TripAdvisor, Inc.

EX-99.1 · d156418dex991.htm

EX-99.1
 3
 d156418dex991.htm
 EX-99.1

 Exhibit 99.1

 Tripadvisor Enters into Agreement to Sell TheFork to American Express for $700 Million

 Transaction highlights the value of Tripadvisor’s portfolio and enables greater focus on experiences

 NEEDHAM, Mass., June 15, 2026 (PRNewswire) — Tripadvisor, Inc. (NASDAQ: TRIP) (the “Company”) today announced it has
entered into a put option agreement to sell TheFork, its online restaurant reservation and management platform in Europe, to American Express for $700 million in an all-cash transaction.

 The agreement follows Tripadvisor’s February 2026 announcement that it would explore strategic alternatives for TheFork. It recognizes the value created
in the business over more than a decade, and allows Tripadvisor to focus even more fully on its Experiences strategy.
 “This agreement reflects two
things we believe deeply: the tangible value across Tripadvisor Group’s portfolio and our ongoing focus on the opportunity we see ahead in Experiences,” said Matt Goldberg, CEO, Tripadvisor Group. “We’re proud of what
we’ve built with TheFork and grateful for the team’s work to secure a leading position in European dining. I’m confident that we’ve found an ideal home for them and look forward to expanding our relationship with American
Express in the future.”
 The transaction is expected to provide Tripadvisor with significant flexibility to accelerate its capital return policy,
maintain a well-capitalized balance sheet, and continue investing in its Experiences business to drive shareholder value. The companies also see opportunities to build on their existing relationship and deliver additional value to travelers over
time.
 “In addition to welcoming TheFork to the American Express family, we’re excited about the opportunity to deepen our relationship with
Tripadvisor going forward,” said Stephen Squeri, Chairman and CEO, American Express. “By building on our shared strengths across dining, travel, and experiences, we have opportunities to create even greater value for customers and
partners.”
 The proposed transaction is expected to close before the end of 2026, subject to labor consultation and customary closing conditions,
including regulatory approvals. The Company anticipates minimal tax cost from the sale of TheFork, with net proceeds expected to closely approximate the gross proceeds. Potential uses of proceeds include share repurchases, debt paydown, or inorganic
investment within the experiences category.
 As of the first quarter of 2026, the Company’s last reported period, the last twelve-month revenue for
TheFork was $232 million and adjusted EBITDA for TheFork segment for the same period was $28 million.
 Advisors

 Goldman Sachs served as financial advisor and Goodwin Procter LLP and Reed Smith LLP served as legal advisors to Tripadvisor and TheFork.

 Note on Segment Adjusted EBITDA

 We refer to segment adjusted EBITDA as a measure of segment profitability because it is the measure of profit or loss for our reportable segments provided to
our Chief Operating Decision Maker (CODM) in accordance with U.S. GAAP for segment reporting. Segment adjusted EBITDA is a key performance measure used by our CODM and Board of Directors to evaluate our individual operating segments. We define
adjusted EBITDA as net income (loss) plus: (1) (provision) benefit for income taxes; (2) other income (expense), net; (3) depreciation and amortization; (4) stock-based compensation; (5) goodwill, long-lived asset, and intangible
asset impairments; (6) legal reserves, settlements and other (including indirect tax reserves related to audit settlements and the impact of one-time changes resulting from enacted indirect tax
legislation); (7) restructuring and other related reorganization costs; (8) transaction related expenses (including non-operational costs related to significant shareholder activism, which includes
third-party advisory, legal, and other professional fees); and (9) non-recurring expenses and income unusual in nature or infrequently occurring.

 About Tripadvisor, Inc.
 The Tripadvisor Group connects
people to experiences worth sharing, and aims to be the world’s most trusted source for travel and experiences. We leverage our brands, technology, and capabilities to connect our global audience with partners through rich content, travel
guidance, and two-sided marketplaces for experiences, restaurants, and other travel categories such as hotels. The subsidiaries of Tripadvisor, Inc. (Nasdaq: TRIP), include a portfolio of travel brands and
businesses, including Tripadvisor, Viator, and TheFork.
 Cautionary Note Regarding Forward Looking Statements

 This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements regarding the proposed sale of Tripadvisor’s TheFork business to American Express, the anticipated benefits,
related agreements and timing of the transaction and potential uses of proceeds. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ
materially.

 2

 Key factors that could cause such differences include: whether or when the required employee works council
consultation processes are completed; the ability of the parties to successfully execute a definitive purchase agreement following exercise of the put option; the satisfaction of closing conditions, including obtaining regulatory and antitrust
approvals; difficulties or unexpected costs relating to segregating the integrated technology data and platform of TheFork from our retained operations and anticipated benefits for Tripadvisor as a result of the proposed transaction do not fully
materialize; risks related to disruption of management time; the operational risk of running our core business without the integrated data platform of TheFork; and the potential for material adjustments to net working capital or unforeseen tax
consequences related to the divestiture. Tripadvisor expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect any change in Tripadvisor’s expectations with regard
thereto or any change in events, conditions or circumstances on which such statement is based. Please refer to the publicly filed documents of Tripadvisor, including its most recent Forms 10-K and 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports Tripadvisor subsequently filed with the SEC, for additional information about Tripadvisor and about the risks
and uncertainties related to Tripadvisor’s business which may affect the statements in this release.
 Investor relations contact

 ir@tripadvisor.com
 Media contact

 northamericapr@tripadvisor.com

 TRIP-G

 3

EX-10.1 · d156418dex101.htm

EX-10.1
 2
 d156418dex101.htm
 EX-10.1

 Exhibit 10.1

 PRIVATE & CONFIDENTIAL
 FROM :

 AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.

 200 Vesey Street
 New York, NY 10285

 (“ Buyer ”)
 TO :

 TRIPADVISOR, INC.
 400 1st Avenue

 Needham, MA 02494
 (“ Parent ”)

 TRIPADVISOR UK HOLDCO LIMITED
 10 Norton Folgate, London,
United Kingdom, E1 6DB
 (“ Seller ”)
 LF
HOLDINGS (FRANCE) SAS
 70 rue Saint-Lazare

 75009 Paris, France
 (“ Company ”)

 June 14, 2026
 Dear Sirs,

 We refer to our recent discussions relating to the contemplated acquisition of the Shares representing all of the issued and outstanding Equity Interests of LF
Holdings (France) SAS, a French simplified joint stock company (société par actions simplifiée) , registered with the Trade and Companies Registry of Paris under number 803 696 509, whose registered office is at 70
rue Saint-Lazare – 75009 Paris, France (the “ Company ” and together with Parent and Seller, the “ Seller Parties ”) (the “ Contemplated
Transaction ”).
 This letter agreement (the “ Put Option Agreement ”) sets forth the Buyer’s irrevocable commitment to
acquire from the Seller the Shares, under the terms and subject to the conditions set forth in the final equity purchase agreement attached hereto as Schedule A (the “ Equity Purchase Agreement ” or “ EPA ”).

 We acknowledge that before the Seller may enter into the EPA, the works’ council ( comité social et économique )
(“ Works’ Council ”) of La Fourchette SAS, a French simplified joint-stock company ( société par actions simplifiée ), registered with the Trade and Companies Registry of Paris under number
494 447 949 and a wholly-owned Subsidiary of the Seller, must be informed and consulted in connection with the Contemplated Transaction in accordance with French labor Laws (the “ Consultation Process ”).

 Capitalized terms used in this Put Option Agreement shall, unless otherwise defined herein, have the meanings ascribed to them in the EPA.

 1.
 PUT OPTION

 1.1
 The Buyer hereby irrevocably undertakes to purchase the Shares at the price and under the other terms and
subject to the conditions set forth in the EPA and in this Put Option Agreement, subject only to the delivery by the Seller Parties of a notice to sell the Shares to the Buyer in accordance with the terms of this Put Option Agreement, the form of
which is set out in Schedule B (the “ Put Option ” and the notice of such decision being referred to as the “ Exercise Notice ”). Upon the delivery of the Exercise Notice to the Buyer, each of the Buyer and
Seller Parties shall be bound to execute and deliver the EPA on a date (the “ Execution Date ”) to be agreed among the Seller Parties and the Buyer; provided that such Execution Date shall in any event be no later than two
(2) Business Days following delivery of the Exercise Notice; provided further that the Seller Parties and the Buyer shall be bound by the terms of the EPA as from the date of the Exercise Notice (and, as a consequence, as from such date, the
Seller shall be bound to sell to Buyer, and Buyer shall be bound to purchase from the Seller, the Shares pursuant to the terms and subject to the conditions set forth in the EPA) whether or not the EPA has been executed and delivered by the parties
thereto on the Execution Date.

 1.2
 By countersigning the Put Option Agreement (the date of such signature being referred to as the “ Put
Option Date ”), the Seller Parties accept the benefit of the Put Option as an option solely, without undertaking to exercise such option.

 1.3
 An Exercise Notice may only be delivered by the Seller Parties to the Buyer prior to 6:00 pm (ET) on the Expiry
Date (as defined below). The Seller Parties’ right to deliver an Exercise Notice and cause the Buyer to execute the EPA shall automatically terminate at 6:00 pm (ET) on the date (the “ Expiry Date ”) that is the earlier of:

 1.3.1
 the date, as such date is defined below in Clause 2 ( Consultation Process ), falling ten
(10) Business Days after the Consultation Process has been completed or is deemed completed, in accordance with Clause 2 ( Consultation Process ); and

 1.3.2
 six (6) months after the Put Option Date.

 1.4
 If the Exercise Notice has not been delivered prior to 6:00 pm (ET) on the Expiry Date, the Put Option
Agreement (including, for the avoidance of doubt, the Put Option) will automatically terminate as at the Expiry Date, and the Buyer shall be released from its obligations under the Put Option Agreement (and the EPA), without any liability whatsoever
save in case of prior breach of the terms and provisions of this Put Option Agreement.

 1.5
 The parties hereto hereby expressly agree that the validity and enforceability of the Put Option is not subject
to the execution of an amendment to the EPA or any other document by the Buyer and accordingly, in the event the Seller Parties deliver a valid Exercise Notice in accordance with the provisions of this Put Option Agreement, the parties hereto shall,
as from the date of the Exercise Notice, be bound to perform their obligations under the EPA, pursuant to the terms and subject to the conditions set forth thereunder.

 2.
 CONSULTATION PROCESS

 2.1
 The Seller Parties agree to: (i) initiate the Consultation Process as soon as reasonably practicable, and
in any event no later than ten (10) Business Days, after the Put Option Date; (ii) conduct in accordance with applicable Laws the Consultation Process regarding the Contemplated Transaction; and (iii) use reasonable best efforts to
obtain an opinion (whether favorable or not) from the Works’ Council in relation to the Contemplated Transaction in accordance with French labor Laws as promptly as practicable following the date on which the Consultation Process has been
initiated.

 2

 2.2
 For the purpose of this Put Option Agreement, the date of completion of the Consultation Process shall be the
earlier of: (i) the date of the meeting of the Works’ Council during which the Works’ Council issued its opinion in connection with the Contemplated Transaction and; (ii) if the Works’ Council has not issued an opinion in
connection with the Contemplated Transaction, upon the expiration of the applicable period provided under Article R. 2312-6 of the French Labor Code or any longer period as may be ordered by the competent
court in accordance with the second-last paragraph of Article L. 2312-15 of the French Labor Code, the date upon which such applicable period or longer period ordered by the competent court expires.

 2.3
 The Seller Parties shall use reasonable best efforts to complete the Consultation Process as promptly as
practicable, by:

 2.3.1
 calling and attending any necessary meetings of the Works’ Council;

 2.3.2
 providing to the Works’ Council the information and documentation reasonably necessary to complete the
Consultation Process;

 2.3.3
 keeping the Buyer reasonably informed of the progress of the Works’ Council and of any material issues or
questions arising therefrom, including by (i) providing the Buyer with any material documents proposed to be given to the Works’ Council in advance of such material documents being given to them, and taking into consideration, in good
faith, any reasonable comments that would be made by the Buyer in relation to such material documents and (ii) providing the Buyer with any material written correspondence, notices or communications issued by the Works’ Council (or any
expert appointed) in the context of the Consultation Process, subject, in each case, to legal or customary confidentiality requirements;

 2.3.4
 keeping the Buyer regularly and timely informed of the progress of the Consultation Process and providing such
assistance as may reasonably be required by the Buyer in relation thereto; and

 2.3.5
 more generally providing all reasonable assistance and cooperation, in accordance with legal requirements and
customary practice in transactions similar to the Contemplated Transaction, with a view to completing the Consultation Process on a timely basis.

 2.4
 The Seller Parties undertake:

 2.4.1
 not to (and to cause Group Companies and their respective representatives not to) give any undertaking or
commitment to the Works’ Council, trade unions, other employee representatives and/or employees on behalf of Buyer in connection with the Consultation Process with respect to the Contemplated Transaction or the Buyer (or the Group Companies),
unless Buyer has given its prior written consent to such undertaking or commitment;

 2.4.2
 notify the Buyer of the completion of the Consultation Process within two (2) Business Days following the
date of completion (as determined in accordance with Clause 2.2); and

 2.4.3
 provide the Buyer with an extract of the minutes containing the opinion of the Works’ Council, within two
(2) Business Days following the Seller’s receipt of the same.

 3

 2.5
 The Buyer undertakes to use reasonable best efforts to co-operate with
the Seller Parties with respect to the Consultation Process by:

 2.5.1
 providing the Seller with any available document or information which the Works’ Council would reasonably
request in connection with the Consultation Process, including, but not limited to, information relating to the Buyer’s background, history and presence in France, and the Buyer’s perspectives on business conducted by the Group
Companies, and potential headcount evolution, subject only, in each case, to legal or customary confidentiality requirements;

 2.5.2
 designating a representative to attend any of the Works’ Council meetings, upon written request made by
the Seller, and meeting with members of the Works’ Council where and when reasonably requested by any members of the Works’ Council and subject to reasonable prior written notice; and

 2.5.3
 more generally providing all reasonable assistance and cooperation, in accordance with legal requirements and
customary practice in transactions similar to the Contemplated Transaction, with a view to completing the Consultation Process on a timely basis.

 2.6
 The Buyer and the Seller Parties will consult with each other and consider in good faith any issues and
proposals in relation to the Contemplated Transaction that may be raised as part of the Consultation Process, provided however that neither the Buyer nor the Seller shall be obliged to agree to any modification, variation or amendment of the terms
of this Put Option Agreement, the EPA or the Contemplated Transaction by virtue of the Consultation Process.

 3.
 EXCLUSIVITY

 As a condition and inducement to the willingness of Buyer to enter into this Put Option Agreement, the Seller Parties agree that from the Put
Option Date until the earlier of (i) the date on which the EPA is signed and delivered by the Seller Parties and the Buyer; and (ii) the date which is twelve (12) months following the Put Option Date (the “ Exclusivity
Period ”), neither the Parent, the Seller nor the Company shall, and each of the Seller Parties shall instruct its respective representatives not to, solicit, facilitate, initiate or knowingly encourage proposals, offers or inquiries from
any third party with respect to, or enter into negotiations, discussions or any agreement regarding the terms of, any direct or indirect sale of Equity Interests or (except as would not violate the prohibitions set forth in Section 6.1(h) of
the EPA) assets of any Group Company (including any sale structured as a merger, consolidation or similar business combination) or any similar transaction with any Person other than Buyer, its Affiliates and their respective representatives;
provided, however, that the foregoing shall not apply to proposals, offers or inquiries from any third party with respect to, or the entry into negotiations, discussions or any agreement regarding the terms of the sale of Equity Interests (including
any sale structured as a merger, consolidation or similar business combination) of Parent. During the Exclusivity Period, the Seller Parties shall also: (A) immediately cease any such discussions or negotiations that are ongoing;
(B) promptly disable access to the Company’s electronic data room provided to any such Person in connection with such discussions; and (C) use its reasonable best efforts to cause its representatives to also cease any such
negotiations or discussions.

 4

 4.
 REGULATORY COMPLIANCE

 4.1
 Except to the extent prohibited by applicable Law, the parties hereto shall comply with the provisions set
forth in Section 6.8 ( Regulatory Compliance ) of the EPA, as from the Put Option Date, as if such provisions were set out in this Put Option Agreement and any reference therein to “ this Agreement ”
or to “ the date hereof ” (or a similar expression) shall be deemed to be a reference to this Put Option Agreement and the Put Option Date, respectively.

 5.
 COVENANTS; REPRESENTATIONS AND WARRANTIES

 The Seller Parties hereby agrees to comply with the following provisions of the EPA: Section 6.1 ( Interim Operating Covenants ),
Section 6.9 ( Access to Information ), Section 6.12 ( Transition Services Agreement ), Section 6.17 ( Sanctions Screening Cooperation ), Section 6.18 ( Third Party Consents; Shared Contracts ),
Section 6.21 ( Security and Open Source Software Assessments ) and Section 6.22 ( Minimum Cash ), in each case as from the Put Option Date, as if such provisions were set out in this Put Option Agreement and any reference therein
to “ this Agreement ” or to “ the date hereof ” (or a similar expression) shall be deemed to be a reference to this Put Option Agreement and the Put Option Date, respectively.

 Parent and Seller hereby jointly and severally make the representations and warranties set forth in Section 3.1(b) ( Organization; Power
and Authority; Capital Structure ) and Section 4.1 ( Organization; Power and Authority ) to the Buyer, and the Buyer hereby makes the representations and warranties set forth in Section 5.1 ( Organization; Power and
Authority ) to the Seller, in each case as if such Sections were set out in this Put Option Agreement and any reference to “ this Agreement ” or to “ the date hereof ” (or a similar expression) shall be deemed to
be a reference to this Put Option Agreement and the Put Option Date, respectively.

 6.
 CONFIDENTIALITY; PUBLICITY

 The provisions of Section 6.2 (Confidentiality; Publicity ) of the EPA shall be incorporated in this Put Option Agreement as if set
out herein and shall apply mutatis mutandis .

 7.
 DURATION AND TERMINATION

 7.1
 This Put Option Agreement (save for the Surviving Provisions (as defined below)) shall terminate at 6:00 pm
(ET) on the Expiry Date (unless the Seller Parties has delivered an Exercise Notice in accordance with Clause 1.3, in which case the Put Option Agreement shall terminate upon execution and delivery of the EPA by all parties thereto).

 7.2
 In the event of termination of the Put Option Agreement in accordance with Clause 7.1, all rights and
obligations of the parties under this Put Option Agreement will automatically terminate (other than pursuant to Clause 3, Clause 6, Clause 7, Clause 8, Clause 9 and Clause 10 which shall remain in full force and effect and survive the termination of
this Put Option Agreement (together, the “ Surviving Provisions ”)), without liability against any party or its Affiliates other than (a) pursuant to the Surviving Provisions, or (b) with respect to rights accrued to any
party before such termination as a result of any prior breach by any other party of the terms of this Put Option Agreement.

 5

 7.3
 If no Exercise Notice has been delivered by the Seller Parties prior to 6:00 pm (ET) on the Expiry Date, then
the Seller Parties shall be jointly and severally liable to pay to Buyer a cash amount equal to $35,000,000 (the “ Termination Fee ”) no later than the fifth (5 th ) Business Day
after the Expiry Date by wire transfer of immediately available funds. The parties hereto acknowledge and agree that: (i) this Termination Fee is an integral part of the transactions contemplated by this Put Option Agreement and is included
herein in order to induce Buyer to enter into this Put Option Agreement; (ii) the Termination Fee does not constitute a penalty; and (iii) in light of the difficulty of accurately determining actual damages with respect to the foregoing,
the right to payment of the Termination Fee constitutes a reasonable estimate of the losses that will be suffered by Buyer if no Exercise Notice has been delivered prior to 6:00 pm (ET) on the Expiry Date and constitutes liquidated damages (in the
event such amounts are payable and paid) to compensate Buyer for the efforts and resources expended and the opportunities foregone while negotiating this Put Option Agreement and the EPA and on the expectation of the consummation of the transactions
contemplated by the EPA.

 8.
 EXPENSES

 The provisions of Section 10.7 ( Expenses ) of the EPA shall be incorporated in this Put Option Agreement as if set out herein and
shall apply mutatis mutandis to this Put Option Agreement, as if such provisions were set out in this Put Option Agreement.

 9.
 GOVERNING LAW

 9.1
 The provisions of Section 10.8 ( Arbitration; Choice of Law; Consent to Jurisdiction ) and
Section 10.9 ( WAIVER OF JURY TRIAL ) of the EPA shall be incorporated in this Put Option Agreement as if set out herein and shall apply mutatis mutandis to this Put Option Agreement, as if such provisions were set out in this Put
Option Agreement.

 10.
 MISCELLANEOUS

 The provisions of Section 10.1 ( Notices ), Section 10.3 ( Binding Effect ), Section 10.5 ( Assignment ),
Section 10.6 ( Severability ), and Section 10.10 ( Amendment ) through Section 10.14 ( Non-Recourse ) (both inclusive) of the EPA shall apply mutatis mutandis to this Put
Option Agreement, as if such provisions were set out in this Put Option Agreement.

 6

 We look forward to working together towards the completion of this Contemplated Transaction.

 /s/ Howard
Cheng                        

 AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.

 Represented by:
 Howard Cheng (Executive Vice President, Head of
Corporate
 Development)
 Buyer

 Signature Page to Put
Option Agreement

 The Put Option Agreement is countersigned by the Seller Parties exclusively to acknowledge
the agreement of the Seller Parties on its provisions and, in particular on undertakings, covenants and obligations of the Seller Parties provided therein (which shall be binding on them as from the date hereof). In no event shall such signature be
construed as an exercise of the Put Option by the Seller Parties, which shall only result from the delivery by the Seller Parties of an Exercise Notice to the Buyer in accordance with the Put Option Agreement.

 /s/ Michael Noonan

 TRIPADVISOR, INC.

 Represented by Michael Noonan, Chief Financial Officer

 Parent

 /s/ Linda C. Frazier

 TRIPADVISOR UK HOLDCO LIMITED

 Represented by Linda C. Frazier, Director

 Seller

 /s/ Linda C. Frazier

 LF HOLDINGS (FRANCE) SAS

 Represented by Linda C. Frazier, Director

 Company

 Signature Page to Put
Option Agreement

 Schedule A

 Equity Purchase Agreement

 FINAL FORM

 EQUITY PURCHASE AGREEMENT

 BY AND AMONG
 AMERICAN
EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
 TRIPADVISOR UK HOLDCO LIMITED

 LF HOLDINGS (FRANCE) SAS

 and
 TRIPADVISOR, INC.

 [•], 2026

 TABLE OF CONTENTS

 Page

 ARTICLE I DEFINITIONS

 1

 Section 1.1

 Definitions

 1

 Section 1.2

 Interpretation

 12

 ARTICLE II PURCHASE AND SALE OF THE SHARES

 13

 Section 2.1

 Agreement to Sell and Purchase

 13

 Section 2.2

 Closing; Closing Deliveries

 13

 Section 2.3

 Purchase Price

 14

 Section 2.4

 Payment of Base Purchase Price

 15

 Section 2.5

 Post-Closing Adjustment to Base Purchase Price

 15

 Section 2.6

 Withholding

 18

 ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING THE GROUP COMPANIES

 18

 Section 3.1

 Organization; Power and Authority; Capital Structure

 18

 Section 3.2

 Subsidiaries

 19

 Section 3.3

 No Conflict; Consents

 20

 Section 3.4

 Financial Statements

 20

 Section 3.5

 Absence of Undisclosed Liabilities

 21

 Section 3.6

 Operating in Ordinary Course of Business

 21

 Section 3.7

 Litigation

 21

 Section 3.8

 Taxes

 21

 Section 3.9

 Employee Benefit Plans

 23

 Section 3.10

 Real and Personal Property

 25

 Section 3.11

 Labor and Employment Matters

 26

 Section 3.12

 Contracts and Commitments

 27

 Section 3.13

 Intellectual Property

 29

 Section 3.14

 Compliance with Laws

 32

 Section 3.15

 Environmental Matters

 32

 Section 3.16

 Insurance

 33

 Section 3.17

 Data Privacy and Cybersecurity

 33

 Section 3.18

 Related Party Transactions

 34

 Section 3.19

 Brokers

 35

 Section 3.20

 Material Partners and Material Vendors

 35

 Section 3.21

 Anti-Corruption and Anti-Money Laundering Compliance

 35

 Section 3.22

 Sanctions Compliance

 36

 Section 3.23

 Shared Contracts

 36

 Section 3.24

 Disclaimer of Reliance and of Other Representations and Warranties

 36

 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER AND PARENT

 37

 Section 4.1

 Organization; Power and Authority

 37

 Section 4.2

 Non-Contravention

 37

 Section 4.3

 Ownership

 38

 Section 4.4

 Brokers

 38

 Section 4.5

 Litigation

 38

 i

 TABLE OF CONTENTS

 (continued)

 Page

 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER

 38

 Section 5.1

 Organization; Power and Authority

 38

 Section 5.2

 Authority and Non-Contravention

 38

 Section 5.3

 Investment Status

 39

 Section 5.4

 Brokers

 39

 Section 5.5

 Litigation

 39

 Section 5.6

 Sufficiency of Funds

 39

 Section 5.7

 Solvency

 40

 Section 5.8

 Governmental Orders

 40

 Section 5.9

 Due Diligence Review

 40

 ARTICLE VI COVENANTS

 40

 Section 6.1

 Interim Operating Covenants

 40

 Section 6.2

 Confidentiality; Publicity

 43

 Section 6.3

 Employees and Employee Benefit Arrangements

 44

 Section 6.4

 Tax Matters

 45

 Section 6.5

 Books and Records

 47

 Section 6.6

 Exclusivity

 48

 Section 6.7

 D&O Indemnification

 48

 Section 6.8

 Regulatory Compliance

 49

 Section 6.9

 Access to Information

 50

 Section 6.10

 Efforts to Consummate

 51

 Section 6.11

 Treatment of Tripadvisor Equity Awards held by Company Employees

 51

 Section 6.12

 Transition Services Agreement

 52

 Section 6.13

 Intellectual Property License, Assignment and Cessation of Use

 52

 Section 6.14

 R&W Insurance Policy

 54

 Section 6.15

 Further Assurances

 54

 Section 6.16

 Non-Competition; Customer and Employee Non-Solicitation

 54

 Section 6.17

 Sanctions Screening Cooperation; Contractor Territory Restrictions

 55

 Section 6.18

 Third Party Consents

 57

 Section 6.19

 Termination of Affiliate Arrangements

 58

 Section 6.20

 Settlement of Intercompany Balances

 58

 Section 6.21

 Security and Open Source Software Assessments

 58

 Section 6.22

 Minimum Cash

 59

 ARTICLE VII CONDITIONS TO CLOSING

 59

 Section 7.1

 Conditions to the Obligations of All Parties

 59

 Section 7.2

 Conditions to Buyer’s Obligations

 60

 Section 7.3

 Conditions to the Seller’s Obligations

 61

 Section 7.4

 Frustration of Closing Conditions

 61

 ii

 TABLE OF CONTENTS

 (continued)

 Page

 ARTICLE VIII TERMINATION

 61

 Section 8.1

 Termination

 61

 Section 8.2

 Effect of Termination

 62

 Section 8.3

 Termination Fee

 62

 ARTICLE IX NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES; WAIVER

 63

 Section 9.1

 Non-Survival of Representations and Warranties

 63

 Section 9.2

 Waiver

 63

 Section 9.3

 Exclusive Remedy

 64

 ARTICLE X GENERAL PROVISIONS

 64

 Section 10.1

 Notices

 64

 Section 10.2

 Disclosure Schedules

 65

 Section 10.3

 Binding Effect

 65

 Section 10.4

 Waiver of Conflicts; Deal Communications

 65

 Section 10.5

 Assignment

 67

 Section 10.6

 Severability

 67

 Section 10.7

 Expenses

 67

 Section 10.8

 Arbitration; Choice of Law; Consent to Jurisdiction

 67

 Section 10.9

 WAIVER OF JURY TRIAL

 68

 Section 10.10

 Amendment

 68

 Section 10.11

 No Agreement Until Executed

 68

 Section 10.12

 Specific Performance

 68

 Section 10.13

 Miscellaneous

 69

 Section 10.14

 Non-Recourse; Releases

 69

 Section 10.15

 Waivers

 70

 Section 10.16

 Performance

 70

 EXHIBITS
 EXHIBIT A –
EXAMPLE CLOSING NET WORKING CAPITAL CALCULATION
 EXHIBIT B – ACCOUNTING PRINCIPLES

 EXHIBIT C – TRANSITION SERVICES AGREEMENT
 EXHIBIT D
– SANCTIONS SCREENING INTEGRATION SPECIFICATIONS
 EXHIBIT E – CUSTOMER & END USER DATA FILE TEMPLATE

 EXHIBIT F – TSA PRINCIPLES
 SCHEDULES

 DISCLOSURE SCHEDULE
 SCHEDULE A – AMENDMENTS TO EXISTING
PARTNERSHIP AND CONTENT LICENSING AGREEMENTS

 iii

 EQUITY PURCHASE AGREEMENT

 This EQUITY PURCHASE AGREEMENT (the “ Agreement ”) is dated as of [•], 2026 (the “ Agreement
Date ”), by and among Tripadvisor, Inc., a Nevada corporation (“ Parent ”), TRIPADVISOR UK HOLDCO LIMITED, a private limited company incorporated in England and Wales with registered number 08279085 and registered address
at 10 Norton Folgate, London E1 6DB (the “ Seller ”), LF HOLDINGS (FRANCE) SAS, a French simplified joint stock company ( société par actions simplifiée ), registered with the Trade and Companies Registry
of Paris under number 803 696 509 and with registered address at 70 rue Saint-Lazare – 75009 Paris, France (the “ Company ”), and American Express Travel Related Services Company, Inc., a New York corporation
(“ Buyer ”). For purposes of this Agreement, capitalized terms used but not otherwise defined herein shall have the meanings specified in Article I .

 RECITALS:

 WHEREAS , the Seller is the owner of all of the issued and outstanding Equity Interests of the Company (the
“ Shares ”);
 WHEREAS , on June 14, 2026 (the “ Put Option Date ”), following thorough
satisfactory due diligence and the discussions and negotiations of the terms of this Agreement by the parties hereto, Buyer and Seller entered into a put option agreement relating to the acquisition by Buyer of the Shares from the Seller pursuant to
the terms and subject to the conditions of this Agreement (the “ Put Option Agreement ”);
 WHEREAS , on
[ • ], 2026, following completion of information and consultation procedures with the French works council in accordance with the Put Option Agreement, Seller has decided to exercise the put option pursuant to the Put Option Agreement;

 WHEREAS , Buyer has agreed to purchase from the Seller, and the Seller has agreed to sell to Buyer, the Shares pursuant to the
terms of this Agreement; and
 WHEREAS , in connection with the transactions contemplated by this Agreement, at the Closing, certain
of the Buyer, Seller and their respective Affiliates, as applicable, desire to enter into that certain Transition Services Agreement, in the form attached hereto as Exhibit C (the “ Transition Services Agreement ”).

 NOW THEREFORE , in consideration of the foregoing and the covenants and agreements hereinafter set forth, the parties hereto agree as
follows:
 ARTICLE I

 DEFINITIONS

 Section 1.1 Definitions . In this Agreement, the following terms have the meanings specified or referred to in this
 Section 1.1 , which meanings shall be equally applicable to both the singular and plural forms.
 “ Accounting
Principles ” means the accounting principles, practices, procedures, policies, methods, classifications, conventions, categorizations, definitions, judgments, elections, assumptions, inclusions, techniques and valuation and estimation
methods as detailed in Exhibit B .
 “ Affiliate ” means, with respect to any Person, any other Person which
directly or indirectly Controls, is Controlled by or is under Common Control with such Person.

 “ Ancillary Agreements ” means the Transition Services Agreement and
Content Licensing Amendment Agreement.
 “ Anti-Corruption Laws ” means, with respect to any Person, any applicable
Law relating to anti-bribery and anti-corruption (governmental or commercial) in any jurisdiction in which any Group Company is registered or conducts its business, including (i) anti-corruption provisions under French criminal law (including,
if applicable, the provisions of French law No. 2016-1691 of December 9, 2016 relating to transparency, fight against corruption and modernization of economic life known as “ Loi Sapin 2 ”), (ii) anti-corruption
directives and regulations of the European Union, as implemented into the domestic law of its member states, (iii) the U.S. Foreign Corrupt Practices Act of 1977, as amended, (iv) the UK Bribery Act 2010, and (v) any other legislation
adopted to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, to the extent applicable to such Person and its operations.

 “ Anti-Money Laundering Laws ” means, with respect to any Person, any applicable Law and codes of practice relating to
anti-money laundering and/or the financing of terrorism in any jurisdiction in which any Group Company is registered or conducts its business, including (i) the EU Anti-Money Laundering Directives (including Directive (EU) 2024/1640) and
Regulation (EU) 2024/1624, and any laws, decrees, administrative orders, circulars, or instructions implementing or interpreting the same, (ii) applicable provisions under French criminal Law (especially those under Book III, Title II, Chapter
IV of the Code pénal , Article 421-2-2 of the Code pénal as well as those under Book V, Title VI of the Code monétaire et financier ), and (iii) applicable financial recordkeeping and reporting
requirements of the U.S. Currency and Foreign Transaction Reporting Act of 1970, as amended, to the extent applicable to such Person and its operations.

 “ Assigned Intellectual Property ” has the meaning set forth in Section 6.13(b) .

 “ Assumed Benefit Plan ” means each Benefit Plan for which liabilities or assets transfer to Buyer or its Affiliates
pursuant to any applicable Law or as a result of the consummation of the transactions contemplated hereby.
 “ Benefit
Plan ” means (i) all “employee benefit plans,” as defined in Section 3(3) of ERISA, whether or not subject to ERISA, (ii) each loan to an employee, (iii) all stock option, stock purchase, phantom stock,
stock appreciation right, restricted stock unit, or other equity or equity-based plans, programs or arrangements, (iv) all supplemental retirement, severance, sabbatical, medical, dental vision care, disability, employee relocation, cafeteria
benefit (Section 125 of the Code, or appropriate equivalent thereof), vacation, dependent care (Section 129 of the Code, or appropriate equivalent thereof), life insurance or accident insurance plans, programs or arrangements, (v) all bonus,
commission, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans (including cash incentive plans), programs or arrangements, (vi) all other fringe or employee benefit plans, programs or arrangements
and (vii) all offer letters, employment, individual consulting agreements which provide for retention, change of control or severance benefits which exceed the benefits provided under applicable Law; in each case that (1) are sponsored,
maintained or contributed to by a Group Company, (2) in which any Company Employee is eligible to participate or is a party to regardless of the sponsoring entity, or (3) with respect to which a Group Company has or may have liability
(whether actual or contingent).
 “ Business ” means the business of the Company and its Subsidiaries as conducted
by or on behalf of the Company and its Subsidiaries as of the Put Option Date, which includes, but is not limited to, the reservation booking, payment processing, guest and table management platforms for restaurants and similar venues as set forth
on thefork.com and its related websites, applications, Software, services and platforms, including the “TheFork Pay” service.

 2

 “ Business Day ” means any day other than a Saturday, Sunday or
other day on which banks in New York, New York, London, England or Paris, France are authorized or required by Law to remain closed.

 “ Cash ” means, in each case as calculated in accordance with the Accounting Principles, the sum of all cash and cash
equivalents of the Group Companies (other than any Group Company that is undergoing or subject to any dissolution, liquidation or winding-up proceeding), as of a particular date, net of the aggregate amount of outstanding checks issued by the Group
Companies as of the particular date of determination and inclusive of the aggregate amount of checks received by the Company that have not been deposited or cleared. Notwithstanding the foregoing, (i) Cash shall include (A) an amount equal
to $10,000,000 in respect of the Eatigo Loan Agreement, (ii) Cash shall exclude any Restricted Cash and (iii) in determining the amount of Cash, all Cash that is in a currency other than the United States Dollar shall be converted into the
United States Dollar at the prevailing exchange rate between the respective currencies as set forth in the Eastern Edition of The Wall Street Journal on the last Business Day immediately preceding the applicable date.

 “ Closing Net Working Capital ” means an amount equal to (A) current assets, excluding: (i) Cash and any
items included in the definition of Cash, (ii) Restricted Cash, (iii) Tax assets (whether current or deferred), including income Tax assets and deferred Tax assets, (iv) any assets to the extent unrelated to the Business, the Group
Companies, or otherwise attributable to the Seller or any of its Affiliates (other than the Group Companies), (v) the aggregate amount of net notes receivable and associated reserves, (vi) any current assets of any Group Company that is
undergoing or subject to any dissolution, liquidation or winding-up proceeding of the Group Companies as of immediately prior to the Closing, (vii) amounts outstanding under the Eatigo Loan Agreement, and (viii) contingent financial assets
held by any Group Company as referred to in Section 3.4(a) of the Disclosure Schedule, minus (B) current liabilities, excluding: (i) amounts included in Indebtedness and Transaction Expenses, (ii) any liabilities to
the extent unrelated to the Business, the Group Companies, or otherwise attributable to the Seller or any of its Affiliates (other than the Group Companies), (iii) any tax provision liabilities related to Bookatable Limited, (iv) any
current liabilities of any Group Company that is undergoing or subject to any dissolution, liquidation or winding-up proceeding and (v) Tax liabilities (whether current or deferred) of the Group Companies as of immediately prior to the Closing,
in the case of each of the foregoing clauses (A) and (B), calculated in accordance with the Accounting Principles and in the same format as the example set forth in Exhibit A . For the avoidance of doubt, in the event of a conflict
between the Accounting Principles and the methodologies utilized in Exhibit A , the Accounting Principles shall prevail.

 “ Code ” means the Internal Revenue Code of 1986, as amended.

 “ CMA ” means the Competition and Markets Authority of the United Kingdom.

 “ Company Employee ” means any Person who was employed by the Group Companies immediately preceding the Closing,
including those on vacation or a leave of absence.
 “ Company Data ” means all data and information collected,
generated, received or Processed by or on behalf of any Group Company in connection with the marketing, delivery, operation or use of any Company Product or otherwise in connection with the Business, including Personal Information.

 “ Company Personnel IP Contracts ” has the meaning set forth in Section 3.13(b)(viii) .

 “ Company Privacy Commitments ” means, collectively, the obligations of the Group Companies under (i) the data
privacy and security policies of any Group Company, (ii) Privacy Laws, (iii) any agreements in which any Group Company obtains rights to Personal Information; and (iv) public representations made by or on behalf of any Group Company
with regard to the Processing of Personal Information.

 3

 “ Company Products ” means all products, functionalities, services,
platforms, applications and websites produced, marketed, licensed, sold, distributed, offered or performed by or on behalf of any Group Company, including the TheFork and TheForkPay applications and platforms, and all products currently or expected
to be under development by any Group Company, and any underlying Software source code of any such products, functionality, services, platforms, applications and websites.

 “ Company Registered Intellectual Property ” means all Company-Owned Intellectual Property and all Assigned
Intellectual Property, in each case, issued by, registered with, renewed by or the subject of a pending application before any Governmental Body or domain name registrar.

 “ Company Software ” has the meaning set forth in Section 3.13(b)(xiv) .

 “ Company-Owned Intellectual Property ” means any and all Intellectual Property Rights owned or purported to be owned
by any Group Company.
 “ Composite Marks ” means any registered or applied-for Marks that incorporate, within one
singular composite trademark or domain name registration (or application for registration), any Mark owned by any member of the Seller Group (excluding the Group Companies) together with any Mark owned by any Group Company, including any registered
or applied-for Marks consisting of “THEFORK A TRIPADVISOR COMPANY” and “THE FORK A TRIPADVISOR COMPANY” and any foreign language, stylized, logo or spacing variants thereof.

 “ Confidentiality Agreement ” means that certain letter agreement, dated as of March 16, 2026, by and between
American Express Travel Related Services Company, Inc. and TripAdvisor LLC.
 “ Consolidated Group ” means an
affiliated group as defined in Section 1504 of the Code or Article 223 A of the French Tax Code, as applicable (or any analogous combined, consolidated or unitary group defined under state, local or foreign income Tax Law) of which the Company
is or has been a member.
 “ Content Licensing Amendment Agreement ” has the meaning set forth in Schedule
A .
 “ Contract ” means any legally binding (whether oral or written) contract, agreement, instrument,
commitment or undertaking of any nature (including leases, subleases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts and letters of intent) as of the date hereof, or as may hereafter be in effect.

 “ Control ” means, as to any Person, the direct or indirect power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The terms “ Controlled by ,” “ under Common Control with ” and “ Controlling ” shall have
correlative meanings.
 “ Disclosure Schedule ” means the disclosure schedules to this Agreement delivered by the
Seller to Buyer as of the Put Option Date.
 “ Eatigo Loan Agreement ” means that certain Loan Agreement, dated as
of April 28, 2020, between La Fourchette (UK) Limited and Eatigo International Pte. Ltd.
 “ ERISA ” means the
Employee Retirement Income Security Act of 1974, as amended.

 4

 “ ERISA Affiliate ” means any entity, trade or business that is, or
at any applicable time was, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the Company.

 “ Equity Interests ” means, with respect to any Person, (i) any capital stock, share, partnership interest, joint
venture interest, membership interest, unit or other equity interest, voting security or other ownership interest in such Person, (ii) any security, warrant, option, call right, commitment, conversion privilege, indebtedness, right of exchange,
repurchase or redemption or other right convertible into or exercisable or exchangeable for any such equity interest, and (iii) any other right to acquire any such equity interest, in each case of the foregoing (i) –
(iii) whether vested or unvested.
 “ Existing Partnership and Content Licensing Agreements ” means,
collectively, the Partnership Agreement dated 18 August 2010 (the “ Partnership Agreement ”), the Content License Agreement dated 1 April 2013 (the “ CLA ”), and the Content In-License Agreement dated
21 September 2010 (the “ CILA ”), in each case, between the Parent and/or its applicable Subsidiaries (excluding the Group Companies) and the Company.

 “ Final Net Working Capital ” means the Closing Net Working Capital, as adjusted and finally determined pursuant to
 Section 2.5 .
 “ Final Purchase Price ” means the Base Purchase Price, as adjusted and finally
determined pursuant to Section 2.5 .
 “ Fraud ” means, with respect to a party, an actual and
intentional fraud in respect of the making of any representation or warranty set forth in Article III , IV or V , in the Disclosure Schedule or in any certificate delivered pursuant to this Agreement, with intent to deceive
another Party, or to induce that Party to enter into this Agreement and requires (a) a false representation made in Article III , IV or V , in the Disclosure Schedule or in any such certificate, (b) knowledge that such
representation is false, (c) an intention to induce the party to whom such representation is made to act or refrain from acting in reliance upon it, (d) causing that party, in justifiable reliance upon such false representation, to take or
refrain from taking action and (e) causing such party to suffer damage by reason of such reliance.
 “ GAAP ”
means United States generally accepted accounting principles, consistently applied.
 “ Governmental Body ” means
any court, tribunal, administrative agency, stock exchange, commission or other regulatory (or self-regulatory) or governmental authority, including any supranational body (including any public international organization, the European Union and any
institution, agency or body thereof), the government of any country, state, commonwealth, territory, possession, county or municipality thereof, or the government of any political subdivision, department, instrumentality or unit of any of the
foregoing, or any quasi-governmental or self-regulatory body exercising governmental, regulatory, Tax or supervisory authority pursuant to applicable Law.

 “ Government Official ” means any (i) official, employee, agent or representative of, or any Person acting in an
official capacity for or on behalf of, any Governmental Body, (ii) political party, political party official or candidate for political office, or (iii) official, employee, agent or representative of, or any Person acting in an official
capacity for or on behalf of, a company, business, enterprise or other entity owned or controlled by any Governmental Body.

 “ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award
issued, entered or imposed by any Governmental Body.

 5

 “ Group Companies ” means, collectively, the Company and its
Subsidiaries.
 “ Indebtedness ” means, without duplication, as to the Group Companies, all indebtedness, whether
current or funded, short-term or long-term, secured or unsecured, direct or indirect, including any accrued and unpaid interest, fees, premiums, costs of unwinding, and prepayment or termination penalties, if any, and all other liabilities with
respect thereto, including: (i) any indebtedness for borrowed money and accrued but unpaid interest, premiums and penalties relating thereto, (ii) any indebtedness evidenced by a note, bond, debenture, mortgages, or other similar
instrument, (iii) any letter of credit, surety bond, performance bonds, bankers acceptances or similar obligations or instruments, in each case only to the extent drawn, (iv) any deferred purchase price, earn-out, milestone or other
contingent payment obligations of any Group Company arising from any prior acquisition of any business, assets or Equity Interests of any Person, (v) obligations under interest rate and currency swap, hedging or similar agreements designed to
provide protection against fluctuations in interest or currency rates, (vi) guarantees of the obligations of the type described in this definition of any other Person, (vii) any accrued and unpaid Tax liabilities of the Group Companies,
any overdue or non-recoverable VAT (including related interest and penalties), except with respect to any tax provision liabilities related to Bookatable (except to the extent expected to result in a future cash outlay), (viii) any liabilities
of the Group Companies related to digital services taxes, (ix) any dividends or distributions declared but not yet paid by any Group Company to the Seller or any of its Affiliates (other than the Group Companies), (x) any obligation under
a lease agreement that is required to be capitalized or treated as a finance lease pursuant to GAAP, (xi) any change-in-control, sale bonus, retention, transaction or similar payments or obligations of any Group Company to any current or former
director, officer, employee, consultant or other service provider of any Group Company that become payable or are accelerated as a result of the consummation of the transactions contemplated hereby, (xii) any severance, termination, redundancy,
retention, stay or similar payments or obligations of any Group Company to any current or former director, officer, employee, consultant or other service provider of any Group Company arising from any termination of employment or service actioned or
required to be accrued for under US GAAP prior to or on the Closing Date (other than any payments or obligations captured by clause (xi) above) (in each case, whether or not accrued), and any unfunded pension or post-employment benefit
obligations of any Group Company, and any liabilities in respect of unfunded or underfunded post-retirement medical or nonqualified deferred compensation plans, programs, agreements or arrangements of any Group Company, and in the case of each of
clauses (xi) and (xii), together with the employer’s share of any payroll Taxes related to such liabilities or amounts and of any additional contributions or accruals under any Benefit Plan or other agreement resulting from such payments,
and (xiii) the net intercompany position of payables and receivables between Parent and any Group Company solely to the extent constituting intercompany financing or funding arrangements, in each case, outstanding immediately prior to Closing
and not settled pursuant to Section 6.20 ; provided that ordinary-course operational intercompany payables and receivables arising from the Existing Partnership and Content Licensing Agreements shall be reflected in Closing Net Working
Capital and shall not constitute Indebtedness. For the avoidance of doubt, Indebtedness does not include (A) any letter of credit, surety bond, performance bonds, bankers acceptances or similar obligations or instruments, in each case to the
extent undrawn, or (B) any obligations associated with operating leases.
 “ Intellectual Property Rights ”
means any and all intellectual property rights of any kind, whether registered or unregistered, as they exist throughout the world, including such rights in and to the following: (i) patents and patent applications of any kind (collectively,
“ Patents ”) and rights in inventions (whether or not patentable); (ii) registered and unregistered trademarks, service marks, trade names, trade dress, logos, packaging design, slogans, domain names, IP addresses, social media
handles and registrations and applications for registration of any of the foregoing (collectively, “ Marks ”); (iii) copyrights and author’s rights in both published and unpublished works (including rights in Software and
computer programs, user interfaces, and application programming interfaces) (collectively, “ Copyrights ”), rights in data and databases; (iv) trade secret rights in any information (including inventions, discoveries and
invention

 6

disclosures (whether or not patented), know-how, formulae, patterns, compilations, programs, devices, methods, strategies, techniques, or processes), in each case that derives independent
economic value, actual or potential, from not being generally known or readily ascertainable by others who can obtain economic value from its disclosure or use (collectively, “ Trade Secrets ”); and (v) all other similar or
equivalent intellectual property or proprietary rights anywhere in the world.
 “ IRS ” means the United States
Internal Revenue Service.
 “ IT Systems ” means the computer, information technology and data processing systems,
facilities and services, including all Software, hardware, networks, communications facilities, platforms and related systems and services, used by, or in the custody or control, of any Group Company.

 “ Knowledge ” of the Company means the actual knowledge of Almir Ambeskovic, Sandeep Vig, Matteo Frigerio and Linda C.
Frazier, together with the knowledge that such individuals would reasonably be expected to have after reasonable inquiry of their direct reports.

 “ La Fourchette ” means La Fourchette SAS, a simplified joint-stock company ( société par actions
simplifiée ) registered in France with the Trade and Companies Register of Paris under number 803 696 509 and with registered address at 70 rue Saint-Lazare, 75009 Paris, France.

 “ Laws ” means, as applicable, any laws, statutes, codes, executive orders, licensing requirements, ordinances,
constitution, legislation, treaties, principle of common law, resolution, and any rule, regulation, directive or binding administrative decision of any Governmental Body, including any judgment, Governmental Order, writ, injunction, ruling, decision
or decree of, or any settlement under the jurisdiction of, any court or Governmental Body having the effect of law in each such jurisdiction, and including any regulation, directive or decision of the European Union or any institution thereof.

 “ Material Adverse Effect ” means any circumstance, event, change, effect, development, condition or occurrence (each,
an “ Effect ”) that, individually or in the aggregate, (y) results in, or would reasonably be expected to result in, a material adverse effect on the business, financial condition, or results of operations of the Group
Companies, taken as a whole or (z) would reasonably be expected to prevent the ability of Seller or the Company to consummate the transactions contemplated hereby, in the case of clause (y), except for any such Effects resulting from, in whole
or in part: (i) any changes in (A) the global economy generally or the capital or financial markets generally, (B) political conditions generally of any country or jurisdiction in which the Group Companies operate or
(C) conditions generally applicable to businesses in the same or similar industries as the Group Companies, (ii) the negotiation, execution, announcement or consummation of the transactions contemplated by this Agreement, including the
impact thereof on relationships, contractual or otherwise, with customers, suppliers or employees, (iii) the identity of Buyer or any of its Affiliates, (iv) any changes or prospective changes in GAAP or in any Laws generally applicable to
the Group Companies or in the interpretation thereof, (v) any actions taken or omitted in the course of performing obligations hereunder or which are taken with Buyer’s consent, (vi) any action taken by Buyer or any of its Affiliates
with respect to the transactions contemplated hereby, (vii) any matter expressly set forth in the Disclosure Schedule, (viii) any armed hostilities, act of war, terrorism or military actions, or any escalation or worsening of any such
armed hostilities, act of war, terrorism or military actions, (ix) any earthquake, hurricane or other natural disaster, weather-related event, pandemic or act of god or (x) any failure by the Group Companies to achieve any earnings or
other financial projections or forecasts, in and of itself (but not the underlying causes of such failure, unless such underlying causes would otherwise be excepted from this definition). With respect to clauses (i)(A), (i)(B), (i)(C), (iv),
(viii) or (ix) above, any Effect may be taken into account in determining whether or not there has been or will be a “Material Adverse Effect” only to the extent that the Company and its Subsidiaries, taken as a whole, are
disproportionately affected by such Effect as compared to other participants in the industries or markets in which the Company and its Subsidiaries operate.

 7

 “ Ordinary Course of Business ” means, with respect to the Group
Companies, the ordinary course of its business consistent with past practice.
 “ Open Source Software ” means any
Software that is distributed, licensed or conveyed as free, copyleft, open source, or under similar licensing or distribution models, including Software licensed under the GNU General Public License (GPL), GNU Lesser General Public License (LGPL),
Mozilla Public License, BSD licenses, the Apache License, or any license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the Free Software Definition (as promulgated by the Free Software Foundation).

 “ Organizational Documents ” means with respect to any Person other than a natural person, its certificate or articles
of incorporation, formation or organization and bylaws, charter, operating agreement, regulations, partnership agreement or similar organizational charter or agreement and all other similar instruments or organizational documents (including Kbis
extract ( extrait Kbis ) with respect to French Group Companies).
 “ Permit ” means all permits, licenses,
consents, franchises, approvals, privileges, immunities, authorizations, exemptions, registrations, declarations, notifications, filings, certificates, variances and similar rights obtained or required to be obtained from Governmental Bodies.

 “ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization or any other business organization or Governmental Body.
 “ Personal
Information ” means, with respect to any Person, any information that allows for identification of such Person and that is defined as “personal data,” “personally identifiable information,” “personal
information” or similar term under any applicable Privacy Laws.
 “ Pillar Two Law ” means any law or
regulation implementing the OECD Pillar Two Model Rules as may be subsequently revised or replaced from time to time.
 “ Pillar
Two Taxes ” means any Taxes imposed under any Pillar Two Law.
 “ Privacy Laws ” means all applicable
United States federal and state Laws, and applicable foreign Laws, that regulate or relate to the Processing, privacy or security of Personal Information or relating to direct marketing, e-mails, text messages or telemarketing, including the EU
General Data Protection Regulation and UK General Data Protection Regulation and the EU e-Privacy Directive, and all implementing and national laws corresponding to any of the foregoing.

 “ Process ” or “ Processing ” means, with respect to data (including Personal Information),
the access, use, collection, receipt, processing, storage, recording, organization, adaptation, alteration, transfer, retrieval, consultation, restriction, sharing, disclosure, dissemination, erasure or destruction of such data.

 “ Post-Closing Tax Period ” means any Tax period other than a Pre-Closing Tax Period (including the portion of any
Straddle Period that is not a Pre-Closing Tax Period).
 “ Pre-Closing Tax Period ” means any Tax period ending on
or before the Closing Date and the portion of any Straddle Period ending on and including the Closing Date.

 8

 “ Replacement Marks ” has the meaning set forth in
Section 6.13(f) .
 “ Report ” has the meaning set forth in Section 6.21(a)(i) .

 “ Reservation Service Data ” has the meaning set forth in Schedule A .

 “ Restricted Cash ” means any cash or cash equivalent that is subject to restrictions or limitations on use or
distribution by Law, contract or otherwise, and that constitutes “restricted cash” in accordance with the Accounting Principles, including: (i) deposits in escrow with third parties and (ii) cash, cash equivalents, marketable
securities or short-term investments, in each case to the extent securing letters of credit or other payment obligations.

 “ Restricted Party ” means any Person that (i) is listed on any sanctions-related list, restricted party list, or
blocked persons list administered or published by any applicable Sanctions Authority, (ii) is a Governmental Body, of a Sanctioned Territory, (iii) is ordinarily located in, organized under the Laws of, or has its principal place of
business or the majority of its business operations (measured by revenues) located in, a Sanctioned Territory, (iv) is otherwise the target of any applicable Sanctions, or (v) is directly or indirectly owned 50% or more or, where relevant
under applicable Sanctions, Controlled by any Person referred to in clauses (i) through (iv) above.
 “ Residual
Seller Technology ” has the meaning set forth in Section 6.13(a) .
 “ Retained Benefit
Plan ” means each Benefit Plan to the extent it is not an Assumed Benefit Plan.
 “ Sanctions ” means
any economic, trade or financial sanctions, restrictive measures, embargoes or similar restrictions enacted, adopted, administrated, imposed or enforced by any applicable Sanctions Authority.

 “ Sanctions Authority ” means (i) the United Nations Security Council, (ii) the European Union,
(iii) the United States, through the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC), the U.S. State Department or any other applicable governmental agency of the U.S. government (iv) France, including but
not limited to the decrees issued jointly by the Minister of the Economy and the Minister of the Interior pursuant to the applicable provisions of the Monetary and Financial Code (Code monétaire et financier), (v) Italy, including, but
not limited to, decrees issued by the Italian Ministry of Economy and Finance pursuant to Italian Legislative Decree No. 109 of June 22, 2007, as amended, or (vi) any other relevant governmental authority in which any Group Company is
organized or conducts business with jurisdiction to enact, administer or enforce Sanctions applicable to any Group Company.

 “ Sanctioned Territory ” means any country or territory that is, the subject of comprehensive country-wide or
territory-wide Sanctions, including but not limited to, as of the date of this Agreement, Cuba, Iran, North Korea, the Crimea region of Ukraine, and the so-called Donetsk People’s Republic and Luhansk People’s Republic regions of
Ukraine.
 “ Security Incident ” means any security breach, cyberattack, ransomware attack, unauthorized access to,
or acquisition, modification, alteration, corruption, disclosure, or other unauthorized Processing of, Personal Information, Company Data or the IT Systems.

 “ Seller Group ” means Parent and each of its Subsidiaries.

 9

 “ Seller Technology ” means all works of authorship, computer
programs, source code and executable code (whether embodied in Software, firmware or otherwise), user interfaces, application programming interfaces, protocols, architectures, documentation, designs, files, records, data, data structures, databases,
inventions (whether or not patentable), inventions, discoveries, improvements, technology, trade secrets, proprietary and confidential information, know-how and information maintained as trade secrets, tools, concepts, techniques, methods,
processes, formulae, algorithms and specifications, in each case owned by, or licensed to, the Seller or any of its Affiliates (other than any Group Company), but excluding any commercial products or services of the Seller or its Affiliates that are
generally made available to third parties, and any trademarks of the Seller or its Affiliates.
 “ Software ” means
(i) computer programs, including any and all software implementations of algorithms, routines, models and methodologies, whether in source code or object code form, (ii) databases and compilations, including any and all data and
collections of data, whether machine readable or otherwise, (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, configurations, screens, user interfaces, report formats,
firmware, development tools, templates, menus, buttons, images, videos, models and icons and (iv) all documentation, including user manuals, programmer notes and other training documentation related to any of the foregoing.

 “ Shared Contracts ” means any Contracts to which Seller or an Affiliate of Seller other than a Group Company is a
party and that are used (in whole or in part) in the operation of the Business, including those Contracts set forth in Section 3.23 of the Disclosure Schedule.

 “ Straddle Period ” has the meaning set forth in Section 6.4(f) .

 “ Subsidiary ” of a Person means any other Person of which (a) more than 50% of the outstanding voting securities
or other Equity Interests are directly or indirectly owned by such first Person or (b) such first Person directly or indirectly possesses the power to elect a majority of the board of directors or other governing body or to direct or cause the
direction of the management and policies of such other Person.
 “ Target Working Capital ” means $7,416,952.81;
 provided that, Buyer and Seller will, between the date hereof and the Closing, consider in good faith any appropriate adjustments to this amount in light of historical monthly variability observed by such parties.

 “ Tax ” means (a) any foreign, federal, state or local taxes, imposts, duties, withholdings, charges, fees,
levies or other similar charges of any kind whatsoever imposed by any Governmental Body, including any income, gross receipts, franchise, estimated, minimum, alternative minimum, add on minimum, sales, use, transfer, conveyance, ad valorem, real
property gains, registration, value added, excise, severance, stamp, occupation, premium, windfall profit, real property, personal property, capital stock, capital gains, net worth, digital services, social charges, social security, unemployment,
disability, national insurance, degrouping, payroll, employment license, customs, or employee or other withholding tax, including any interest, penalties or additions to tax in respect of the foregoing and (b) any liability for the payment of
any amount described in clause (a) of another Person or as a result of being a member of a consolidated, combined, unitary or aggregate group for any taxable period.

 “ Tax Contest ” means any audit, court or administrative proceeding, action, suit, investigation, request for
information, hearing or other dispute or similar claim in respect of Taxes by or against a Governmental Body that affects a Group Company.

 “ Tax Return ” means any return, statement, schedule, declaration, report, claim for refund, information return or
other document (including any related or supporting schedule, statement or information and including any amendment thereof) filed or required to be filed in connection with the determination, assessment or collection of any Tax of any party or the
administration of any laws, regulations or administrative requirements relating to any Tax.

 10

 “ Transaction Expenses ” means unpaid third-party fees, costs, and
expenses relating to the sale process for the Group Companies or otherwise relating to the negotiation, preparation and execution of this Agreement or the transactions contemplated hereby incurred by or on behalf of the Seller or any Group Company,
and for which any Group Company is or may become liable on or prior to the Closing Date, whether or not invoiced, billed or accrued (including (i) fees, costs, expenses, payments and expenditures payable to brokers, finders, financial advisors,
attorneys, accountants, investment bankers or similar Persons and (ii) consent or contract termination payments to third parties).

 “ WARN Act ” means the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any similar state,
local or non-U.S. Law.
 “ Working Capital Collar ” means $250,000; provided that, if the Target Working
Capital is adjusted in accordance with the definition thereof, the Working Capital Collar shall also be adjusted to equal 3% of the adjusted Target Working Capital.

 Terms Defined Elsewhere . The following terms are defined elsewhere in this Agreement, as indicated below:

 Term

 Section

 “Accounting Firm”

 Section 2.5(c)

 “Agreement”

 Preamble

 “Antitrust Laws”

 Section 6.8(a)

 “Base Purchase Price”

 Section 2.3

 “Benefit Plans”

 Section 3.9(a)

 “Buyer”

 Preamble

 “Buyer Welfare Plan”

 Section 6.3(c)

 “Chosen Courts”

 Section 10.8

 “Closing”

 Section 2.2(a)

 “Closing Date”

 Section 2.2(a)

 “Company”

 Preamble

 “Company Copyrights”

 Section 3.13(a)

 “Company Marks”

 Section 3.13(a)

 “Company Patents”

 Section 3.13(a)

 “Continuing Employee”

 Section 6.3(a)

 “Deal Communications”

 Section 10.4(d)

 “Delivery Date”

 Section 2.5(b)

 “Disputed Items”

 Section 2.5(c)

 “Dispute Notice”

 Section 2.5(c)

 “Dispute Period”

 Section 2.5(c)

 “Environmental Laws”

 Section 3.15(d)(i)

 “Estimated Closing Date Cash”

 Section 2.4(a)(i)

 “Estimated Closing Date Indebtedness Amount”

 Section 2.4(a)(i)

 “Estimated Closing Net Working Capital”

 Section 2.4(a)(i)

 “Estimated Transaction Expenses”

 Section 2.4(a)(i)

 “Financial Statements”

 Section 3.4(a)

 “Goodwin”

 Section 10.4(a)

 “Hazardous Material”

 Section 3.15(d)(iv)

 “Lease” or “Leases”

 Section 3.10(b)

 “Leased Real Property”

 Section 3.10(b)

 11

 Term

 Section

 “Liens”

 Section 2.1

 “Material Contracts”

 Section 3.12(b)

 “Negative Adjustment Amount”

 Section 2.5(f)

 “Non-Party” or “Non-Parties”

 Section 10.14(a)

 “Permitted Removal”

 Section 10.4(g)

 “Positive Adjustment Amount”

 Section 2.5(e)

 “Pre-Closing Tax Contest”

 Section 6.4(e)(ii)

 “Preliminary Closing Cash Amount”

 Section 2.5(b)

 “Preliminary Closing Net Working Capital”

 Section 2.5(b)

 “Preliminary Closing Indebtedness Amount”

 Section 2.5(b)

 “Preliminary Purchase Price”

 Section 2.5(b)

 “Preliminary Transaction Expenses Amount”

 Section 2.5(b)

 “Privileged Deal Communications”

 Section 10.4(d)

 “Purchase Price Statement”

 Section 2.5(b)

 “Put Option Agreement”

 Recitals

 “Put Option Date”

 Recitals

 “Recourse Theory”

 Section 10.14(a)

 “Related Entities”

 Section 10.14(a)

 “Release”

 Section 3.15(d)(v)

 “Residual Communication”

 Section 10.4(g)

 “Securities Act”

 Section 5.3(a)

 “Seller”

 Preamble

 “Seller Group Tax Return”

 Section 6.4(a)(i)

 “Seller Parties”

 Section 10.4(a)

 “Shares”

 Recitals

 “Straddle Period Tax Contest”

 Section 6.4(e)(ii)

 “Tax Attribute”

 Section 3.8(a)

 “Termination Date”

 Section 8.1(b)

 “Third Party Employer”

 Section 3.11(d)

 “Transfer Taxes”

 Section 6.4(d)

 “Tripadvisor”

 Section 6.11(a)

 “Tripadvisor PSU”

 Section 6.11(b)

 “Tripadvisor RSU”

 Section 6.11(a)

 Section 1.2 Interpretation . For purposes of this Agreement, (i) the words
“include”, “includes” and “including” shall be deemed to be followed by the words “without limitation”, (ii) the word “or” is used in the inclusive sense of “and/or”,
(iii) the words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to this Agreement as a whole and (iv) the words “made available” mean that the relevant
documents or other materials were posted to (and properly indexed within) the electronic data room maintained on behalf of the Seller in connection with the transactions contemplated hereby no later than two (2) Business Days prior to the Put
Option Date. Unless the context otherwise requires, references herein: (i) to Articles, Sections, Exhibits and Schedules mean the Articles and Sections of, and the Exhibits and Schedules attached to, this Agreement; (ii) to an agreement,
instrument, plan or other document means such agreement, instrument, plan or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement; (iii) to a statute
means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder, (iv) words of any gender include each other gender and neutral forms of such words, (v) words using
the singular or plural number also include the plural or singular number,

 12

respectively, and (vi) references to any Person include the predecessors, successors and permitted assigns of that Person. The Schedules and Exhibits referred to herein shall be construed
with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. Titles to Articles and headings of Sections are inserted for convenience of reference only and shall not be deemed a part of or to affect
the meaning or interpretation of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
Any action otherwise required to be taken on a day that is not a Business Day shall instead be required to be taken on the next succeeding Business Day, and if the last day of a time period is a non-Business Day, such period shall be deemed to end
on the next succeeding Business Day. The symbol “$” refers to United States Dollars.
 ARTICLE II

 PURCHASE AND SALE OF THE SHARES

 Section 2.1 Agreement to Sell and Purchase . On the terms and subject to the conditions set forth in this Agreement, at the
Closing, Buyer hereby agrees to purchase from the Seller, and the Seller hereby agrees to sell to Buyer (or any wholly owned Subsidiary of Buyer designated by Buyer in writing), the Shares for an aggregate cash purchase price equal to the Base
Purchase Price, subject to adjustment pursuant to the terms of this Agreement, free and clear of any and all liens, mortgages, options, charges, pledges, security interests (including nantissements and similar pledges over receivables or business
assets), deeds of trust, rights of first refusal, rights of first offer, easements, rights of way, conditional sale or title retention agreements (including retention of title clauses or réserve de propriété), statutory
privileges (privilèges) or preferential rights, encumbrances or restrictions of any kind or nature (“ Liens ”) other than restrictions on transfer as imposed by applicable securities Laws.

 Section 2.2 Closing; Closing Deliveries .

 (a) Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the
“ Closing ”) shall take place remotely, via the electronic exchange of documents and signatures, no later than the fifth (5th) Business Day after the satisfaction or waiver of all conditions set forth in Article VII
(other than those conditions that by their nature are to be satisfied at the Closing itself, but subject to the satisfaction or waiver of such conditions at the Closing), or at such other time and/or place as the parties hereto may mutually agree to
in writing; provided that if the Closing Date would otherwise occur on a date that is ten (10) Business Days or fewer from the end of any fiscal quarter of Buyer, then Buyer may, by written notice to the Seller delivered at least two
(2) Business Days prior to the then-applicable Closing Date, elect that the Closing shall occur on the first Business Day of the immediately following month. The date on which the Closing occurs is referred to herein as the “ Closing
Date .”
 (b) At or prior to the Closing, the Seller will deliver to Buyer:

 (i) certificate of good standing ( certificat de non-faillite ) with respect to the Company issued by the clerk of the
commercial court of Paris ( greffe du tribunal des activités économiques de Paris ), issued as of the date on which the schedule is delivered pursuant to Section 2.4(a) ;

 (ii) a certified copy, dated as of the Closing Date, of (A) the Organizational Documents of the Company, and (B) the
resolutions of the board of directors of each of the Parent, the Seller and the Company authorizing the execution, delivery and performance of this Agreement and each applicable Ancillary Agreement and the transactions contemplated hereby and
thereby;

 13

 (iii) a duly completed, executed and dated (i) share transfer form
( ordre de mouvement ) and (ii) reiterative deed ( acte réitératif ), relating to the sale of the Shares in favor of the Buyer and specifying that the transfer of ownership of the Shares shall occur on the Closing Date;

 (iv) the updated share transfer registers ( registres des mouvements de titres ) and shareholders’ accounts
( comptes d’actionnaires ) of the Company;
 (v) a counterpart of each Ancillary Agreement to which Parent,
Seller or any of their respective Affiliates is a party, duly executed on behalf of Seller or such Affiliates;
 (vi) the
certificate contemplated by Section 7.2(e) ; and
 (vii) all books, records, files, documents, correspondence and
other materials (whether in physical or electronic form) to the extent related to the Business or the Group Companies, to the extent in the possession or control of the Seller or any of its Affiliates (other than the Group Companies) as of the
Closing and not already in the possession of the Group Companies.
 (c) At or prior to the Closing, Buyer will deliver to the Seller:

 (i) a certificate of good standing of Buyer, issued as of a recent date by the Secretary of State of the applicable
jurisdiction of organization;
 (ii) a certified copy, dated as of the Closing Date, of the resolutions of the board of
directors of Buyer authorizing the execution, delivery and performance of this Agreement and each applicable Ancillary Agreement and the transactions contemplated hereby and thereby;

 (iii) a counterpart of each Ancillary Agreement to which Buyer or any of its Affiliates is a party, duly executed on behalf of
Buyer or such Affiliates; and
 (iv) the certificate contemplated by Section 7.3(c) .

 Section 2.3 Purchase Price . The aggregate cash purchase price to be paid by Buyer to the Seller at the Closing for the
Shares (the “ Base Purchase Price ”) will be equal to:
 (a) $700,000,000;

 (b) minus the amount, if any, by which Estimated Closing Net Working Capital is less than the Target Working Capital;

 (c) plus the amount, if any, by which Estimated Closing Net Working Capital is greater than the Target Working Capital;

 (d) minus the Estimated Closing Date Indebtedness Amount;

 (e) minus the Estimated Transaction Expenses; and

 (f) plus the Estimated Closing Date Cash.

 The Base Purchase Price shall be paid to the Seller as provided in Section 2.4 and shall be subject to adjustment as provided in
 Section 2.5 . For the avoidance of doubt, no items included in the definitions of Closing Net Working Capital, Cash, Indebtedness, or Transaction Expenses shall be double counted for purposes of calculating the Base Purchase Price or
Final Purchase Price hereunder.

 14

 Section 2.4 Payment of Base Purchase Price .

 (a) Not less than five (5) Business Days prior to the Closing, the Seller will prepare and deliver to Buyer a schedule, which schedule
shall contain:
 (i) an estimate of the Closing Net Working Capital (“ Estimated Closing Net Working
Capital ”), an estimate of the amount of Indebtedness of the Group Companies determined as of immediately prior to the Closing (the “ Estimated Closing Date Indebtedness Amount ”), an estimate of the amount of Transaction
Expenses determined as of immediately prior to the Closing (the “ Estimated Transaction Expenses ”) and an estimate of the amount of Cash of the Group Companies determined as of immediately prior to the Closing (the
“ Estimated Closing Date Cash ”) (in each case, prepared in accordance with the Accounting Principles and the Example Closing Net Working Capital Calculation and, to the extent practicable, based on the most recently available
month-end financial information of the Group Companies prior to the Closing Date); and
 (ii) a calculation of the Base
Purchase Price, including each of the components thereof.
 (b) Without limiting Section 2.4(a) or Section 6.9 ,
Seller shall provide to Buyer, together with the schedule delivered pursuant to Section 2.4(a) and Seller’s resulting calculation of the Base Purchase Price, reasonable supporting documentation, information and calculations to the
extent reasonably necessary for Buyer to verify and determine the calculations, amounts and other matters set forth in the schedule delivered pursuant to Section 2.4(a) . If Buyer notifies Seller in writing that there are reasonably
apparent errors in the schedule delivered pursuant to Section 2.4(a) and resulting calculation of the Base Purchase Price, Buyer and Seller shall discuss such errors in good faith and Seller shall consider such comments in good faith and
shall correct any such errors agreed by Buyer and Seller prior to Closing.
 (c) At the Closing, Buyer shall pay, by wire transfer of
immediately available funds:
 (i) to the Seller, to an account specified in writing by the Seller not less than five
(5) Business Days prior to the Closing, an amount equal to the Base Purchase Price;
 (ii) to the Persons entitled
thereto, the Estimated Transaction Expenses; and
 (iii) to the Persons entitled thereto, the Estimated Closing Date
Indebtedness Amount (other than any amounts constituting Taxes).
 Section 2.5 Post-Closing Adjustment to Base Purchase
Price .
 (a) For purposes of determining any final adjustments to the Base Purchase Price in accordance with the process specified in
this Section 2.5 :
 (i) Any amount by which the Final Net Working Capital (A) exceeds the Estimated Closing
Net Working Capital used in determining the Base Purchase Price for purposes of Section 2.3 plus the Working Capital Collar or (B) is less than the Estimated Closing Net Working Capital used in determining the Base Purchase
Price for purposes of Section 2.3 minus the Working Capital Collar, shall be an increase or reduction, as applicable, in determining the Final Purchase Price.

 15

 (ii) Any amount by which the Indebtedness of the Group Companies as of
immediately prior to the Closing as finally determined in accordance with this Section 2.5 exceeds or is less than the Estimated Closing Date Indebtedness Amount used in determining the Base Purchase Price for purposes of
 Section 2.3 shall be a reduction or increase, as applicable, in determining the Final Purchase Price.
 (iii)
Any amount by which the Transaction Expenses as of immediately prior to the Closing as finally determined in accordance with this Section 2.5 exceeds or is less than the Estimated Transaction Expenses used in determining the Base
Purchase Price for purposes of Section 2.3 shall be a reduction or increase, as applicable, in determining the Final Purchase Price.

 (iv) Any amount by which the Cash of the Group Companies as of immediately prior to the Closing as finally determined in
accordance with this Section 2.5 exceeds or is less than the Estimated Closing Date Cash used in determining the Base Purchase Price for purposes of Section 2.3 shall be an increase or reduction, as applicable, in determining
the Final Purchase Price.
 (b) As promptly as reasonably practicable, but in any event within ninety (90) days after the Closing Date,
Buyer shall cause to be prepared and delivered to the Seller: (i) a statement of the amount of the Closing Net Working Capital (the “ Preliminary Closing Net Working Capital ”), the amount of the Indebtedness of the Group
Companies as of immediately prior to the Closing (the “ Preliminary Closing Indebtedness Amount ”), the amount of Transaction Expenses as of immediately prior to the Closing (the “ Preliminary Transaction Expenses
Amount ”) and the amount of the Cash of the Group Companies as of immediately prior to the Closing (the “ Preliminary Closing Cash Amount ”), and (ii) based on the Preliminary Closing Net Working Capital, Preliminary
Closing Indebtedness Amount, Preliminary Transaction Expenses Amount and Preliminary Closing Cash Amount and Buyer’s calculation of any resulting adjustments to the Base Purchase Price in accordance with Section 2.5(a) , the
proposed final purchase price for the Shares proposed by Buyer (the “ Preliminary Purchase Price ”). The date on which all the above items (the “ Purchase Price Statement ”) are delivered to the Seller is referred
to herein as the “ Delivery Date .” All of the items comprising the Purchase Price Statement shall be prepared in accordance with the Accounting Principles. The parties agree that the introduction of different judgments, accounting
methods, policies, principles, practices, procedures, classifications or estimation methodologies shall not be permitted in connection with preparing the Purchase Price Statement. Furthermore, the calculation of the items comprising the Purchase
Price Statement and any proposed adjustment to the Base Purchase Price contemplated by this Section 2.5 shall not take into account any changes in the Closing Net Working Capital, Cash or Indebtedness resulting from the consummation of
the transactions contemplated by this Agreement on the Closing Date. If Buyer fails to timely deliver the Purchase Price Statement in accordance with this Section 2.5(b) , then the Seller may, at its election, either (i) treat the
estimates delivered pursuant to Section 2.4(a)(i) as the final Purchase Price Statement for all purposes hereunder (such that the Base Purchase Price shall become the Final Purchase Price) or (ii) treat such estimates as the
Purchase Price Statement delivered by Buyer pursuant to this Section 2.5(b) , in which case, Seller shall be entitled to all dispute and other rights set forth in the remainder of this Section 2.5 with respect thereto.

 (c) The Seller shall have thirty (30) days following the Delivery Date (the “ Dispute Period ”) to review the Purchase
Price Statement. If the Seller has any objections to the Purchase Price Statement, the Seller shall deliver to Buyer a statement setting forth its objections thereto (a “ Dispute Notice ”), which shall identify in reasonable detail
those items and amounts to which the Seller objects (the “ Disputed Items ”). If a Dispute Notice is not delivered to Buyer during the Dispute Period, the calculation of the Preliminary Purchase Price set forth in the Purchase Price
Statement shall be deemed accepted and agreed to by the Seller and shall be final and binding as the Final Purchase Price for purposes of this Agreement and shall be non-appealable by the parties hereto. If the Seller delivers a Dispute Notice to
Buyer, Buyer and the Seller shall attempt to resolve the Disputed Items within thirty

 16

(30) days after delivery of the Dispute Notice. If Buyer and the Seller so resolve any Disputed Items, the calculation set forth in the Purchase Price Statement, in each case as adjusted for any
Disputed Items that are so resolved by Buyer and the Seller, shall be final and binding as the Final Purchase Price for purposes of this Agreement and shall be non-appealable by the parties hereto. If Buyer and the Seller are unable to resolve any
Disputed Items within such thirty (30) day period, Buyer and the Seller shall mutually engage and submit such Disputed Item(s) (and only the Disputed Item(s)) to, and the same shall be finally resolved in accordance with the provisions of this
Agreement by an independent, nationally recognized accounting or consulting firm or other arbitrator with an active practice area focused on post-mergers and acquisitions purchase price dispute resolution which is mutually acceptable to Buyer and
the Seller (the “ Accounting Firm ”); provided , that if the Seller and Buyer are unable to agree on such a firm or other arbitrator that will accept such appointment within ten (10) Business Days, either the Seller or
Buyer may request that JAMS appoint a firm or other arbitrator that (i) meets the foregoing criteria and (ii) has not had a material relationship with any of the parties in the preceding two years, and, upon such appointment,
“Accounting Firm” shall mean such firm. Buyer and the Seller shall each use commercially reasonable efforts to cause the Accounting Firm to resolve any Disputed Items as soon as practicable, but in any event within thirty (30) days
after engagement by Buyer and the Seller, and to set forth in a written statement its resolution of such Disputed Items (and no other items or amounts), which resolution shall be based solely on the Accounting Principles and the provisions and
standards provided in this Agreement. The parties agree that all communications with or to the Accounting Firm will include the other party and that there will be no ex parte communications with the Accounting Firm (including with the
personnel of the Accounting Firm assigned to resolve such disputes) with respect to any dispute. The determination of the Accounting Firm with respect to any Disputed Item shall be no greater than the higher amount calculated by Buyer or the Seller,
as the case may be, and no less than the lower amount calculated by Buyer or the Seller, as the case may be. The calculation set forth in the Purchase Price Statement, in each case after giving effect to any adjustment by Buyer and the Seller and to
the resolution of any remaining Disputed Items by the Accounting Firm, shall be final and binding as the Final Purchase Price for purposes of this Agreement. The Accounting Firm’s determination under this Section 2.5(c) shall be
enforceable as an arbitral award, and judgment may be entered thereupon in any court having jurisdiction over the party against which such determination is to be enforced. Each party shall bear its own costs and expenses in connection with this
 Section 2.5(c) . The fees and expenses of the Accounting Firm shall be allocated between Buyer and the Seller so that the amount of fees and expenses paid by the Seller, with the remainder of such amount being paid by Buyer, shall be
equal to the product of (x) and (y), where (x) is the aggregate amount of such fees and expenses, and where (y) is a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by the Seller
(as determined by the Accounting Firm) and the denominator of which is the total value disputed by the Seller.
 (d) Buyer shall make
available to the Seller (and its representatives) and, if applicable, the Accounting Firm, such employees of the Company and books, records and other information (including work papers) as any of the foregoing may reasonably request in order to
review the Purchase Price Statement and the calculation of the Preliminary Purchase Price set forth therein, and any Disputed Items submitted to the Accounting Firm.

 (e) If the Final Purchase Price exceeds the Base Purchase Price (such excess, the “ Positive Adjustment Amount ”), then
promptly (but in any event within five (5) Business Days after the determination of the Final Purchase Price), Buyer shall pay the Positive Adjustment Amount to the Seller by wire transfer of immediately available funds to the account
designated by the Seller.
 (f) If the Base Purchase Price exceeds the Final Purchase Price (such excess, the “ Negative Adjustment
Amount ”), then promptly (but in any event within five (5) Business Days after the determination of the Final Purchase Price), the Seller shall pay the Negative Adjustment Amount to Buyer by wire transfer of immediately available funds
to the account designated by Buyer.

 17

 (g) The parties agree for purposes of tax reporting to treat any Positive Adjustment Amount
or Negative Adjustment Amount as an adjustment to the Base Purchase Price, unless otherwise required by applicable Laws.

 Section 2.6 Withholding . The Parties shall be entitled to deduct and withhold (or cause to be deducted or withheld) amounts
payable pursuant to this Agreement as required by Law relating to Tax. To the extent such amounts are deducted or withheld and timely paid to the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as
having been paid to the person to whom such amounts would otherwise have been paid. If a Party intends to deduct or withhold from amounts payable pursuant to this Agreement, then that Party shall use commercially reasonable efforts to
(i) notify the person that such amount is payable to pursuant to this Agreement at least five (5) Business Days prior to such deduction or withholding from such amount, and (ii) discuss in good faith with such person to reduce or
eliminate such withholding or deduction obligation (including allowing such person to deliver any forms, certificates, or other evidences as would reduce or eliminate such deduction or withholding).

 ARTICLE III

 REPRESENTATIONS AND WARRANTIES REGARDING THE GROUP COMPANIES

 As an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, each of Seller and Parent
hereby jointly and severally represents and warrants to Buyer, on behalf of itself and each of the Group Companies, as set forth below, it being understood and agreed that except as set forth in the corresponding sections or subsections of the
Disclosure Schedule, any disclosure set forth in one section or subsection of the Disclosure Schedule shall be deemed to be disclosed with respect to, and shall be deemed to apply to and qualify, the section or subsection of this Agreement to which
it corresponds in number and each other section or subsection of this Agreement to the extent the qualifying nature of such disclosure with respect to such other section or subsection is reasonably apparent on the face of such disclosure:

 Section 3.1 Organization; Power and Authority; Capital Structure .

 (a) Each Group Company is duly organized, validly existing and in good standing (or its equivalent) under the Law of its jurisdiction of
organization. Each Group Company is duly qualified to do business and in good standing (or its equivalent) in each jurisdiction in which it leases or owns real property or conducts business and is required to so qualify, except where the failure to
so qualify has not had, and would not reasonably be expected to have, a Material Adverse Effect. Prior to the Put Option Date, the Company has made available to Buyer true and correct copies of the Organizational Documents of each Group Company.
Each Group Company has all requisite organizational power and authority necessary to own, lease, operate and use its respective assets and carry on its business as currently conducted.

 (b) The Company has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it
is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each applicable Ancillary Agreement, and the performance by the Company of its obligations hereunder and thereunder, have been duly
authorized by all necessary corporate action on the part of the Company. This Agreement has been, and each Ancillary Agreement to which the Company is a party will be at or prior to the Closing, duly executed and delivered by the Company and,
assuming the due authorization, execution and delivery hereof and thereof by each other party hereto and thereto, constitutes or will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with
its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is
sought in a proceeding at law or in equity).

 18

 (c) The Company has not issued any Equity Interest other than the Shares, all of which are
issued and outstanding and are legally and beneficially owned by the Seller, free and clear of all Liens other than restrictions on transfer arising under applicable securities Laws. The Shares have been properly allotted and issued, are fully paid
or credited as fully paid and were not issued in violation of any Law, contract, pre-emption rights or other rights of any Person or the Organizational Documents of the Company. There are no outstanding subscriptions, options, warrants, commitments,
pre-emption rights, agreements, arrangements or commitments of any kind (including long term incentive plans such as stock-options or actions gratuites ) to which the Company is a party relating to the allotment or issuance of, or outstanding
securities convertible into or exercisable or exchangeable for, any shares or other Equity Interests of the Company. There are no outstanding or authorized stock appreciation rights, phantom stock, performance-based rights or profit participation or
similar rights or obligations of the Company. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or sale or transfer of any shares or other Equity Interests of the
Company. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Equity Interests of the Company.

 Section 3.2 Subsidiaries . Section 3.2 of the Disclosure Schedule sets forth (a) the name and jurisdiction
of incorporation, formation or organization (as applicable) of each of the Company’s Subsidiaries, (b) the number of authorized, issued and outstanding Equity Interests of each of the Company’s Subsidiaries, the names of the
holder(s) thereof (beneficially and of record) and the number of Equity Interests held by each such holder, and (c) each Group Company that is undergoing or subject to any dissolution, liquidation or winding-up proceeding as of the Put Option
Date, together with a description of the status of such proceeding. All of the outstanding Equity Interests of the Company’s Subsidiaries have been properly allotted and issued and are fully paid or credited as fully paid (to the extent such
concepts are applicable to such Equity Interests), and the Company’s Subsidiaries do not have any issued or outstanding Equity Interests other than those listed on Section 3.2 of the Disclosure Schedule. Except as set forth on
 Section 3.2 of the Disclosure Schedule, there are no rights, agreements, arrangements or commitments of any kind relating to the issued or unissued Equity Interests of any Subsidiary of the Company or obligating Seller or any Group
Company to issue or sell any Equity Interests of, or any other interest in, any Subsidiary of the Company. All of the Equity Interests of the Company’s Subsidiaries are owned, directly or indirectly, of record and beneficially by the Company,
free and clear of all Liens other than restrictions on transfer arising under applicable securities Laws. Except as set forth on Section 3.2 of the Disclosure Schedule, no Group Company owns, directly or indirectly, or holds the right to
acquire, any Equity Interest in any other Person. There are no outstanding or authorized stock appreciation rights, phantom stock, performance-based rights or profit participation or similar rights or obligations of any Subsidiary of the Company.
There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or sale or transfer of any of the Equity Interests of any Subsidiary of the Company. With respect to each Group
Company identified in Section 3.2(c) of the Disclosure Schedule as undergoing or subject to any dissolution, liquidation or winding-up proceeding: (i) such proceeding has been conducted in compliance in all material respects with
all applicable Laws, and (ii) no material claims have been asserted or threatened in writing against such Group Company in connection with or arising out of such dissolution, liquidation or winding-up proceeding.

 19

 Section 3.3 No Conflict; Consents .

 (a) Except as set forth in Section 3.3(a) of the Disclosure Schedule, the execution and delivery by the Company of this Agreement
and the Ancillary Agreements and the performance by the Company of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof, do not and will not (i) violate, conflict with, result in a default under
(whether after the giving of notice, lapse of time or both), accelerate any obligation under, require the consent, approval, or authorization of any Person under, or give rise to a right of termination of, or require any notice under, any material
contract, agreement, permit, license, authorization or obligation to which any Group Company is a party or by which any Group Company’s assets are bound; (ii) conflict with, or result in any violation of, any provision of the
Organizational Documents of any Group Company; or (iii) violate or result in a violation of, or constitute a default under (whether after the giving of notice, lapse of time or both), any provision of any Law, or any Governmental Order of, or
any restriction imposed by, any court or other Governmental Body material to any Group Company, except, in the case of clauses (i) and (iii), for any such conflicts, defaults or violations that have not had, and would not reasonably be expected
to be material to the Group Companies, taken as a whole.
 (b) Except as set forth in Section 3.3(b) of the Disclosure Schedule,
no material notice to, declaration, registration, or filing with, Governmental Order issued by, or consent, permit, or approval of, any Governmental Body or other Person is required by or with respect to any Group Company in connection with the
execution and delivery by the Company of this Agreement or any Ancillary Agreement or the consummation by the Company of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof.

 Section 3.4 Financial Statements .

 (a) The Company has made available to Buyer the unaudited consolidated statements of income, balance sheets and statements of cash flows of the
Group Companies for the periods (x) from January 1, 2024 and ended on December 31, 2024, (y) from January 1, 2025 and ended on December 31, 2025, and (z) from January 1, 2026 and ended on March 31, 2026,
correct and complete copies of which are attached hereto as Section 3.4(a) of the Disclosure Schedule (collectively, the “ Financial Statements ”). Section 3.4(a) of the Disclosure Schedule sets forth a
description of the material contingent financial assets held by the Group Companies.
 (b) The Financial Statements are derived from and in
accordance with the books and records of the Group Companies and present fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates and for the periods covered thereby,
subject to normal and recurring year-end adjustments and to the absence of footnotes in the case of any such Financial Statements that are unaudited. The Financial Statements were prepared in conformity with the Accounting Principles.

 (c) The Group Companies have established and adhere to a system of internal accounting controls which are designed to provide assurance
regarding the reliability of financial reporting. There is not, and during the last three (3) years, there has not been, (i) any significant deficiency or weakness in the system of internal accounting controls used by the Company or its
Subsidiaries; (ii) any fraud or wrongdoing by any management employee or other employee of the Company or its Subsidiaries who has or had a role in the preparation of financial statements or the internal controls used by the Company or its
Subsidiaries, or (iii) any written or, to the Knowledge of the Company, oral claim or allegation regarding any of the foregoing.
 (d)
 Section 3.4(d) of the Disclosure Schedule sets forth all outstanding indebtedness for borrowed money of the Group Companies as of the Put Option Date.

 20

 (e) All accounts receivable of the Group Companies shown in the Financial Statements or
arising after the Put Option Date (a) are bona fide and valid receivables arising from sales actually made or services actually performed and arose in the Ordinary Course of Business and (b) are not subject to any material setoffs,
counterclaims, credits or other offsets. No Person has any Lien (other than Permitted Liens) on any accounts receivable or any part thereof, and no agreement for deduction, free goods or services, discount or other deferred price or quantity
adjustment has been made by any Group Company with respect to any accounts receivable.
 Section 3.5 Absence of Undisclosed
Liabilities . No Group Company has any material liabilities, obligations or commitments (individually or in the aggregate) of any nature (whether asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or
unmatured, liquidated or unliquidated, or otherwise) of the type which would be required under GAAP to be recorded or disclosed on the consolidated financial statements of the Group Companies, other than those (a) reflected on the most recent
Financial Statements, (b) which have arisen after the date of the most recent Financial Statements in the Ordinary Course of Business of the Group Companies that are of the type that ordinarily recur and, individually or in the aggregate, are
not material in nature or amount and do not result from any breach of a contract or warranty or any infringement, tort or violation of Law, (c) arising under contracts entered into in the Ordinary Course of Business (and, for the avoidance of
doubt, none of which is a liability for breach thereof), or (d) incurred in connection with this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby. Except for liabilities reflected in the Financial
Statements, the Group Companies do not have any off-balance sheet liability required by GAAP to be disclosed, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by any Group
Company. All reserves that are set forth in or reflected in the Financial Statements, if any, have been established in accordance with GAAP consistently applied. For the avoidance of doubt, liabilities to the extent reflected in the calculation of
Closing Net Working Capital, Indebtedness or Transaction Expenses in accordance with this Agreement shall not constitute undisclosed liabilities for purposes of this Section 3.5.

 Section 3.6 Operating in Ordinary Course of Business . Except as set forth in Section 3.6 of the Disclosure
Schedule, from December 31, 2025, until the Put Option Date: (i) the Group Companies have operated only in the Ordinary Course of Business, (ii) there has not occurred any Material Adverse Effect, and (iii) no Group Company has
taken any action that would constitute a breach of Section 6.1 if such action were taken by such Group Company without the written consent of Buyer during the period between the Put Option Date and the Closing Date.

 Section 3.7 Litigation . As of the Put Option Date, neither the Seller nor any of its Affiliates (to the extent relating to
the Business), nor any Group Company (nor any properties or assets of any Group Company) is: (a) subject to any material pending litigation, action, suit, proceeding, claim, arbitration, mediation, administrative or regulatory investigation or
proceeding (each a “ Legal Proceeding ”), (b) to the Company’s Knowledge, the subject of any threatened (in writing) material Legal Proceeding, or (c) subject to any material outstanding (or threatened) Governmental
Order. In addition, (x) no Law or Governmental Order has been enacted, entered, issued, enforced or made applicable to the transactions contemplated by this Agreement by any Governmental Body that prevents, prohibits or makes illegal the
consummation of the transactions contemplated hereby and (y) no Legal Proceeding is pending or, to the Company’s Knowledge, threatened in writing, that seeks to prevent, materially delay or materially impair the consummation of the
transactions contemplated hereby.
 Section 3.8 Taxes .

 (a) Except as set forth in Section 3.8 of the Disclosure Schedule:

 (i) All income and other material Tax Returns required to be filed by or in respect of each Group Company have been timely
filed, taking into account any extension of time to file granted to or obtained on behalf of such Group Company and are true and correct in all material respects;

 21

 (ii) Each Group Company has paid or caused to be paid all material Taxes
required to be paid by or in respect of such Group Company;
 (iii) There are no material Liens (other than Permitted Liens)
for Taxes on the assets of any Group Company;
 (iv) There are no material Tax Contests pending or threatened in writing
with respect to any Group Company;
 (v) Each Group Company has withheld and paid to the appropriate Governmental Body all
material Taxes required to have been withheld and paid by them in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, stockholder, or other third party, and has complied with all material
reporting requirements with respect to such amounts;
 (vi) No written claim has been made by a Governmental Body in a
jurisdiction in which a Group Company does not file Tax Returns of a particular type that such Group Company is or may be subject to Tax of such type in that jurisdiction;

 (vii) No Group Company has been either a “distributing corporation” or a “controlled corporation”
within the meaning of Section 355 of the Code and the Treasury Regulations promulgated thereunder.
 (viii) No Group
Company has ever participated in a listed transaction within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or any arrangements reportable under any legislation transposing the DAC 6 Directive (Council Directive (EU) 2018/822 of
25 May 2018 amending Directive 2011/16/EU as regards mandatory automatic exchange of information in the field of taxation in relation to reportable cross-border arrangements), or any arrangements deemed abusive under any legislation transposing
the Anti-Tax Avoidance Directive (Council Directive (EU) 2016/1164 of 12 July 2016 laying down rules against tax avoidance practices that directly affect the functioning of the internal market) or, in either case, their equivalent under
applicable U.K. law.
 (ix) Neither the IRS nor any other Governmental Body has asserted by written notice to any Group
Company any deficiency or claim for any amount of additional Taxes which such asserted deficiency or claim has not yet been resolved; and

 (x) No Group Company has (a) consented to extend the time in which any Tax may be assessed or collected by any taxing
authority or waived any statute of limitations with respect to Taxes, which extension or waiver remains in effect; (b) requested an extension of time within which to file a Tax Return that has not since been filed, other than extensions that
are automatically granted as a matter of law; or (c) executed or filed any power of attorney with respect to Taxes.

 (xi) No Group Company has any liability for Taxes of another person under Treasury regulations section 1.1502-6 or any
corresponding or similar Law, or as a transferee or successor, or by contract, assumption or otherwise, and no Group Company is or has been a member of an affiliated, consolidated, combined or unitary group filing for income Tax purposes (other than
those consisting solely of Group Companies);

 22

 (xii) The Group Companies will not be required to include any item of income
in, or exclude any item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (A) change in method of accounting for a Pre-Closing Tax Period; (B) the consummation of
the transactions contemplated hereby; (C) agreement with a Governmental Body executed on or prior to the Closing Date; (D) installment sale or open transaction disposition made on or prior to the Closing Date; or (E) prepaid amount
received on or prior to the Closing Date;
 (xiii) Each Group Company is, and has at all times been, a resident for Tax
purposes only in the jurisdiction of its organization and has never been treated as resident nor maintained any taxable presence in any other jurisdiction for any Tax purpose;

 (xiv) No Group Company is a member of a Consolidated Group or would exit a Consolidated Group as a result of the consummation
of the transactions contemplated hereby; and
 (xv) No Group Company is or has at any time been, and is not expected to be,
liable for any Pillar Two Taxes or any Qualified Domestic Minimum Top-Up Tax (such term being construed in accordance with the OECD Pillar Two Model Rules), except for liabilities that, in the aggregate, do not exceed $10,000.

 The Company makes no representation or warranty regarding the amount, value or condition of, or any limitations on, any Tax asset or attribute of any Group
Company, including but not limited to net operating losses (each, a “ Tax Attribute ”), or the ability of Buyer or any of its Affiliates to utilize such Tax Attributes after the Closing.

 Section 3.9 Employee Benefit Plans .

 (a) Section 3.9(a) of the Disclosure Schedule sets forth (i) each Assumed Benefit Plan and (ii) each Retained Benefit
Plan, identifying for each such plan the entity that sponsors, maintains or contributes to such plan.
 (b) The Company has made available
to Buyer true, correct and complete copies of material Benefit Plans and related plan documents (including, as applicable, trust documents, insurance policies or material contracts, employee booklets, summary plan descriptions and other authorizing
documents, and any material employee communications relating thereto).
 (c) Neither any Group Company nor any of their respective ERISA
Affiliates sponsors, maintains, participates in or contributes to (or is obligated to contribute to), or in the past six (6) years has sponsored, established, maintained, participated in, contributed to (or been obligated to contribute to) or
otherwise incurred any obligation or liability under or with respect to (i) any “employee pension benefit plan,” as defined in Section 3(2) of ERISA, that is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of
ERISA or Section 412 of the Code, (ii) any “defined benefit” or “cash balance” or similar pension plan that is maintained or qualified under a law outside of the United States, (iii) any “multiemployer
plan”, as defined in Section 3(37) of ERISA, or (iv) any “multiple employer plan” as defined in Section 413(c) of the Code.

 (d) Except as set forth in Section 3.9(d) of the Disclosure Schedule, none of the Benefit Plans promises or provides for retiree or
post-employment medical, life, health insurance or other welfare benefits for any participant or any beneficiary of a participant, except as may be required by applicable Law.

 23

 (e) Each Benefit Plan is and has been administered in all material respects in accordance
with applicable Laws and its terms, and the Group Companies have performed, in all material respects, all obligations required to be performed by them under each Benefit Plan. Each Benefit Plan that is intended to qualify for any particular
favorable Tax treatment meets all of the requirements for such treatment and has obtained all approvals of all relevant Governmental Bodies that are necessary to qualify for such Tax treatment. The Group Companies have made or properly accrued all
contributions (including all employer contributions and employee salary reduction contributions), premiums and expenses payable to or in respect of each Benefit Plan that are due under the terms thereof and in accordance with applicable Law. There
are no pending or, to the Company’s Knowledge, threatened suits, administrative proceedings, actions, litigation or claims with respect to any Benefit Plan, other than routine claims for benefits provided for by the Benefit Plans and appeals
of such claims.
 (f) Except as expressly contemplated by this Agreement or as set forth in Section 3.9(f) of the Disclosure
Schedule, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby would be reasonably expected to, either individually or together with the occurrence of some other event (whether contingent
or otherwise), (i) result in any payment or benefit (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due or payable, or required to be provided, to any current or former employee, director, or
natural person independent contractor or consultant of any Group Company under any Benefit Plan, or materially increase any such payment or benefit, (ii) result in the acceleration of the time of payment, vesting or funding of, or materially
increase any benefit or compensation of any current or former employee, director, or natural person independent contractor or consultant of any Group Company under any Benefit Plan, (iii) result in the forgiveness in whole or in part of any
outstanding loans made by any Group Company to any Person, or (iv) result in any “parachute payment” as defined in Section 280G(b)(2) of the Code for current or former employee, director, or natural person independent
contractor or consultant of any Group Company.
 (g) No Group Company has any obligation to provide, and no Benefit Plan or other agreement
provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the
failure of any payment to be deductible under Section 280G of the Code.
 (h) Each “nonqualified deferred compensation
plan” (within the meaning of Section 409A of the Code) to which the Company is a party complies with the requirements of paragraphs (2), (3) and (4) of Section 409A(a) by its terms and has been operated in accordance with
such requirements, in each case, in all material respects. No event has occurred that would be treated by Section 409A(b) as a transfer of property for purposes of Section 83 of the Code.

 (i) All Benefit Plans that are subject to the Laws of any jurisdiction outside the United States (i) have been maintained in all material
respects in accordance with all applicable requirements, (ii) if they are intended to qualify for special tax treatment, meet all the requirements for such treatment, and (iii) if they are intended to be funded and/or book-reserved, are
fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

 24

 (j) Except as would not reasonably be expected to be material to the Group Companies, taken
as a whole: (i) each Benefit Plan that is not required by applicable Law to be maintained may be amended, terminated or otherwise discontinued at any time by the applicable sponsor in accordance with its terms, without payment of any material
fees, costs or expenses (other than ordinary administrative expenses incurred in the Ordinary Course of Business) and without material liability to Buyer or any Group Company (other than ordinary administrative expenses and benefits accrued through
the date of termination or amendment); and (ii) no Benefit Plan or other Contract restricts the right of any Group Company to terminate the employment or engagement of any Company Employee at any time (subject, in each case, to applicable
notice periods and statutory entitlements required by applicable Law).
 Section 3.10 Real and Personal Property ; Title,
Condition and Sufficiency of Assets.
 (a) The Company does not own any real property.

 (b) Section 3.10(b) of the Disclosure Schedule sets forth a list of all real property leased by any Group Company (the
“ Leased Real Property ”). All leases relating to Leased Real Property are identified in Section 3.10(b) of the Disclosure Schedule (each a “ Lease ” and collectively, the “ Leases ”).
With respect to each Lease listed in Section 3.10(b) of the Disclosure Schedule:
 (i) to the Company’s
Knowledge, the applicable Group Company has a valid and enforceable leasehold interest to the leasehold estate in the Leased Real Property pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar
Laws relating to creditors’ rights and general principles of equity;
 (ii) each such Lease listed has been duly
authorized and executed by the applicable Group Company; and
 (iii) no Group Company, nor to the Company’s Knowledge
any other party to any Lease, is in default under any of said Leases, except where such default has not had, and would not reasonably be expected to be material to the Group Companies, taken as a whole; and

 (c) Except as set forth in Section 3.10(c) of the Disclosure Schedule, each Group Company has good and valid title to or, in the
case of leased properties and assets, valid leasehold interests in, all of the tangible personal property and assets purported to be owned by it, free and clear of any Liens, except for (i) encumbrances disclosed in the Financial Statements,
(ii) any Liens for Taxes not yet due and payable or that are being contested in good faith by any appropriate proceedings and for which adequate accruals or reserves have been established in accordance with GAAP, (iii) carriers’,
warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar encumbrances arising in the Ordinary Course of Business, (iv) encumbrances consisting of pledges or deposits required in the
Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) encumbrances on the Leased Real Property securing
obligations under real property leases, in each case that do not materially interfere with the use of the affected property, (vi) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary
uniform commercial code financing statements filed under any lease, and (vii) encumbrances of record or imperfections of title which are not material in character, amount or extent and which do not materially detract from the value or
materially interfere with the present use of the assets subject thereto or affected thereby (the foregoing items (i) through (vii) collectively, the “ Permitted Liens ”).

 (d) The buildings, structures, equipment, vehicles and other items of tangible personal property of the Group Companies are, in all material
respects, in good operating…