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SEC Filings

F-3
TRIVAGO N.V. filed this Form F-3 on 04/05/2018
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Exhibit
Exhibit 4.2
Execution Version


IPO STRUCTURING AGREEMENT
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 mit beschränkter Haftung) incorporated under the laws of Germany with statutory seat in Düsseldorf, Germany (irrespective of its legal form the “Company”, it being understood that such term shall be deemed to include any legal successors of such entity).
WHEREAS, Expedia and the Founders are currently the sole shareholders of the Company;
WHEREAS, Expedia and the Founders have agreed to pursue a potential initial public offering of Class A ADSs (the “Potential IPO”) of HoldCo; in connection with the Potential IPO, Expedia has proposed to the Founders to set up HoldCo as a newly formed parent entity of the Company, in the framework of which Expedia will contribute all, and each of the Founders will contribute a part, of their shares in the Company to HoldCo and will cause HoldCo to change its legal form into a public limited liability company (naamloze vennootschap) under the laws of The Netherlands;
WHEREAS, in connection with and contingent upon the consummation of the Potential IPO, Expedia and the Founders intend to undertake a corporate restructuring;
WHEREAS, if the Potential IPO is consummated and subject to the occurrence of certain events described in this Agreement, Expedia and the Founders intend to cause the Company to merge with and into HoldCo within the meaning of the Directive 2005/56/EG of the European Parliament and of the Council and section 2:309 and 2:333b DCC and the provisions of sections 122a – 122l in connection with sections 2 – 38 and 46 – 59 UmwG, in such way that all assets and liabilities (gehele vermogen) of the Company shall pass to HoldCo under universal succession of title (algemene titel) and that the Company shall cease to exist (the “Merger”);
WHEREAS, the parties hereto intend to seek the Ruling (as defined below) in connection with the Merger;
WHEREAS, Expedia and the Founders have agreed to grant the Founders an option to become shareholders in HoldCo;