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).
SHAREHOLDERS AGREEMENT CONCERNING TRIVAGO N.V.Shareholders 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.
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
