Shares DESPEGAR.COM, CORP. ORDINARY SHARES NO PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 7th, 2017 • Despegar.com, Corp. • Transportation services • New York
Despegar.com, Corp., a company incorporated and existing under the laws of the British Virgin Islands (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Itau BBA USA Securities, Inc. and UBS Securities LLC are acting as representatives (the “Representatives”), and certain shareholders of the Company (the “Selling Shareholders”) named in Schedule I hereto severally propose to sell to the several Underwriters, an aggregate of [ ] ordinary shares, no par value, of the Company (the “Firm Shares”), of which [ ] shares are to be issued and sold by the Company and [ ] shares are to be sold by the Selling Shareholders, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.
We address to you on behalf of Expedia, Inc., a Washington corporation (“Expedia”) in connection with the Lodging Outsourcing Agreement (the “Agreement”), entered by Expedia, Decolar.com, Inc., a Delaware Corporation (“Decolar Parent”), Travel...Despegar.com, Corp. • April 10th, 2020 • Transportation services • New York
This Offer shall be deemed unconditionally and irrevocably accepted by Decolar if Decolar sends to Expedia a letter accepting this Offer, issued in accordance with Section 15.9 of Annex A on or before the Expiration Time. Should this Offer is accepted, the terms and conditions attached as Annex A will be valid and binding.
NOMINATING AGREEMENTNominating Agreement • October 21st, 2020 • Despegar.com, Corp. • Transportation services • Delaware
This NOMINATING AGREEMENT, dated as of October 21, 2020 (this “Agreement”), is entered into by and among Despegar.com, Corp., a business company incorporated in the British Virgin Islands with company number 1936519 and whose registered office is at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110 (the “Company”), and the holder of Ordinary Shares of the Company (together with any securities issued in respect thereof or in exchange or substitute therefor, “Ordinary Shares”) listed on the signature pages hereto under the caption “Expedia Shareholder” (together with its Affiliates, collectively, the “Expedia Shareholder”). In consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:
SHELF REGISTRATION RIGHTS AGREEMENTShelf Registration Rights Agreement • April 30th, 2021 • Despegar.com, Corp. • Transportation services • New York
THIS SHELF REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 21, 2020 by and among Despegar.com, Corp, a business company incorporated in the British Virgin Islands with company number 1936519 and whose registered office is at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110 (the “Company”), and the person and entities listed as “Holders” on the signature pages hereto (each, a Holder and, collectively, the “Holders”).
AMENDMENT TO THE DECOLAR LODGING OUTSOURCING AGREEMENTLodging Outsourcing Agreement • July 13th, 2017 • Despegar.com, Corp. • Transportation services • New York
Whereas, on August 17, 2016, Expedia and Travel Reservations entered into an agreements by means of which Decolar agreed to provide Expedia with access through the Decolar API to all Travel Products made available by Decolar or any of its Affiliates through any Travel Solution for properties located in the Decolar Territory for use on all Expedia Travel Solutions (the “Decolar Outsourcing Agreement”);
SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTRights Agreement • August 31st, 2017 • Despegar.com, Corp. • Transportation services • Delaware
WHEREAS, the Company is party to that certain Fifth Amended and Restated Investors’ Rights Agreement, dated as of March 6, 2015, by and among the Company and the holders of the Ordinary Shares listed on Schedules A, B, C and D thereto, as amended through the date of this Agreement, (the “Fifth Amended and Restated Investors’ Rights Agreement”);
INVESTMENT AGREEMENT by and among DESPEGAR.COM, CORP., andInvestment Agreement • August 21st, 2020 • Despegar.com, Corp. • Transportation services • New York
INVESTMENT AGREEMENT, dated as of August 20, 2020 (this “Agreement”), by Despegar.com, Corp., a business company incorporated in the British Virgin Islands (the “Company”) and Waha LATAM Investments Limited, a Cayman Islands limited company (the “Purchaser”).
Reference is hereby made to the Amended and Restated Lodging Outsourcing Agreement dated 15 November 2019 by and among Expedia, Inc., a Washington corporation (“Expedia”, “we”, “us” or “our”), Travel Reservations S.R.L, a Uruguay corporation,...Lodging Outsourcing Agreement • April 26th, 2024 • Despegar.com, Corp. • Transportation services
This Offer shall be deemed unconditionally and irrevocably accepted by Decolar if Decolar sends to Expedia a letter accepting this Offer, issued in accordance with Section 15.9 of the LOA Agreement on or before the Expiration Time. Should this Offer be accepted, the terms and conditions attached as Annex A will be valid and binding.
INVESTMENT AGREEMENT by and among DESPEGAR.COM, CORP., and LCLA DAYLIGHT LP Dated as of August 20, 2020Investment Agreement • August 21st, 2020 • Despegar.com, Corp. • Transportation services • New York
INVESTMENT AGREEMENT, dated as of August 20, 2020 (this “Agreement”), Despegar.com, Corp., a BVI business company incorporated in the British Virgin Islands with company number 19365519 (the “Company”) and LCLA Daylight LP, a Delaware limited partnership (the “Purchaser” ).
FOURTH AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENTAdoption Agreement • August 31st, 2017 • Despegar.com, Corp. • Transportation services • Delaware
Parties: Despegar.com, Corp., a business company incorporated in the British Virgin Islands with company number 1936519 and whose registered office is at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110 (the “Company”), the holders of Ordinary Shares of the Company (“Ordinary Shares”) listed on Schedule A hereto (the “Tiger Shareholders”), the holders of Ordinary Shares listed on Schedule B hereto (the “Management Shareholders”), the holders of Ordinary Shares listed on Schedule C hereto (the “Other Investor Shareholders”), the holders of Ordinary Shares listed on Schedule D hereto (the “Expedia Shareholder”) and such persons who may be listed from time to time on Schedule E hereto (the “Additional Shareholders” and, together with the Management Shareholders, the Tiger Shareholders, the Other Investor Shareholders and the Expedia Shareholder, each, a “Shareholder” and, collectively, the “Shareholders”), in each case as such Schedules A, B
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2021 • Despegar.com, Corp. • Transportation services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 18, 2020 by and among Despegar.com, Corp, a business company incorporated in the British Virgin Islands with company number 1936519 and whose registered office is at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110 (the “Company”), and the person and entities listed as “Holders” on the signature pages hereto (each, a Holder and, collectively, the “Holders”).
FOURTH AMENDED AND RESTATED VOTING AGREEMENTAdoption Agreement • August 31st, 2017 • Despegar.com, Corp. • Transportation services • Delaware
WHEREAS, the Company is party to that certain Third Amended and Restated Voting Agreement, dated as of March 6, 2015, by and among the Company and the holders of the Ordinary Shares listed on Schedules A, B, C, D and E thereto, as amended through the date of this Agreement (the “Third Amended and Restated Voting Agreement”);
Annex A AMENDMENT TO AMENDED AND RESTATED LODGING OUTSOURCING AGREEMENTLodging Outsourcing Agreement • August 21st, 2020 • Despegar.com, Corp. • Transportation services
This amendment (“Amendment”) to the Amended and Restated Lodging Outsourcing Agreement (the “Agreement”), dated as of November 15, 2019 by and among Expedia, Inc., a Washington corporation, Travel Reservations S.R.L, a Uruguay corporation (“Decolar”), Decolar.com, Inc., a Delaware Corporation (“Decolar Parent”) and each of the subsidiaries of Decolar Parent set forth therein, is effective as of the Expiration Time of the Offer (the “Amendment Date”) (the “Parties”).
We address to you on behalf of Expedia, Inc., a Washington corporation (“Expedia”) in connection with the Sixth Amended and Restated Investors’ Rights Agreement (the “Agreement”), entered into by Despegar.com, Corp. a business company incorporated in...Letter Agreement • August 21st, 2020 • Despegar.com, Corp. • Transportation services
This Offer shall be deemed unconditionally and irrevocably accepted by the Company if the Company sends to Expedia a letter accepting this Offer, issued in accordance with Section 6.4 of the Agreement on or before the Expiration Time. Should this Offer be accepted, the terms and conditions attached as Annex A will be valid and binding.
