Voting Agreement Between IAC Inc. and MGM Resorts International

IAC Inc. and MGM Resorts International, along with Barry Diller, have entered into a Voting Agreement. This agreement dictates how IAC Inc., Mr. Diller, and their affiliates will vote their MGM shares, which collectively represent over 25.73% of MGM's voting power. They are obligated to vote these shares in the same proportion as other MGM stockholders, excluding themselves. The agreement has specific termination conditions, including if their combined ownership drops below 17.5%, if MGM fails to nominate two directors designated by IAC, or if a change of control occurs for MGM. Additionally, the agreement outlines conditions under which Barry Diller and his affiliates (excluding IAC) will no longer be subject to these voting restrictions. These conditions include Mr. Diller no longer holding a senior position at IAC and his controlled entities no longer beneficially owning at least one-third of IAC's voting securities. The agreement is governed by Delaware law.