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F-3
TRIVAGO N.V. filed this Form F-3 on 04/05/2018
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AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
dated December 15, 2016
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.
PARTIES:
(A)
Mr. Rolf Schrömgens, born 2 June 1976, (“Shareholder 1”);
(B)
Mr. Peter Vinnemeier, born 10 September 1974, (“Shareholder 2”);
(C)
Mr. Malte Siewert, born 8 December 1974, (“Shareholder 3”);
(hereinafter, Shareholder 1, Shareholder 2 and Shareholder 3 each individually also referred to as a “Managing Shareholder” and collectively as the “Managing Shareholders”);
(D)
Expedia Lodging Partner Services S.à r.l., a company incorporated under the laws of Switzerland with its statutory seat in Geneva, registered with the commercial register (Office Fédéral du Registre du Commerce) in Geneva under number CH-660-2813009-8, Switzerland (the “Non-Managing Shareholder”);
(E)
Expedia, Inc., a corporation incorporated under the laws of the State of Washington, USA with registered address in Tumwater, Washington, USA (“Guarantor”);
(F)
Expedia, Inc., a corporation incorporated under the laws of the State of Delaware, USA with registered address in Dover, Delaware, USA (“Parent Guarantor”);
(G)
trivago GmbH, a German limited liability company registered with the commercial register of the lower court of Düsseldorf under HRB 51842 (the “Operating Company” and, together with the Non-Managing Shareholder and the Managing Shareholders and their predecessors, the “Original Parties”); and
(H)
The Company.
WHEREAS:

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