|VINNEMEIER PETER filed this Form SC 13D/A on 09/19/2018|
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of September 14, 2018 (the “Effective Date”), by and between PAR Investment Partners, L.P., a Delaware limited partnership (the “Purchaser”), Malte Siewert (“Siewert”) and Peter Vinnemeier (“Vinnemeier” and, together with Siewert, the “Sellers” and each, a “Seller”).
WHEREAS, the Sellers desire to sell, and the Purchaser desires to buy, an aggregate of seven million (7,000,000) Class A shares, nominal value of €0.06 per share (the “Class A Shares”), represented by an equal number of American Depositary Shares (“ADSs”), of trivago N.V., a Dutch public limited company (naamloze vennootschap) (the “Company”), at a price per share of Four U.S. Dollars and Forty-Seven Cents ($4.47) (the “Per Share Purchase Price”) on the terms and conditions set forth in this Agreement. It is the intention of the parties to this Agreement that the transaction contemplated by this Agreement (the “Transaction”) be a private sale of securities that is exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(7) of the Securities Act and pursuant to the satisfaction of the conditions for the so-called “Section 4 (1 ½)” private resale exemption.
In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
PURCHASE AND SALE OF THE SHARES
Section 1.1 Purchase and Sale of Shares. Subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, each Seller hereby agrees to sell, transfer and assign to the Purchaser, free and clear of all Liens, all of such Seller’s right, title and interest in and to the number of Class A Shares set forth opposite such Seller’s name on Annex I to this Agreement, and the Purchaser hereby agrees to purchase such Class A Shares from the Sellers at a price per Class A Share equal to the Per Share Purchase Price, for an aggregate purchase price of Thirty-One Million Two Hundred and Ninety Thousand U.S. Dollars ($31,290,000) (the “Purchase Price”), of which Six Million, Seven Hundred and Five Thousand U.S. Dollars ($6,705,000) shall be payable to Siewert and Twenty-Four Million, Five Hundred and Eighty Five Thousand U.S. Dollars ($24,585,000) shall be payable to Vinnemeier. The Class A Shares acquired by the Purchaser pursuant to this Agreement are referred to herein as the “Shares”.