We may also terminate the agreement if Expedia ceases to hold all of the 2015 Expedia Shares unless the
disposition of those shares was (1) approved by a majority of members of our Board of Directors that were not designated by Expedia, (2) involuntary or (3) the result of an action taken by us or any of our affiliates.
The foregoing description of the Expedia Outsourcing Agreement is qualified in its entirety by reference to the Expedia Outsourcing Agreement, which was filed
as an exhibit to the registration statement filed with the Commission on August 31, 2017.
Despegar Outsourcing Agreement
We entered into the Despegar Outsourcing Agreement with certain affiliates of Expedia on August 17, 2016. Under the Despegar Outsourcing Agreement, we are
required to make our hotel reservations available to certain affiliates of Expedia. The relevant Expedia Affiliate receives compensation equal to a percentage of the revenue earned by us from the property owner.
The agreement has a three-year term that automatically renews for one-year periods, unless either party elects not to renew. We are required to indemnify
Expedia and/or its affiliates for losses derived from end user claims. However, if during any contract year Expedia and/or its affiliates suffer losses derived from end user claims exceeding 1% of the annual aggregate room price of the bookings made
by the Company during such year, we may terminate the agreement.
As of December 31, 2017 our receivables with Expedia under de Despegar Outsourcing
Agreement were $5.3 million.
The foregoing description of the Despegar Outsourcing Agreement is qualified in its entirety by reference to the
Despegar Outsourcing Agreement, which was filed as an exhibit to the registration statement filed with the Commission on August 31, 2017.
Shareholder Agreements
We are party to the following
agreements with our shareholders: (i) the Sixth Amended and Restated Investors Rights Agreement, dated as of August 29, 2017, by and among the Company, (1) Tiger Global Private Investment Partners IV, L.P., Tiger Global
Investments, L.P., The Scott Shleifer 2011 Descendants Trust pursuant to an agreement dated as of January 20, 2011, LFX Trust under an agreement dated as of January 26, 2011 and Ventoux V LLC (together, the Tiger Global
Shareholders), (2) Porto Palma S.A, Vistamare S.A., Tielis Park S.A., Prosventure S.A., Pausania S.A., Bynum Company S.A., Birbey S.A., Prefisul S.A., Pranaguspi S.A. (together, the Former Management Shareholders); (3) SC
US GF V HOLDINGS, LTD., SCGE FUND, L.P., SCHF (M) PV, L.P. (together, the Sequoia Shareholders), Insight Venture Partners VII, LP, Insight Venture Partners VII (CoInvestors), LP, Insight Venture Partners (Cayman) VII LP, Insight
Venture Partners (Delaware) VII LP (together, the Insight Shareholders), Accel Growth Fund II L.P., Accel Growth Fund II Strategic Partners L.P., Accel Growth Fund 2012 Investors L.L.C. (together, the Accel
Shareholders), General Atlantic Partners (Bermuda) II, L.P., GAPCO GmbH & Co. KG, GAP Coinvestments CDA, L.P., GAP Coinvestments III, LLC, GAP Coinvestments IV, LLC (together, the General Atlantic Shareholders and,
together, with the Sequoia Shareholders, the Insight Shareholders and the Accel Shareholders, the Other Investor Shareholders); and (4) Expedia (together, with the Tiger Global Shareholders, the Former Management Shareholders and
the Other Investor Shareholders, the Principal Shareholders) (the Sixth Amended and Restated Investors Rights Agreement); (ii) the Fourth Amended and Restated Voting Agreement dated as of August 29, 2017, by
and among the Company, the Principal Shareholders, Nilesh Lakhani, Edgardo Sokolowicz, Alipio Camanzano, Martin Molinari (through investment vehicles), Christian Adonajlo, Cristian Camsen, Daniel Goldstein and Michael Doyle (together, the
Additional Shareholders) (the Fourth Amended and Restated Voting Agreement); and (iii) the Fourth Amended and Restated First Refusal and Co-Sale Agreement dated as of August 29, 2017, by and among the Company, the
Principal Shareholders and the Additional Shareholders (the
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