|VINNEMEIER PETER filed this Form SC 13D/A on 11/23/2018|
Instructions: To be reviewed and executed by an authorized representative of the Issuer.
Issuer Representation Letter
Reference is made to that certain Sales Plan dated ________ (the “Plan”) between Peter Vinnemeier (“Seller”) and Morgan Stanley Smith Barney LLC (“MSSB”) relating to the sale of American Depositary Shares, each representing a Class A share (the “ADS”) of trivago N.V. (the “Issuer”).
As an authorized representative of the Issuer, I hereby represent and covenant on the Issuer's behalf that:
144 Affiliate of the Issuer
Section 16 insider
Subject to the Issuer’s insider trading windows
2. The sales to be made by MSSB for the account of Seller pursuant to the Plan will not violate the Issuer’s insider trading policies and, to the best of the Issuer’s knowledge, there are no legal, contractual or regulatory restrictions applicable to Seller or Seller’s affiliates as of the date of this representation that would prohibit Seller from entering into the Plan or prohibit any sale pursuant to the Plan.
3. If, at any time between the Adoption Date and the Plan End Date (each as defined in the Plan), (i) the Issuer becomes aware of a legal, contractual or regulatory restriction that is applicable to Seller or Seller’s affiliates or a stock offering requiring an affiliate lock-up, which would prohibit any sale pursuant to the Plan (other than any such restriction relating to Seller’s possession or alleged possession of material nonpublic information about the Issuer or its securities), (ii) there is a change in the Issuer’s insider trading policies, so that the sales to be made by MSSB for the account of the Seller pursuant to the Plan would violate these policies or (iii) where the Plan covers ADS that Seller has the right to acquire under outstanding stock options, there is a change in the Issuer’s policies with regard to the timing or method of exercising such options which could interfere with the manner or timing of the sales to be made pursuant to this Plan, the Issuer agrees to give MSSB’s PDP Trading Desk notice of such restriction in writing as soon as practicable to the individuals identified in Part I – Account and Plan Information of the Plan. Such notice shall be made to and shall indicate the anticipated duration of the restriction, but shall not include any other information about the nature of the restriction or its applicability to Seller or otherwise communicate any material nonpublic information about the Issuer or its securities to MSSB.
4. If the Plan covers ADS that Seller has the right to acquire under outstanding stock options, the Issuer acknowledges that Seller has authorized MSSB to serve as Seller’s agent and attorney-in-fact to exercise such stock options to purchase the ADS from time to time pursuant to the Plan. The Issuer agrees to accept, acknowledge and effect the exercise of such options by MSSB and the delivery of the underlying ADS to MSSB (free of any legend or statement restricting its transferability to a buyer) upon receipt of a completed Trade Schedule A – Notice and Authorization of Exercise of Stock Options of Sale included in Part II of the Plan.
5. To the best of the Issuer’s knowledge, the Seller was not solicited by either MSSB or its employees or financial advisors to enter into the Plan and neither MSSB nor its employees or financial advisors have solicited or recommended a transaction or investment strategy involving a security or securities in connection with the Plan or the transactions contemplated by the Plan.
Dated: ____________, 2018