DEPOSIT AGREEMENT by and among TRAVEL B.V.1 as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as of [●],...Deposit Agreement • December 5th, 2016 • Travel B.V. • Services-computer processing & data preparation • New York
DEPOSIT AGREEMENT, dated as of [●], 20[●], by and among (i) travel B.V., a company incorporated in the Netherlands, with its principal executive office at Bennigsen-Platz 1, 40474 Düsseldorf, Federal Republic of Germany (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
TRIVAGO N.V. INDENTURE Dated as of [______], 20[__]Indenture • April 5th, 2018 • Trivago N.V. • Services-computer processing & data preparation • New York
Indenture dated as of [_______], 20[__] between trivago N.V., a public company with limited liability incorporated under the laws of the Netherlands (“Company”), and [______] (“Trustee”).
DEPOSIT AGREEMENTDeposit Agreement • April 5th, 2018 • Trivago N.V. • Services-computer processing & data preparation • New York
DEPOSIT AGREEMENT, dated as of December 15, 2016, by and among (i) travel B.V., a company incorporated in the Netherlands, with its principal executive office at Bennigsen-Platz 1, 40474 Düsseldorf, Federal Republic of Germany (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
trivago N.V. American Depositary Shares representing Class A shares, with a nominal value of €0.06 per share EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 3rd, 2021 • Trivago N.V. • Services-computer processing & data preparation • New York
trivago N.V., a Dutch public limited company (naamloze vennootschap) (the “Company”), proposes to issue and sell through Morgan Stanley & Co. LLC, as sales agent (the “Manager”), on the terms set forth in this equity distribution agreement (this “Agreement”), American Depositary Shares (“ADSs”), each representing a fully paid Class A share, with a nominal value of €0.06 per share (the “Shares”). The Shares in the form of ADSs shall be issued and delivered in the manner contemplated by this Agreement, and shall have an aggregate gross sales price of up to $75,000,000 (the “Sale ADSs”). The Class A shares, nominal value of €0.06 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Class A Shares”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 5th, 2021 • Trivago N.V. • Services-computer processing & data preparation
SHAREHOLDERS AGREEMENT CONCERNING TRIVAGO N.V.Shareholder Agreement • April 5th, 2018 • Trivago N.V. • Services-computer processing & data preparation
This AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of December 15, 2016 (this “Agreement”), by and among turbo B.V., a private limited liability company (after conversion and change of name immediately following the execution of this agreement: TRIVAGO N.V., a public limited liability company) incorporated and existing under the laws of the Netherlands with its principal executive offices located at Bennigsen-Platz 1, 40474 Düsseldorf, Federal Republic of Germany (the “Company”), and the Original Parties (as defined below, and together with the Company, the “Parties”), amends and restates the Original Agreement (as defined below) , by and among the Original Parties (or their predecessors) and certain other parties named therein.
COMMERCIAL LEASE AGREEMENT for the “B1” at Bennigsen-Platz 1 in 40474 DüsseldorfCommercial Lease Agreement • December 5th, 2016 • Travel B.V. • Services-computer processing & data preparation
trivago GmbH, Kaiserswerther Strasse 229, 40474 Düsseldorf, represented by its Managing Director Peter Vinnemeier, with offices at the same address
AMENDMENT TO SHAREHOLDERS AGREEMENTShareholders Agreement • March 6th, 2018 • Trivago N.V. • Services-computer processing & data preparation
This amendment to the Shareholders Agreement (as defined below) (this “Amendment”) is made and entered into on August 21/22, 2017, by and among trivago N.V., a public limited company (naamloze vennootschap) incorporated under the laws of The Netherlands with statutory seat in Amsterdam, The Netherlands (“Company”), Mr. Rolf Schrömgens, Mr. Peter Vinnemeier, Mr. Malte Siewert (Messrs. Schrömgens, Vinnemeier and Siewert, collectively the “Managing Shareholders”), Expedia Lodging Partner Services S.à r.l., a limited liability company (société à responsabilité limitée) incorporated under the laws of Switzerland with its statutory seat in Geneva (“Non-Managing Shareholder”), Expedia, Inc., a corporation incorporated under the laws of the State of Washington, USA with registered address in Tumwater, Washington, USA (“Guarantor”), Expedia, Inc., a corporation incorporated under the laws of the State of Delaware, USA with registered address in Dover, Delaware, USA (“Parent Guarantor”) and triv
DATA HOSTING SERVICES AGREEMENTData Hosting Services Agreement • September 8th, 2016 • Turbo Travel Holding B.V. • Transportation services • Washington
This Data Hosting Services agreement (the “Agreement”), effective as of May 1, 2013 (the “Effective Date”), is by and between Expedia, Inc., a Washington corporation with its principal place of business at 333 108th Avenue N.E., Bellevue, Washington, 98004 USA (“Service Provider”), and trivago GmbH, a German limited liability company, with its registered place of business at Bennigsen Platz 1, 40474 Dusseldorf, Germany (the “Company”). Service Provider and the Company are each a “Party” and collectively, the “Parties”.
IPO STRUCTURING AGREEMENTIpo Structuring Agreement • April 5th, 2018 • Trivago N.V. • Services-computer processing & data preparation
This agreement (the “Agreement”) is entsered into on December 15, 2016, by and among Mr. Rolf Schrömgens, Mr. Peter Vinnemeier, Mr. Malte Siewert (Messrs. Schrömgens, Vinnemeier and Siewert, collectively the “Founders”), travel B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands with statutory seat in Amsterdam (“HoldCo”), Expedia Lodging Partner Services S.à r.l., a limited liability company (société à responsabilité limitée) incorporated under the laws of Switzerland with statutory seat in Geneva (“Expedia”), Expedia, Inc., a corporation incorporated under the laws of the State of Washington, USA with registered address in Tumwater, Washington, USA (“Guarantor”), Expedia, Inc., a corporation incorporated under the laws of the State of Delaware, USA with registered address in Dover, Delaware, USA (“Parent Guarantor”) and trivago GmbH, a private company with limited liability (Gesellschaft
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 1st, 2024 • Trivago N.V. • Services-computer processing & data preparation • Washington
The Service Provider and Service Recipient shall be individually referred to as a “Party” and collectively, the “Parties”. The Parties are directly owned subsidiaries of Expedia Group, Inc., a Delaware corporation, with its principal place of business at 1111 Expedia Way W, Seattle, WA USA 98119. Expedia Group, Inc. and its subsidiaries are collectively referred to as “Expedia Group.”
SECOND AMENDMENT TO THE SHAREHOLDERS AGREEMENTShareholder Agreement • March 6th, 2019 • Trivago N.V. • Services-computer processing & data preparation
This second amendment to the Shareholders Agreement (as defined below) (this “Second Amendment”) is made and entered into this 7th day of February, 2019, by and among trivago N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of The Netherlands with statutory seat in Amsterdam, The Netherlands (“Company”), Mr. Rolf Schrömgens, Mr. Peter Vinnemeier, Mr. Malte Siewert (Messrs. Schrömgens, Vinnemeier and Siewert, collectively the “Managing Shareholders”), Expedia Lodging Partner Services S.à r.l., a limited liability company (société à responsabilité limitée) incorporated under the laws of Switzerland with statutory seat in Geneva (“Non-Managing Shareholder”), Expedia, Inc., a corporation incorporated under the laws of the State of Washington, USA, with registered address in Tumwater, Washington, USA (“Guarantor”) and Expedia Group, Inc., a corporation incorporated under the laws of the State of Delaware, USA, with registered address in Dover, Del
AMENDMENT AND TERMINATION AGREEMENTAmendment and Termination Agreement • March 3rd, 2023 • Trivago N.V. • Services-computer processing & data preparation
This Amendment and Termination Agreement is entered into and effective as of July 11, 2022, by and between trivago N.V., a Dutch public limited company (the “Company”), and [insert management board member] (the “Participant”) (this “Agreement”). Each of the Company and the Participant are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Template for employees with options re GmbH A shares with a strike price of EUR 1, who do not hold other options.] AMENDMENT TO PHANTOM OPTION AND PROFIT SHARE BONUS AGREEMENTPhantom Option and Profit Share Bonus Agreement • December 19th, 2016 • Trivago N.V. • Services-computer processing & data preparation
Expedia/Founders Multiple as defined below), Expedia and the Founders thereby becoming shareholders of IPOCo (the Contribution), and (ii) promptly following the Contribution, the Founders and Expedia will cause IPOCo to change its legal form into a form suitable to effect an IPO, i.e. a public limited liability company under the laws of The Netherlands (naamloze vennootschap) (the Conversion). Upon the Conversion becoming effective, the ordinary shares in IPOCo held by Expedia at that time shall be converted into class B shares in the capital of IPOCo and all ordinary shares in IPOCo held by the Founders at that time shall be converted into Class A Shares.
CONTRIBUTION AGREEMENTContribution Agreement • March 6th, 2018 • Trivago N.V. • Services-computer processing & data preparation
This agreement (“Agreement”) is entered into on August 21, 2017, by and among Mr. Rolf Schrömgens, Mr. Peter Vinnemeier, Mr. Malte Siewert (Messrs. Schrömgens, Vinnemeier and Siewert, each, a “Founder,” and collectively, the “Founders”), trivago N.V., a public limited company (naamloze vennootschap) incorporated under the laws of The Netherlands with statutory seat in Amsterdam, The Netherlands (“HoldCo”), Expedia Lodging Partner Services S.à r.l., a limited liability company (société à responsabilité limitée) incorporated under the laws of Switzerland with statutory seat in Geneva, Switzerland (“Expedia”), Expedia, Inc., a corporation incorporated under the laws of the State of Washington, USA with registered address in Tumwater, Washington, USA (“Guarantor”), Expedia, Inc., a corporation incorporated under the laws of the State of Delaware, USA with registered address in Dover, Delaware, USA (“Parent Guarantor”) and trivago GmbH, a private company with limited liability (Gesellschaft
to be notarized] IPO STRUCTURING AGREEMENTIpo Structuring Agreement • December 5th, 2016 • Travel B.V. • Services-computer processing & data preparation
This agreement (the “Agreement”) is entered into on [●], 2016, by and among Mr. Rolf Schrömgens, Mr. Peter Vinnemeier, Mr. Malte Siewert (Messrs. Schrömgens, Vinnemeier and Siewert, collectively the “Founders”), travel B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands with statutory seat in Amsterdam (“HoldCo”), Expedia Lodging Partner Services S.à r.l., a limited liability company (société à responsabilité limitée) incorporated under the laws of Switzerland with statutory seat in Geneva (“Expedia”), Expedia, Inc., a corporation incorporated under the laws of the State of Washington, USA with registered address in Tumwater, Washington, USA (“Guarantor”), Expedia, Inc., a corporation incorporated under the laws of the State of Delaware, USA with registered address in Dover, Delaware, USA (“Parent Guarantor”) and trivago GmbH, a private company with limited liability (Gesellschaft mit besch
JOINDERJoinder Agreement • March 3rd, 2023 • Trivago N.V. • Services-computer processing & data preparation
The undersigned are executing and delivering this Joinder Agreement, dated as of November 14, 2022, pursuant to that certain Amended and Restated Shareholders Agreement, dated as of December 15, 2016 concerning trivago N.V. (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Shareholders Agreement”), by and among the Parties signatory thereto, and any Permitted Transferee that becomes a party to the Shareholders Agreement in accordance with the terms thereof. The undersigned are executing and delivering this Joinder Agreement in connection with a transfer of all the Class B Shares held by Expedia Lodging Partner Services S.à.r.l., (“ELPS”) to WWTE Travel S.à.r.l., a company incorporated under the laws of Luxembourg (“WWTE”). WWTE will immediately thereafter transfer all such shares to Expedia, Inc., a corporation incorporated under the laws of the State of Washington, USA (the “Expedia Assignee”). Capitalized terms used but not defined i
THIRD AMENDMENT TO THE SHAREHOLDERS AGREEMENTShareholder Agreement • March 3rd, 2023 • Trivago N.V. • Services-computer processing & data preparation
This third amendment to the Shareholders Agreement (as defined below) (this “Third Amendment”) is made and entered into this eighteenth day of May, 2022, by and among trivago N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of The Netherlands with statutory seat in Amsterdam, The Netherlands (“Company”), Mr. Rolf Schrömgens, Mr. Peter Vinnemeier, Mr. Malte Siewert (Messrs. Schrömgens, Vinnemeier and Siewert, collectively the “Managing Shareholders”), Expedia Lodging Partner Services S.à r.l., a limited liability company (société à responsabilité limitée) incorporated under the laws of Switzerland with statutory seat in Geneva (“Non-Managing Shareholder”), Expedia, Inc., a corporation incorporated under the laws of the State of Washington, USA, with registered address in Tumwater, Washington, USA (“Guarantor”) and Expedia, Inc., a corporation incorporated under the laws of the State of Delaware, USA, with registered address in Dover, Delaware,
SERVICES AND SUPPORT AGREEMENTServices and Support Agreement • October 14th, 2016 • Travel B.V. • Services-computer processing & data preparation
This Services and Support Agreement (the “Agreement”), effective September 1, 2016 (the “Effective Date”), is by and between trivago GmbH, a company organized and existing under the laws of Germany with its principal place of business at Benningsen Platz 1, 40474 Düsseldorf, Germany (the “trivago” or “Recipient”), and Expedia LPS Lodging Partner Services Sarl, a company organized and existing under the laws of Switzerland, with its principal place of business at Rue du 31 Décembre 40-42 et 44-46, 1207 Genève, Switzerland (“Expedia LPS” or “Service Provider”) (each a “Party” and collectively, the “Parties”). Expedia LPS is an indirectly-owned subsidiary of Expedia, Inc., a Washington corporation, with its principal place of business at 333 108th Avenue N.E., Bellevue, Washington 98004 (“Expedia”).
SERVICES AND SUPPORT AGREEMENTServices and Support Agreement • March 1st, 2024 • Trivago N.V. • Services-computer processing & data preparation • Washington
The Service Provider and Service Recipient shall be individually referred to as a “Party” and collectively, the “Parties”. The Parties are directly or indirectly owned entities of Expedia Group, Inc., a Delaware corporation, with its principal place of business at 1111 Expedia Way W, Seattle, WA USA 98119. Expedia Group, Inc. and its subsidiaries are collectively referred to as “Expedia Group.”
LEASE AGREEMENTLease Agreement • December 5th, 2016 • Travel B.V. • Services-computer processing & data preparation
The Lessor leases to the Tenant in said building the following spaces, namely spaces in the 3rd and 4th floors (in the north wing and south wing respectively) covering roughly 5,855.84 m2 of leased space, as shown in a coloured outline in annex III and as viewed by the Tenant (the leased space shown also includes a proportion of the communal spaces, such as the entrance area, corridors and stairwells, at a rate of roughly 5.74%)
INTRA-GROUP LOAN AGREEMENTIntra-Group Loan Agreement • December 5th, 2016 • Travel B.V. • Services-computer processing & data preparation
TRIVAGO GMBH, a limited liability company incorporated under German law, registered with the commercial register of the Lower Court of Düsseldorf under registration no. HRB 51842 and with registered offices at Bennigsen-Platz 1, 40474 Düsseldorf, Germany
