECTV prior to the Closing Date. The term “Restricted Business” means (i) the provision of direct-to-home delivery of video services by satellite (“DTH Service”); (ii) the provision of programming consisting of live coverage of regional and local sports in the Covered Areas; or (iii) the provision of programming or on-line skill-based games of the nature produced, carried, offered or hosted by Game Show Network, LLC or its Subsidiary, FUN Technologies ULC (formerly known as FUN Technologies Inc.), on the Closing Date.

(b)       Notwithstanding the foregoing, the restrictions of this Section 4 shall not apply to any business (other than the DTH Service and the Splitco Business) in which (x) Liberty, (y) any of its Subsidiaries or (z) any Person in which Liberty, as of the date hereof, owns directly or indirectly 5% or more of the outstanding voting stock or is engaged (including any services offered by Sirius XM Radio Inc. or any of its Subsidiaries or successors). In addition, the restrictions set forth herein shall not be applicable to any acquisition, directly or indirectly, after the date of this Agreement by Liberty or any of its Affiliates (whether by merger, share exchange, purchase or otherwise) of:

(i)        any Person (or any interest therein) which is not Primarily Engaged in a Restricted Business;

(ii)       securities listed on any securities exchange of any Person (a “Public Company”) that is Primarily Engaged in a Restricted Business, provided that Liberty and its Affiliates would not, in the aggregate, own, directly or indirectly, 5% or more of the outstanding voting power or capital stock of such Person (after giving effect to such acquisition, the “Public Company Threshold”); and

(iii)      securities not listed on any securities exchange of any Person (a “Private Company”) that is Primarily Engaged in a Restricted Business, provided that (A) Liberty and its Affiliates would not, in the aggregate, own, directly or indirectly, more than 10% of the outstanding voting power or capital stock of such Person (after giving effect to such acquisition, the “Private Company Threshold”), and (B) neither Liberty nor any of its Affiliates would possess any management or other rights to direct the operations of such Person (after giving effect to such acquisition).

(c)       Liberty agrees, that during the Restricted Period, it shall not and shall cause its Affiliates not to, in the aggregate, own, directly or indirectly, 5% or more of the outstanding voting power or capital stock of EchoStar or any of its Subsidiaries primarily engaged in the business of providing goods or services to Dish Network Corporation.

For a period of three years from and after the Closing Date, Liberty shall not, and shall not authorize or permit any of its Affiliates or their respective Representatives to do or agree to do any of the following, without the prior written consent of Holdings:

(i)        effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of any Equity Securities (or Beneficial Ownership thereof), or any indebtedness or businesses of Holdings or any of its Subsidiaries, (B) any tender or exchange offer, consolidation, business combination, acquisition, merger, joint venture or other business combination involving Holdings or any of its Subsidiaries or any material assets of Holdings or any of its Subsidiaries, (C) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Holdings or any of its Subsidiaries, or (D) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to vote any voting securities of Holdings or consents to any action from any holder of any voting securities of Holdings or seek to advise or influence any Person with respect to the voting of or the granting of any consent with respect to any voting securities of Holdings;

(ii)       form, join or in any way participate in a “group” (as defined under the Exchange Act) in connection with the voting securities of Holdings or otherwise act in concert with any Person in respect of any such securities;

(iii)      otherwise act, alone or in concert with others, to seek representation on, or to control or influence the management of, the Board of Directors or policies of Holdings;

(iv)      enter into any discussions or arrangements with any third party with respect to any of the foregoing;

(v)       request that Holdings or any of its Representatives amend or waive any provision of this paragraph, or make any public announcement with respect to the restrictions of this paragraph, or take any action which would reasonably be expected to require Holdings to make a public announcement regarding the possibility of a business combination or merger; or

(vi)      advise, assist or encourage any other Persons, in connection with any of the foregoing;

provided,

series of Liberty Entertainment Common Stock, the number of shares of the applicable series of Liberty Entertainment Common Stock constituting Malone Liberty Shares shall be adjusted appropriately, or (ii) following the Split-Off Effective Time, Splitco affecting any series of Splitco Common Stock, the number of shares of the applicable series of Splitco Common Stock constituting Malone Splitco Shares, and, if applicable, the number of shares of the applicable series of Malone Holdings Shares shall be adjusted appropriately, and this Agreement and the obligations hereunder shall be deemed amended and shall attach to any additional shares of any series of Liberty Entertainment Common Stock, Splitco Common Stock or other securities of Liberty (that have the right to vote on any of the matters described in Section 2(a)) or Splitco, in each case, issued to the Members in connection therewith.

(f)        Post-Split-Off Liberty Shares. From and after the Split-Off Effective Time, this Agreement shall cease to apply to, and will not in any way restrict or limit, any shares of Liberty Entertainment Common Stock or Convertible Securities in respect of Liberty Entertainment Common Stock Beneficially Owned by any Member.

(a)       Voting Excess Holdings Class B Common Shares. From and after the Merger Effective Time and until the termination of this Agreement in accordance with its terms, at any meeting of the stockholders of Holdings however called (or any action by written consent in lieu of a meeting) or any adjournment or postponement thereof, each Excess Holder shall appear at such meeting of stockholders or otherwise cause their aggregate Excess Holdings Class B Common Shares to be counted as present thereat for the purpose of establishing a quorum, and vote all of their respective Excess Holdings Class B Common Shares (or cause them to be voted) or (as appropriate) execute written consents in respect thereof, in the same manner as, and in the same proportion to, the votes or actions of all Holdings stockholders, other than the votes or actions of the Members and their Affiliates, at any such meeting of the stockholders of Holdings or under any such other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) is sought by or from the stockholders of Holdings. Any such vote shall be cast (or consent shall be given) by an Excess Holder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). The provisions of Section 3(b) shall not apply to any Equity Securities of Holdings which are not Excess Holdings Class B Common Shares.

(i)        In furtherance of the agreement of the Excess Holders in Section 3(a) above, but subject to clause (ii) below, each such Excess Holder hereby irrevocably constitutes and appoints Holdings and any officer(s) or directors of Holdings designated as proxy or proxies by Holdings as its attorney-in-fact and proxy in accordance with the DGCL (with full power of substitution and re-substitution), for and in the name, place and stead of such Excess Holder, to vote the Excess Holdings Class B Common Shares Beneficially Owned by such Excess Holder at any meeting of stockholders of Holdings after the Merger Effective Time, however called, or at any adjournment or postponement thereof, or to execute one or more written consents in respect

of such Excess Holdings Class B Common Shares, in the same manner as, and in the same proportion to, the votes or actions of all Holdings stockholders, other than the votes or actions of the Members and their Affiliates, at any such meeting of the stockholders of Holdings or under any such other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) is sought by or from the stockholders of Holdings.

(ii)       The proxies granted pursuant to Section 3(b)(i) shall (A) be valid and irrevocable until the termination of this Agreement in accordance with its terms (even if such period is longer than three years from the date hereof), (B) automatically terminate upon the termination of this Agreement in accordance with its terms and (C) not apply to any Member Shares which were Transferred to any Person (other than a Member, including any Permitted Transferee). Each Excess Holder represents that any and all other proxies heretofore given in respect of his or her Excess Holdings Class B Common Shares, are revocable, and that such other proxies either have been revoked or are hereby revoked. Each Excess Holder affirms that the foregoing proxies are: (x) given (I) in connection with the execution and adoption of the Merger Agreement and (II) to secure the performance of such Excess Holder’s duties under this Agreement, (y) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (z) intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL prior to termination of this Agreement.

(iii)      The foregoing proxy shall be binding upon the applicable Excess Holder’s heirs, estate, administrators, personal representatives and successors.

(iv)      It is hereby acknowledged by the parties hereto that, as of the date hereof and as of the Merger Effective Time, the Certificate of Incorporation of Holdings prohibits and will prohibit action taken by written consent of the stockholders of Holdings in lieu of a meeting.

(c)       Additional Shares. From and after the Merger Effective Time, subject to Section 4, if any Member acquires record or Beneficial Ownership of shares of any Holdings Class B Common Stock (including pursuant to the exercise, conversion or exchange of any Convertible Security), such Member shall promptly notify Holdings and DIRECTV of the number of shares so acquired, and such shares shall become Member Shares for purposes of this Agreement. Such Member shall also promptly notify Holdings whether such shares are to be initially constituted as Dr. Malone Holdings Shares, Mrs. Malone Holdings Shares, Tracy Trust Holdings Shares or Evan Trust Holdings Shares, if applicable, provided,

3.         Non-Solicitation. Liberty acknowledges that Holdings’ and its Subsidiaries’ employees from and after the Closing Date will be key components to the success of Holdings and its Subsidiaries, including Splitco, the Splitco Business and DIRECTV, and that the preservation of Holdings’ and its Subsidiaries’ respective employee bases from and after the Closing Date is critical to, among other things, Holdings’ and its Subsidiaries’ prospects. Consequently, Liberty agrees that, for a period of two years from and after the Closing Date, without the prior written consent of Holdings, Liberty will not, and will cause its Affiliates not to, directly or indirectly, (a) solicit any individual who is an executive officer or other member of senior management of Holdings or its Subsidiaries from and after the Closing Date to leave his or her employment with Holdings or its Subsidiaries or interfere with the employment relationship between Holdings or its Subsidiaries, on the one hand, and any individual who is an executive officer or other member of senior management of Holdings or its Subsidiaries, on the other hand, from and after the Closing Date, or (b) hire any individual who is an executive officer or other member of senior management of DIRECTV, the Splitco Business or any of their Subsidiaries during the twelve month period preceding the Closing Date; provided that the foregoing restrictions shall not prohibit Liberty or its Affiliates from (A) soliciting or hiring any individuals through the placement of general advertisements of employment opportunities which are not specifically directed at employees of Holdings or its Subsidiaries or (B) hiring any such individuals who become aware of employment opportunities other than by a solicitation prohibited by this Section 3 and approach Liberty or its Affiliates with respect thereto.

(a)       For a period of three (3) years from and after the Closing Date (the “Restricted Period”), Liberty shall not, and shall cause its Affiliates not to, directly or indirectly, as a stockholder, owner, equityholder, manager, operator, lender, investor, consultant, member, partner, licensor, contractor, agent or in any other capacity, engage or participate in a Restricted Business (as defined below) anywhere in North America or South America where the Restricted Business was operated, directly or indirectly, by Liberty or DIRECTV prior to the Closing Date. The term “Restricted Business” means (i) the provision of direct-to-home delivery of video services by satellite (“DTH Service”); (ii) the provision of programming consisting of live coverage of regional and local sports in the Covered Areas; or (iii) the provision of programming or on-line skill-based games of the nature produced, carried, offered or hosted by Game Show Network, LLC or its Subsidiary, FUN Technologies ULC (formerly known as FUN Technologies Inc.), on the Closing Date.

(b)       Notwithstanding the foregoing, the restrictions of this Section 4 shall not apply to any business (other than the DTH Service and the Splitco Business) in which (x) Liberty, (y) any of its Subsidiaries or (z) any Person in which Liberty, as of the date hereof, owns directly or indirectly 5% or more of the outstanding voting stock or is engaged (including any services offered by Sirius XM Radio Inc. or any of its Subsidiaries or successors). In addition, the restrictions set forth herein shall not be applicable to any acquisition, directly or indirectly, after the date of this Agreement by Liberty or any of its Affiliates (whether by merger, share exchange, purchase or otherwise) of:

(i)        any Person (or any interest therein) which is not Primarily Engaged in a Restricted Business;

(ii)       securities listed on any securities exchange of any Person (a “Public Company”) that is Primarily Engaged in a Restricted Business, provided that Liberty and its Affiliates would not, in the aggregate, own, directly or indirectly, 5% or more of the outstanding voting power or capital stock of such Person (after giving effect to such acquisition, the “Public Company Threshold”); and

(iii)      securities not listed on any securities exchange of any Person (a “Private Company”) that is Primarily Engaged in a Restricted Business, provided that (A) Liberty and its Affiliates would not, in the aggregate, own, directly or indirectly, more than 10% of the outstanding voting power or capital stock of such Person (after giving effect to such acquisition, the “Private Company Threshold”), and (B) neither Liberty nor any of its Affiliates would possess any management or other rights to direct the operations of such Person (after giving effect to such acquisition).

(c)       Liberty agrees, that during the Restricted Period, it shall not and shall cause its Affiliates not to, in the aggregate, own, directly or indirectly, 5% or more of the outstanding voting power or capital stock of EchoStar or any of its Subsidiaries primarily engaged in the business of providing goods or services to Dish Network Corporation.

For a period of three years from and after the Closing Date, Liberty shall not, and shall not authorize or permit any of its Affiliates or their respective Representatives to do or agree to do any of the following, without the prior written consent of Holdings:

(i)        effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of any Equity Securities (or Beneficial Ownership thereof), or any indebtedness or businesses of Holdings or any of its Subsidiaries, (B) any tender or exchange offer, consolidation, business combination, acquisition, merger, joint venture or other business combination involving Holdings or any of its Subsidiaries or any material assets of Holdings or any of its Subsidiaries, (C) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Holdings or any of its Subsidiaries, or (D) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to vote any voting securities of Holdings or consents to any action from any holder of any voting securities of Holdings or seek to advise or influence any Person with respect to the voting of or the granting of any consent with respect to any voting securities of Holdings;

(ii)       form, join or in any way participate in a “group” (as defined under the Exchange Act) in connection with the voting securities of Holdings or otherwise act in concert with any Person in respect of any such securities;

(iii)      otherwise act, alone or in concert with others, to seek representation on, or to control or influence the management of, the Board of Directors or policies of Holdings;

(iv)      enter into any discussions or arrangements with any third party with respect to any of the foregoing;

(v)       request that Holdings or any of its Representatives amend or waive any provision of this paragraph, or make any public announcement with respect to the restrictions of this paragraph, or take any action which would reasonably be expected to require Holdings to make a public announcement regarding the possibility of a business combination or merger; or

(vi)      advise, assist or encourage any other Persons, in connection with any of the foregoing;

provided,

series of Liberty Entertainment Common Stock, the number of shares of the applicable series of Liberty Entertainment Common Stock constituting Malone Liberty Shares shall be adjusted appropriately, or (ii) following the Split-Off Effective Time, Splitco affecting any series of Splitco Common Stock, the number of shares of the applicable series of Splitco Common Stock constituting Malone Splitco Shares, and, if applicable, the number of shares of the applicable series of Malone Holdings Shares shall be adjusted appropriately, and this Agreement and the obligations hereunder shall be deemed amended and shall attach to any additional shares of any series of Liberty Entertainment Common Stock, Splitco Common Stock or other securities of Liberty (that have the right to vote on any of the matters described in Section 2(a)) or Splitco, in each case, issued to the Members in connection therewith.

(f)        Post-Split-Off Liberty Shares. From and after the Split-Off Effective Time, this Agreement shall cease to apply to, and will not in any way restrict or limit, any shares of Liberty Entertainment Common Stock or Convertible Securities in respect of Liberty Entertainment Common Stock Beneficially Owned by any Member.

(a)       Voting Excess Holdings Class B Common Shares. From and after the Merger Effective Time and until the termination of this Agreement in accordance with its terms, at any meeting of the stockholders of Holdings however called (or any action by written consent in lieu of a meeting) or any adjournment or postponement thereof, each Excess Holder shall appear at such meeting of stockholders or otherwise cause their aggregate Excess Holdings Class B Common Shares to be counted as present thereat for the purpose of establishing a quorum, and vote all of their respective Excess Holdings Class B Common Shares (or cause them to be voted) or (as appropriate) execute written consents in respect thereof, in the same manner as, and in the same proportion to, the votes or actions of all Holdings stockholders, other than the votes or actions of the Members and their Affiliates, at any such meeting of the stockholders of Holdings or under any such other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) is sought by or from the stockholders of Holdings. Any such vote shall be cast (or consent shall be given) by an Excess Holder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). The provisions of Section 3(b) shall not apply to any Equity Securities of Holdings which are not Excess Holdings Class B Common Shares.

(i)        In furtherance of the agreement of the Excess Holders in Section 3(a) above, but subject to clause (ii) below, each such Excess Holder hereby irrevocably constitutes and appoints Holdings and any officer(s) or directors of Holdings designated as proxy or proxies by Holdings as its attorney-in-fact and proxy in accordance with the DGCL (with full power of substitution and re-substitution), for and in the name, place and stead of such Excess Holder, to vote the Excess Holdings Class B Common Shares Beneficially Owned by such Excess Holder at any meeting of stockholders of Holdings after the Merger Effective Time, however called, or at any adjournment or postponement thereof, or to execute one or more written consents in respect

of such Excess Holdings Class B Common Shares, in the same manner as, and in the same proportion to, the votes or actions of all Holdings stockholders, other than the votes or actions of the Members and their Affiliates, at any such meeting of the stockholders of Holdings or under any such other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) is sought by or from the stockholders of Holdings.

(ii)       The proxies granted pursuant to Section 3(b)(i) shall (A) be valid and irrevocable until the termination of this Agreement in accordance with its terms (even if such period is longer than three years from the date hereof), (B) automatically terminate upon the termination of this Agreement in accordance with its terms and (C) not apply to any Member Shares which were Transferred to any Person (other than a Member, including any Permitted Transferee). Each Excess Holder represents that any and all other proxies heretofore given in respect of his or her Excess Holdings Class B Common Shares, are revocable, and that such other proxies either have been revoked or are hereby revoked. Each Excess Holder affirms that the foregoing proxies are: (x) given (I) in connection with the execution and adoption of the Merger Agreement and (II) to secure the performance of such Excess Holder’s duties under this Agreement, (y) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (z) intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL prior to termination of this Agreement.

(iii)      The foregoing proxy shall be binding upon the applicable Excess Holder’s heirs, estate, administrators, personal representatives and successors.

(iv)      It is hereby acknowledged by the parties hereto that, as of the date hereof and as of the Merger Effective Time, the Certificate of Incorporation of Holdings prohibits and will prohibit action taken by written consent of the stockholders of Holdings in lieu of a meeting.

(c)       Additional Shares. From and after the Merger Effective Time, subject to Section 4, if any Member acquires record or Beneficial Ownership of shares of any Holdings Class B Common Stock (including pursuant to the exercise, conversion or exchange of any Convertible Security), such Member shall promptly notify Holdings and DIRECTV of the number of shares so acquired, and such shares shall become Member Shares for purposes of this Agreement. Such Member shall also promptly notify Holdings whether such shares are to be initially constituted as Dr. Malone Holdings Shares, Mrs. Malone Holdings Shares, Tracy Trust Holdings Shares or Evan Trust Holdings Shares, if applicable, provided,