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).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 5th, 2016 • Travel B.V. • Services-computer processing & data preparation
indemnification of and advancement of expenses to the Indemnitee as set forth in this Agreement in order to provide increased certainty of protection to the Indemnitee and induce the Indemnitee to provide and continue to provide services to the Company.
to be notarized] AMENDED AND RESTATED SHAREHOLDERS AGREEMENT CONCERNING TRIVAGO N.V. DATED AS OF [•], 2016 BY AND AMONG THE PARTIES SIGNATORY HERETOShareholders Agreement • December 5th, 2016 • Travel B.V. • Services-computer processing & data preparation
This AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of [•], 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
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
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
