Page 10 of 20 – SEC Filing
Exhibit 99.2
EXECUTION VERSION
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 1⁄2) 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:
ARTICLE I
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 Sellers right, title and interest in and to the number of Class A Shares set forth opposite such
Sellers 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.
Section 1.2 The Closing. The closing of the Transaction (the Closing) shall take place, subject to the
conditions set forth in Section 1.3 below, on the Closing Date. On the Closing Date, (a) each Seller shall (i) transfer the Shares to be sold by such Seller hereunder to the Purchaser by book-entry (it being understood that the books
and records of the depositary for the ADSs may identify the ADSs representing the Shares as restricted and contain a stop-transfer notation and legend to that effect, subject to the terms of the Cooperation Agreement
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Exhibit 99.2
EXECUTION VERSION
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 1⁄2) 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:
ARTICLE I
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 Sellers right, title and interest in and to the number of Class A Shares set forth opposite such
Sellers 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.
Section 1.2 The Closing. The closing of the Transaction (the Closing) shall take place, subject to the
conditions set forth in Section 1.3 below, on the Closing Date. On the Closing Date, (a) each Seller shall (i) transfer the Shares to be sold by such Seller hereunder to the Purchaser by book-entry (it being understood that the books
and records of the depositary for the ADSs may identify the ADSs representing the Shares as restricted and contain a stop-transfer notation and legend to that effect, subject to the terms of the Cooperation Agreement
