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...
Exhibit 4.4
NEW YORK, NEW YORK,
August 20, 2020
Xxxxxxxx.xxx, Corp.
Commerce House, Wickhams Cay 1
X.X. Xxx 0000, Xxxx Xxxx
Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx
RE: IRREVOCABLE OFFER XXX 001/2020
Ref: Letter Agreement (Investors’ Rights Agreement)
Dear Sirs,
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 Xxxxxxxx.xxx, Corp. a business company incorporated in the British Virgin Islands (the “Company”), Expedia and the other shareholders named therein. We hereby present you with an Letter Agreement between Expedia and the Company with respect to the extension of Expedia’s registration rights pursuant to the Sixth Amended and Restated Investors’ Rights Agreement attached hereto as Annex A.
This Offer shall terminate at 5:00 p.m. (New York City time) on August 20, 2020 (the “Expiration Time”) unless accepted prior thereto.
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.
| Sincerely, |
| Expedia, Inc. |
| /s/ Xxxx Xxxx |
| Name: Xxxx Xxxx |
| Title: Authorized Person |
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Annex A
This letter agreement (“Letter Agreement”) among Xxxxxxxx.xxx, Corp. (the “Company”) and Expedia, Inc. (“Expedia”) is effective as of the Expiration Time of the Offer (the “Agreement Date”) (the “Parties”).
Reference is made to the Sixth Amended and Restated Investors’ Rights Agreement (the “XXX”), dated as of August 29, 2017 by and among the Company, Expedia and the and the other shareholders named therein.
The Parties desire to extend the term of the registration rights provided in the XXX to Expedia, on the terms set forth in this Letter Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows.
All capitalized terms, where not defined in this Letter Agreement, shall have the meanings set out in the XXX. From and after the Agreement Date, the Parties agree as follows:
| 1. | REGISTRATION RIGHTS. The Company hereby extends the registration rights provided to Expedia in Article II of the XXX, on the terms and conditions set forth in the XXX, for the period beginning upon the expiration of such rights with respect to Expedia and ending two (2) years thereafter,; provided that such extension shall be subject to Expedia granting a waiver of its rights with respect to Section 2.11 of the XXX substantially in the form provided to Expedia prior to the date hereof. |
| 2. | GENERAL. Except as expressly modified herein among the Parties, all terms, conditions and provisions of the XXX shall continue in full force and effect as set forth in the XXX immediately prior to the effectiveness of the Letter Agreement including without limitation the confidentiality provisions in Section 6.7 of the XXX). In the event of a conflict between the terms and conditions of the XXX and the terms and conditions of this Letter Agreement, the terms and conditions of this Letter Agreement shall prevail. Each Party represents and warrants to the other Party that this Letter Agreement has been duly authorized, executed and delivered by it and constitutes a valid and legally binding agreement with respect to the subject matter contained herein. Each Party agrees that the XXX, with the extension of Expedia’s registration rights in accordance with this Letter Agreement, constitutes the complete and exclusive statement of the agreement between the Parties, and supersedes all prior proposals and understandings, oral and written, relating to the subject matter contained herein. This Letter Agreement shall not be modified or rescinded except in writing signed by all of the Parties. This Letter Agreement may be signed in two or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. All signatures of the parties may be transmitted by facsimile, and such facsimile will, for all purposes, be deemed to be the original signature of such Party whose signature it reproduces and will be binding on such Party. This Letter Agreement shall be governed by and construed in accordance with the Laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflict of Laws principles of such State. To the extent the Company or any of its Affiliates believes a disclosure of the existence of this Letter Agreement and/or any of its terms may be required under application law or regulation or the rules of any applicable securities exchange, the Parties shall coordinate to ensure appropriate redaction of Expedia’s commercially sensitive information is implemented to the satisfaction of Expedia prior to any such filing. This provision shall survive termination or expiry of this Letter Agreement. |
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