INVESTMENT AGREEMENT by and among DESPEGAR.COM, CORP., and LCLA DAYLIGHT LP Dated as of August 20, 2020

Exhibit 4.1

INVESTMENT AGREEMENT

by and among

▇▇▇▇▇▇▇▇.▇▇▇, CORP.,

and

LCLA DAYLIGHT LP

Dated as of August 20, 2020

TABLE OF CONTENTS

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INVESTMENT AGREEMENT, dated as of August 20, 2020 (this “Agreement”), ▇▇▇▇▇▇▇▇.▇▇▇, Corp., a BVI business company incorporated in the British Virgin Islands with company number 19365519 (the “Company”) and LCLA Daylight LP, a Delaware limited partnership (the “Purchaser” ).

WHEREAS, pursuant to the terms and conditions set forth in this Agreement, the Company desires to issue, sell and deliver to the Purchaser, and the Purchaser desires to purchase from the Company, at the Closing, (a) 150,000 series A preferred shares (the “Preferred Shares”), having the rights, privileges, restrictions and conditions as specified in the form of the amended and restated memorandum and articles of association of the Company attached hereto as Annex I and which, for the avoidance of doubt, may incorporate the terms of any Additional Financing Transaction (the “Amended and Restated Memorandum and Articles”) and (b) warrants to purchase 11,000,000 Common Shares (subject to adjustment in accordance with its terms) substantially in the form attached hereto as Annex II (the “Warrants” and the Common Shares underlying the Warrants, the “Warrant Shares”);

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

ARTICLE I

Definitions

Section 1.01 Definitions. (a) As used in this Agreement (including the recitals hereto), the following terms shall have the following meanings:

“50% Beneficial Ownership Requirement” means, as of the applicable time of determination, that the Purchaser and its Permitted Transferees continue to beneficially own (a) (1) at least 50% of the Preferred Shares purchased by the Purchaser pursuant to this Agreement, and (2) Warrants and/or Common Shares that were issued upon exercise of Warrants purchased by the Purchaser pursuant to this Agreement that represent in the aggregate and on an as exercised basis at least 50% of the total number of Warrant Shares underlying the Warrants on an as exercised basis as of the Closing Date, or (b) if the Company shall have redeemed the Preferred Shares in full, Warrants and/or Common Shares that were issued upon exercise of Warrants purchased by the Purchaser pursuant to this Agreement that represent in the aggregate and on an as exercised basis at least 50% of the total number of Warrant Shares underlying the Warrants on an as exercised basis as of the Closing Date.

“Additional Financing Transaction” means the issuance of a further series of preferred shares on terms reasonably acceptable to the Purchaser; provided that an Additional Financing Transaction shall be deemed accepted by the Purchaser so long as long as it meets the Additional Financing Transaction Requirements.

“Additional Financing Transaction Requirements” means an Additional Financing Transaction that is an issuance by the Company of debt or preferred shares with aggregate proceeds of no more than $50 million and with interest coupon or required dividends in cash not greater than 5.0% per annum.

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“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person; provided, however, that (i) the Company and its Affiliates shall not be deemed to be Affiliates of any Purchaser Party or any of its Affiliates, and (ii) portfolio companies of any Purchaser Party or any Affiliate thereof shall not be deemed to be Affiliates of any Purchaser Party solely to the extent that any such portfolio company has not received any Confidential Information (as defined in the Confidentiality Agreement) pertaining to the Company from any holder (provided that no Person will be deemed to be in receipt of any Confidential Information solely because any such person serves as a director, officer or employee of such portfolio company). For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

Any Person shall be deemed to “beneficially own,” to have “beneficial ownership” of, or to be “beneficially owning” any securities (which securities shall also be deemed “beneficially owned” by such Person) that such Person is deemed to “beneficially own” within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act; provided that any Person shall be deemed to beneficially own any securities that such Person has the right to acquire, whether or not such right is exercisable immediately (including assuming exercise of all Warrants, if any, owned by such Person to Common Shares).

“Amended and Restated Memorandum and Articles” means the amended and restated memorandum and articles of association of the Company in the form attached hereto at Annex I.

“Board” means the board of directors of the Company.

“Business Day” means any day except a Saturday, a Sunday or other day on which the SEC or banks in the City of New York or in the British Virgin Islands are authorized or required by Law to be closed.

“Change of Control” shall mean (i) any person or group (other than the Purchaser), in a single transaction or in a related series of transactions, by way of merger, consolidation, other business combination transaction, contract or otherwise, acquiring beneficial ownership representing more than 50% of the total voting power of the Company’s Common Shares or the right to appoint a majority of the Company’s Board; (ii) the Common Shares are no longer listed or admitted to trading on the NYSE or another National Securities Exchange; (iii) the direct or indirect sale, lease, transfer, conveyance or other disposition (including by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any person or group (other than the Purchaser); or (iv) any transaction or event that constitutes a “change of control” under any of the Company’s then-outstanding indebtedness; provided that for so long as any preferred shares issued pursuant to an Additional Financing Transaction are outstanding, 50% in clause (i) of this definition shall instead be 33.3%.

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

“Common Shares” means the ordinary shares, without par value, of the Company.

“Company RSU Award” means an award of restricted stock units corresponding to Common Shares.

“Company Stock Option” means an option to purchase Common Shares.

“Company Stock Plans” means the stock-based compensation plans of the Company and its Subsidiaries, including the ▇▇▇▇▇▇▇.▇▇▇, Inc. 2015 Stock Plan and the ▇▇▇▇▇▇▇▇.▇▇▇, Corp. Amended and Restated 2016 Stock Incentive Plan, in each case as amended.

“Competitor” means any person or entity which engages, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing of formed hereafter)), in the business of travel distribution.

“Credit Facility” means the Company’s committed revolving credit facility with Citibank.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Fair Market Value” means, with respect to any security or other property, the fair market value of such security or other property as reasonably determined in good faith by a majority of the Board (excluding any Purchaser Director), or an authorized committee thereof.

“Fall-Away of Purchaser Board Rights” means the first day on which the 50% Beneficial Ownership Requirement is not satisfied.

“Fee Agreement” means the agreement, dated as of the date hereof, between ▇▇▇▇▇▇▇▇▇ Latin America Management Co. and the Company.

“Fraud” means common law fraud under the laws of the State of New York; provided, that the term “Fraud” does not include the doctrine of constructive or equitable fraud.

“GAAP” means generally accepted accounting principles in the United States.

“Governmental Authority” means any government, court, regulatory or administrative agency, commission, arbitrator or authority or other legislative, executive or judicial governmental entity (in each case including any self-regulatory organization), whether federal, state or local, domestic, foreign or multinational.

“Investors’ Rights Agreement” means the Sixth Amended and Restated Investors’ Rights Agreement, dated as of August 29, 2017, by and among the Company and certain holders of the Company’s Common Shares listed in the schedules thereto, as amended from time to time.

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“Knowledge” means, with respect to the Company, the actual knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇ (Chief Executive Officer), ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (Chief Financial Officer) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (General Counsel) after reasonable inquiry of each such Person’s direct reports who routinely deal with subject matter relevant to the applicable matter in question in the ordinary course of their duties.

“Liens” means any mortgage, pledge, lien (statutory or other), charge, encumbrance, hypothecation, assignment, security interest or similar restriction.

“Lookback Date” means January 1, 2018.

“Material Adverse Effect” means any effect, change, event or occurrence that has or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (x) the business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole; or (y) the ability of the Company to consummate the Transactions on a timely basis; provided that, for purposes of clause (x) above, none of the following, and no effect, change, event or occurrence arising out of, or resulting from, the following, shall constitute or be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur: any effect, change, event or occurrence (A) generally affecting (1) the industries in which the Company and its Subsidiaries operate or (2) the economy, or credit, financial or capital markets, in the United States or elsewhere in the world, including changes in interest or exchange rates or taxation, or (B) to the extent arising out of, resulting from or related to (1) changes or prospective changes in Law or in GAAP or in accounting standards, or any changes or prospective changes in the interpretation or enforcement of any of the foregoing, or any changes or prospective changes in general legal, regulatory or political conditions, including any elections and changes in government, (2) the negotiation, execution or announcement of the Transaction Documents or the consummation of the Transactions, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees or regulators, (3) acts of war (whether or not declared), sabotage or terrorism, or any escalation or worsening of any such acts of war (whether or not declared), sabotage or terrorism, (4) volcanoes, tsunamis, pandemics (including COVID-19), earthquakes, hurricanes, tornados or other natural disasters, in each case including the impact thereof (including through any changes in Law or customer or supplier behavior) on liquidity, access to capital, increases in cancellations and decreases in demand with respect to the Company’s offerings and/or across the travel industry, as well as on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees or regulators, (5) any action taken by the Company or its Subsidiaries that is required by the Transaction Documents or with the Purchaser’s express written consent or at the Purchaser’s express written request, (6) any change resulting or arising from the identity of, or any facts or circumstances relating to, the Purchaser or any of its Affiliates, (7) any decline in the market price, or change in trading volume, of the shares of the Company or (8) any failure to meet any internal or public projections, forecasts, guidance, estimates, milestones, budgets or internal or published financial or operating predictions of revenue, earnings, cash flow or cash position (it being understood that the exceptions in clauses (7) and (8) shall not prevent or otherwise affect a determination that the underlying cause of any such change, decline or failure referred to therein (if not otherwise falling within any of the exceptions provided by clause (A) and clauses (B)(1) through (8) hereof) is a Material Adverse Effect); provided, further, that any effect, change, event or occurrence referred to in clause (A), (B)(1) (except to the extent such effect is covered under clause (B)(4)) or (B)(3) may be taken into account in determining whether there has been, or would reasonably be expected to be, individually or in the aggregate, a Material Adverse Effect to the

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extent such effect, change, event or occurrence has a disproportionate adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole, as compared to other similarly situated participants in the industries in which the Company and its Subsidiaries operate (in which case only the incremental disproportionate impact or impacts may be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect).

“National Securities Exchange” means a securities exchange that has registered with the U.S. Securities and Exchange Commission under Section 6 of the Exchange Act.

“NYSE” means the New York Stock Exchange.

“Permitted Transferee” means, with respect to any transferor, (i) any Affiliate of such transferor, so long as it remains such, (ii) any successor entity of such transferor, and (iii) with respect to any transferor that is an investment fund, vehicle or similar entity, any other investment fund, vehicle or similar entity of which such transferor or an Affiliate, advisor or manager of such transferor serves as the general partner, manager or advisor; provided that portfolio companies of the Purchaser or any controlled Affiliates of such portfolio companies shall not be Permitted Transferees of any Purchaser Party hereunder.

“Person” means an individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization or any other entity, including a Governmental Authority.

“Preferred Shares” means the series A preferred shares, without par value, of the Company, having the rights, privileges, restrictions and conditions set out in the Amended and Restated Memorandum and Articles.

“Purchaser Director” means a member of the Board who was appointed by the Purchaser in accordance with the provisions of the Amended and Restated Memorandum and Articles.

“Purchaser Material Adverse Effect” means any effect, change, event or occurrence that would reasonably be expected to prevent (i) the consummation by the Purchaser of any of the Transactions on a timely basis or (ii) the compliance by the Purchaser with its obligations under this Agreement.

“Purchaser Parties” means the Purchaser and each Permitted Transferee of the Purchaser to whom Securities or Common Shares are transferred pursuant to Section 5.07(b)(i).

“Registration Rights Agreement” means a registration rights agreement to be entered into by the Company and the Purchaser, substantially in the form set forth as Annex III hereto.

“Representatives” means, with respect to any Person, its officers, directors, principals, partners, managers, members, employees, consultants, agents, financial advisors, investment bankers, attorneys, accountants, other advisors and other representatives.

“SEC” means the Securities and Exchange Commission.

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“Securities” means shares the Preferred Shares and the Warrants.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Standstill Period” means the period beginning on the Closing Date and ending on the later of (x) the third anniversary of the Closing Date and (y) the Fall-Away of Purchaser Board Rights.

“Subsidiary,” when used with respect to any Person, means any corporation, limited liability company, partnership, association, trust or other entity of which (x) securities or other ownership interests representing 50% or more of the ordinary voting power (or, in the case of a partnership, 50% or more of the general partnership interests) or (y) sufficient voting rights to elect at least a majority of the board of directors or other governing body are, as of such date, owned by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Supplier” means any person or entity which engages, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing of formed hereafter)), in the air travel or lodging business.

“Taxes” means (i) any and all taxes, including any income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, environmental, escheat or unclaimed property, windfall, custom, duties, levies, imposts, deductions, withholdings (including backup withholding), fees, commercial activity, hotel or room occupancy, accommodations, transient lodging, tourist development, tourist conventions, intangibles, franchise, value-added, and other like assessment or charge of any kind whatsoever imposed by a Governmental Authority, together with any interest, fines, penalties or additions to tax with respect to the foregoing and (ii) any liability for the amounts described in clause (i) as a result of transferee liability or otherwise through operation of law or by contract (other than any contract entered into in the ordinary course of business, the primary purpose of which is not Taxes).

“Tax Return” means any return, report, declaration, information return, form, filing, statement or other document required to be filed with any Governmental Authority with respect to Taxes, including any schedules, attachments or amendments thereto.

“Transaction Documents” means this Agreement, the Amended and Restated Memorandum and Articles, the Warrants, the Registration Rights Agreement, the Equity Commitment Letter, the Management Services Agreement, the Fee Agreement and all other documents, certificates or agreements executed in connection with the transactions contemplated by this Agreement, the Amended and Restated Memorandum and Articles, the Warrants and the Registration Rights Agreement, the Equity Commitment Letter, the Management Services Agreement and the Fee Agreement.

“Transactions” means the Purchase and the other transactions expressly contemplated by this Agreement and the other Transaction Documents, including, without limitation, the exercise by any Purchaser Party of Warrants.

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“Transfer” by any Person means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or otherwise dispose of or transfer (by the operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement, agreement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition or transfer (by the operation of law or otherwise), of any interest in any securities beneficially owned by such Person; provided that, notwithstanding anything to the contrary in this Agreement, a Transfer shall not include (i) the exercise of Warrants pursuant to their terms, (ii) the redemption or other acquisition of Common Shares, Warrants or Series A Preferred Shares by the Company or (iii) the transfer (other than by a Purchaser or an Affiliate of a Purchaser) of any limited partnership interests or other equity interests in a Purchaser (or any direct or indirect parent entity of such Purchaser) (provided that if any transferor or transferee referred to in this clause (iii) ceases to be controlled (directly or indirectly) by the Person (directly or indirectly) controlling such Person immediately prior to such transfer, such event shall be deemed to constitute a “Transfer”).

“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code or any successor provision thereof.

(b) In addition to the terms defined in Section 1.01(a), the following terms have the meanings assigned thereto in the Sections set forth below:

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ARTICLE II

Purchase and Sale

Section 2.01 Purchase and Sale at the Closing. On the terms and conditions of this Agreement, at the Closing, the Purchaser shall subscribe for, purchase and acquire from the Company, and the Company shall issue, sell and deliver to the Purchaser (i) 150,000 Preferred Shares and (ii) the Warrants to acquire 11,000,000 Common Shares, for an aggregate purchase price equal to $150 million (the “Purchase Price”). The purchase and sale of the Preferred Shares and Warrants pursuant to this Section 2.01 is referred to as the “Purchase.”

Section 2.02 Closing. (a) On the terms of this Agreement, the closing of the Purchase (the “Closing”) shall occur at 10:00 am New York City time on the earlier of (1) subject to the satisfaction or waiver of the conditions set forth in Section 2.02(c), the date notified by the Purchaser to the Company at least three (3) Business Days in advance, but in any event not later than September 19, 2020, and (2) another date agreed by the Company and Purchaser, at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (such date is referred to herein as the “Closing Date”).

(b) At the Closing:

(i) Subject to the Purchaser’s compliance with Section 2.02(b)(ii), the Company shall issue and deliver to the Purchaser (1) the Securities purchased by them pursuant to Section 2.01 registered in the name of any Purchaser, free and clear of all Liens, except restrictions on transfer imposed by the Amended and Restated Memorandum and Articles, the Securities Act, Section 5.07 and any applicable securities Laws and record the Purchaser as the owner of such Securities on the books and records of the Company and (2) the Transaction Documents to which it is a party, duly executed by the Company; and

(ii) Subject to the Company’s compliance with Section 2.02(b)(i) and the satisfaction or waiver of the conditions set forth in Section 2.02(c), the Purchaser shall (1) pay the Purchase Price to the Company, by wire transfer in immediately available U.S. federal funds, to the account designated by the Company in writing, (2) deliver to the Company the Transaction Documents to which it is a party, duly executed by the Purchaser and (3) deliver to the Company a duly executed, valid, accurate and properly completed Internal Revenue Service (“IRS”) Form W-9 from the Purchaser, certifying that Purchaser is a U.S. Person.

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(c) (i) The respective obligations of the Company and the Purchaser to consummate the Closing shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following condition:

a. No temporary or permanent judgment shall have been enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority, nor shall any proceeding brought by a Governmental Authority seeking any of the foregoing be pending, or any applicable Law shall be in effect enjoining or otherwise prohibiting consummation of the Transactions.

(ii) The obligations of the Purchaser to effect the Closing shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

a. The representations and warranties of the Company (a) set forth in the Fundamental Representations shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import) in all material respects as of the date hereof and as of the Closing Date with the same effect as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date) and (b) other than the Fundamental Representations, shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import) as of the date hereof and as of the Closing Date with the same effect as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (b), where the failure to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

b. The Company shall have complied with or performed in all material respects its obligations required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing Date.

c. From the date hereof to the Closing Date, there shall not have occurred any event that has had or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

d. The Company shall have delivered a certificate, signed on behalf of the Company by a duly authorized officer thereof, certifying that the conditions set forth in Section 2.02(c)(ii)a., b., and c. have been satisfied.

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e. The Company shall have duly adopted and filed the Amended and Restated Memorandum and Articles (provided that (i) in the event an Additional Financing Transaction occurs, the Amended and Restated Memorandum and Articles may be amended to include a second schedule thereto setting out the rights of any further investor involved in an Additional Financing Transaction which meets the Additional Financing Transaction Requirements and which include such additional provisions as are consistent with the documentation provided to Purchaser’s legal counsel on the date hereof and to be filed with the SEC on the date hereof or the subsequent date by the Company on a Form 6-K and/or (ii) other minor, insubstantial amendments may be made to the Amended and Restated Memorandum and Articles which are deemed to be reasonably necessary to the Company, and that do not affect any rights, privileges or designations of the Series A Preferred Shares) with the Registrar of Corporate Affairs of the British Virgin Islands and delivered to the Purchaser a stamped copy of such Amended and Restated Memorandum and Articles duly registered by the Registrar of Corporate Affairs of the British Virgin Islands.

f. The Common Shares issuable upon exercise of the Warrants shall have been approved for listing on the NYSE.

g. The Credit Facility shall have been amended such that by its terms it allows the Company to pay dividends in form and the amounts contemplated by the Amended and Restated Memorandum and Articles and any Additional Financing Transaction, and the Company shall have delivered a copy of such amendment to the Purchaser.

h. The Board shall have approved the appointment of a Purchaser Director and an observer nominated by the Purchaser to the Board, which shall be effective immediately upon Closing.

i. The Company shall have delivered, or will deliver upon Closing, to the Purchaser, and the Purchaser shall have confirmed its receipt of: (i) a certified copy of an extract of the register of shareholders of the Company evidencing the issuance of the Preferred Shares; (ii) a certified copy of director resolutions of the Company approving (amongst other things) consummation of the Transactions and entry into this Agreement (and any other documents to be entered into pursuant to this Agreement) and approval of all matters noted therein, including (without limitation) issuance of the Securities, amending and restating the Amended and Restated Memorandum and Articles and the appointment of the new director nominated by the Purchaser; (iii) a certified copy of the Company’s register of directors showing the appointment of the new director nominated by the Purchaser; (iv) a certificate of good standing for the Company dated no earlier than five Business Days before the Closing Date; (v) a registered agent’s certificate for the Company dated no earlier than five Business Days before the Closing Date; (vi) a new share certificate for the Preferred Shares issued in the name of the Purchaser, and (vii) a legal opinion from British Virgin Islands counsel to the Company, addressed to the Purchaser and dated the Closing Date, substantially in the form attached hereto as Annex IV;

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(iii) The obligations of the Company to effect the Closing shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

a. The representations and warranties of the Purchaser set forth in this Agreement shall be true and correct in all material respects as of the Closing Date with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date).

b. The Purchaser shall have complied with or performed in all material respects its obligations required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing Date.

c. The Purchaser shall have delivered a certificate, signed on behalf of the Purchaser by a duly authorized officer thereof, certifying that the conditions set forth in Section 2.02(c)(iii)a. and b. have been satisfied.

ARTICLE III

Representations and Warranties of the Company¹

The Company represents and warrants to Purchaser as of the date hereof and as of the Closing Date (except to the extent made only as of a specified date or period, in which case such representation and warranty is made as of such date or period) that, except as disclosed in any report, schedule, form, statement or other document (including exhibits) filed by the Company with, or publicly furnished by the Company to, the SEC and publicly available after December 31, 2019 and prior to the date hereof, including the Forms 6-K to be filed by the Company on or about the date of this Agreement related to, among other things, the Transactions, the Company’s earnings results and any acquisitions, drafts of which have been provided to the Purchaser (collectively, the “Filed SEC Documents”):

Section 3.01 Organization; Standing. (a) The Company has been duly incorporated, is validly existing as a BVI business company limited by shares and is in good standing under the Laws of the British Virgin Islands, has the corporate power and authority to own its property and to conduct its business and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (to the extent such concepts are applicable under such Laws), except where the failure to be so qualified or in good standing (save for good standing in the British Virgin Islands) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, reasonably be expected to prevent the consummation by the Company of any of the Transactions on a timely basis or the compliance by the Company with its obligations under this Agreement. True and complete copies of the Company’s amended and restated memorandum and articles of association are included in the Filed SEC Documents.

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(b) Each significant subsidiary (as such term is defined in Rule 1-02 of Regulation S-X) of the Company has been duly incorporated (or formed), is validly existing as a corporation (or other entity) in good standing (where such concept is applicable) under the Laws of the jurisdiction of its incorporation (or formation), has the corporate (or other similar) power and authority to own its property and to conduct its business and is duly qualified to transact business and is in good standing (where such concept is applicable) in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, in each case except where the failure would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, reasonably be expected to prevent the consummation by the Company of any of the Transactions on a timely basis or the compliance by the Company with its obligations under this Agreement.

Section 3.02 Capitalization. (a) At the date of this Agreement, the Company is authorized to issue an unlimited number of Common Shares. At the close of business on June 30, 2020 (the “Capitalization Date”), (i) 69,946,439 Common Shares were issued and outstanding (excluding Common Shares held in treasury), (ii) 5,008,307 Common Shares were held in treasury by the Company or owned by its Subsidiaries, (iii) 5,461,777 Common Shares were reserved for issuance pursuant to the Company Stock Plans, (iv) 1,928,349 Common Shares were underlying outstanding Company RSU Awards (assuming target performance in the case of any performance-based Company RSU Awards), (v) 981,457 Common Shares were reserved for issuance upon the exercise of outstanding unexercised Company Stock Options, and (vi) no other shares of, or other equity interests (or any securities convertible into or exchangeable for or any rights exercisable for any such equity securities) in, the Company were issued, reserved for issuance or outstanding. Upon the registration of the Amended and Restated Memorandum and Articles by the Registrar of Corporate Affairs of the British Virgin Islands in accordance with the provisions of this Agreement, the Company will be authorized to issue (A) an unlimited number of Common Shares; (B) 150,000 Preferred Shares, and (C) no more than 50,000 shares of a further series of preferred shares pursuant to an Additional Financing Transaction.

(b) Except as described in this Section 3.02, as of the Capitalization Date, there were (i) no outstanding shares of, or other equity or voting interests in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of, or other equity or voting interests in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligate the Company to issue, any shares of, or other equity or voting interests (or voting debt) in, or any securities convertible into or exchangeable for shares of, or other equity or voting interests in, the Company other than obligations under the Company Stock Plans in the ordinary course of business, (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any shares of, or other equity or voting interests in, the Company (the items in clauses (i), (ii), (iii) and (iv) being referred to collectively as “Company Securities”) and (v) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Company Securities. There are no outstanding agreements of any kind which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities (other than pursuant to the cashless exercise of Company Stock Options (or of the warrants issued hereunder) or require the satisfaction of Tax withholding with respect to the exercise of Company Stock Options or the vesting of Company RSUs Awards, or pursuant to the Amended and Restated

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Memorandum and Articles), or obligate the Company to grant, extend or enter into any such agreements relating to any Company Securities, including any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Company Securities (other than pursuant to (x) this Agreement, including the Amended and Restated Memorandum and Articles and the Warrants issued hereunder, and (y) an Additional Financing Transaction). Other than this Agreement and in connection with an Additional Financing Transaction, neither the Company nor any Subsidiary of the Company is a party to any shareholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding relating to any Company Securities or any other agreement relating to the disposition, voting or dividends with respect to any Company Securities. From the close of business on the Capitalization Date through the date of this Agreement, other than in connection with an Additional Financing Transaction, there have been no issuances of (I) any Common Shares or any other equity or voting securities or interests in the Company, other than issuances of Common Shares (A) pursuant to the exercise, vesting or settlement, as applicable, of Company RSU Awards or Company Stock Options outstanding as of the close of business on the Capitalization Date in accordance with the terms of such Company equity awards or (II) any other Company Securities, including equity-based awards, other than 31,300 Company RSU Awards. From the date of this Agreement and through the Closing, the Company shall not take any action with respect to any Series A Reserved Matter set forth in Section 8 of Schedule 1 of the Amended and Restated Memorandum and Articles that would have required the consent of the holders of the Preferred Shares had such Amended and Restated Memorandum and Articles been in effect beginning as of the date hereof.

Section 3.03 Authority; Noncontravention. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents, and the consummation by it of the Transactions, have been duly authorized by the Board and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation by it of the Transactions. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof and thereof by the Purchaser, constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

(b) Neither the execution and delivery of this Agreement or the other Transaction Documents by the Company, nor the consummation by the Company of the Transactions, nor performance or compliance by the Company with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of the Amended and Restated Memorandum and Articles, (ii) violate any Law or Judgment applicable to the Company or any of its Subsidiaries or (iii) violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would violate or constitute a default) under any of the terms or provisions of

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any loan or credit agreement, indenture, debenture, note, bond, mortgage, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or, with or without notice, lapse of time or both, accelerate or increase the Company’s or, if applicable, any of its Subsidiaries’, obligations under any such Contract, result in the loss of a material benefit of the Company or its Subsidiaries under any such Contract, or give rise to a right of termination under any such Contract, except, in the case of clause (iii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, reasonably be expected to prevent the consummation by the Company of any of the Transactions on a timely basis or reasonably be expected to prevent the compliance by the Company with their obligations under this Agreement; provided, however, that for the purposes of this Section 3.03(b), the definition of Material Adverse Effect shall not include clause (B)(2) in the proviso of such definition.

Section 3.04 Governmental Approvals. Except for (a) the filing of the Amended and Restated Memorandum and Articles with the Registrar of Corporate Affairs of the British Virgin Islands in accordance with the provisions of this Agreement, (b) compliance with any applicable state securities or blue sky laws, no consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority is necessary for the execution and delivery of this Agreement and the other Transaction Documents by the Company, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions, other than such other consents, approvals, filings, licenses, permits or authorizations, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, reasonably be expected to prevent the consummation by the Company of any of the Transactions on a timely basis or reasonably be expected to prevent the compliance by the Company with their obligations under this Agreement.

Section 3.05 Company SEC Documents; Undisclosed Liabilities. (a) The Company has filed with the SEC, on a timely basis, all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC pursuant to the Exchange Act since the Lookback Date (collectively, the “Company SEC Documents”). As of their respective SEC filing dates, the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (and the regulations promulgated thereunder), as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b) The annual consolidated financial statements of the Company (including all related notes or schedules) and the quarterly interim consolidated financial information included in the Company’s earnings results filed on Form 6-K included in the Company SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with GAAP, applied on a consistent basis during the periods involved (except (i) as may be indicated in the notes thereto or (ii) as permitted by Regulation S-X) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited quarterly interim financial information, to normal year-end adjustments and the absence of note disclosures).

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(c) Neither the Company nor any of its Subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on the date hereof, to be reflected on a consolidated balance sheet of the Company (including the notes thereto), except liabilities (i) reflected or reserved against in the balance sheet (or the notes thereto) of the Company and its Subsidiaries as of December 31, 2019 (the “Balance Sheet Date”) included in the Filed SEC Documents, (ii) incurred after the Balance Sheet Date in the ordinary course of business, (iii) as expressly contemplated by this Agreement or otherwise incurred in connection with the Transactions, (iv) that have been discharged or paid prior to the date of this Agreement, (v) in connection with transactions disclosed in the Filed SEC Documents, or (vi) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(d) The Company has established and maintains, and at all times since the Lookback Date has maintained, disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) in accordance with Rule 13a-15 under the Exchange Act in all material respects. Neither the Company nor, to the Company’s Knowledge, the Company’s independent registered public accounting firm, has identified or been made aware of “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls over and procedures relating to financial reporting which would reasonably be expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated.

Section 3.06 Absence of Certain Changes. Since January 1, 2020, through the date of this Agreement, there has not been any Material Adverse Effect (other than, for the avoidance of doubt, as a result of the impact of developments relating to COVID-19).

Section 3.07 Legal Proceedings. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, as of the date of this Agreement, there is no (a) pending or, to the Knowledge of the Company, threatened legal, regulatory or administrative proceeding, suit, investigation, arbitration or action (an “Action”) against the Company or any of its Subsidiaries or (b) outstanding order, judgment, injunction, ruling, writ or decree of any Governmental Authority (“Judgments”) imposed upon the Company or any of its Subsidiaries, in each case, by or before any Governmental Authority.

Section 3.08 Compliance with Laws; Permits; OFAC; Sanctions; FCPA. (a) The Company and each of its Subsidiaries are and since January 1, 2015 have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material

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Adverse Effect. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) (i) None of the Company or its Subsidiaries, or any director, officer or employee, or, to the Company’s Knowledge, any other person acting on behalf of the Company or of any of its Subsidiaries, has taken or will take any action in furtherance of an offer, payment, gift, promise to pay, or authorization or approval of the payment, giving or receipt of money, property or anything else of value, directly or indirectly, to any government official (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) (“Government Official”) in order to influence official action, or to any other person, in violation of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act or any other applicable anti-bribery or anti-corruption law (collectively, the “Anti-Corruption Laws”); (ii) the Company and its Subsidiaries have conducted their businesses in compliance with all Anti-Corruption Laws and have instituted and maintain policies and procedures specifically and reasonably designed to promote and achieve compliance with all Anti-Corruption Laws and with the representations and warranties contained herein; (iii) neither the Company nor its Subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, gift, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any Anti-Corruption Law; and (iv) to the Company’s Knowledge, there are no allegations, investigations, actions, suits or proceedings with regard to a potential violation of any Anti-Corruption Law by the Company, its Subsidiaries or any director, officer or employee or other person acting on behalf of the Company or its Subsidiaries.

(c) The operations of the Company and its Subsidiaries are and have been conducted at all times since the January 1, 2015 in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the Knowledge of the Company, threatened.

(d) (i) None of the Company, any of its Subsidiaries, or any director, officer, or, to the Company’s Knowledge, any employee of the Company or any of its subsidiaries, is, or is owned or controlled by, one or more Persons that are:

(A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), or

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(B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

(ii) The Company will not, directly or indirectly, use the net proceeds of the Transactions, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

(A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions to the extent such activities or business would be prohibited by Sanctions if conducted by a corporation incorporated in the United States; or

(B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Transactions, whether as broker, dealer, advisor, investor or otherwise).

(iii) Since the January 1, 2015, the Company and its Subsidiaries have not Knowingly engaged in, are not now Knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, to the extent prohibited by applicable law.

Section 3.09 Tax Matters. The Company and each of its Subsidiaries have prepared (or caused to be prepared) and timely filed (taking into account valid extensions of time within which to file) all material Tax Returns required to be filed by any of them, and all such filed Tax Returns (taking into account all amendments thereto) are true, complete and correct in all material respects, and all material Taxes (whether or not shown on any Tax Return) for which the Company and each of its Subsidiaries are liable have been timely paid except for Taxes that are being contested in good faith by appropriate proceedings or for which adequate reserves have been established in accordance with GAAP. No examination, claim, action, suit, investigation or audit by any Governmental Authority is currently in progress or threatened in writing against or with respect to the Company or any of its Subsidiaries in respect of any material Tax or assessment other than any examination, claim, action, suit, investigation or audit presenting issues for which adequate reserves have been established in accordance with GAAP. Within the past six (6) years, neither the Company nor any of its Subsidiaries has engaged in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar provision of state, local or non-U.S. Law).

Section 3.10 Environmental Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) the Company and each of its Subsidiaries have complied since the Lookback Date with and is in compliance with all applicable Laws relating to pollution or the protection of the environment or natural resources (“Environmental Laws”), and the Company has not received any written notice since the Lookback Date alleging that the Company is in violation of or has liability under any Environmental Law, (b) the Company and its Subsidiaries possess and have complied since the Lookback Date with and are in compliance with all Permits required under Environmental Laws for the operation of their respective businesses.

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Section 3.11 No Rights Agreement; Anti-Takeover Provisions. The Company is not party to a shareholder rights agreement, “poison pill” or similar anti-takeover agreement or plan.

Section 3.12 Brokers and Other Advisors. Except for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC andCitigroup Global Markets Inc., the fees and expenses of which will be paid by the Company, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of the Company or any of its Subsidiaries.

Section 3.13 Sale of Securities. Assuming the accuracy of the representations and warranties set forth in Section 4.08, the sale of the Securities pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities Act and the rules and regulations thereunder. Without limiting the foregoing, neither the Company nor, to the Knowledge of the Company, any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of Securities, and neither the Company nor, to the Knowledge of the Company, any Person acting on its behalf has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Securities under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or step that would cause the offering or issuance of Securities under this Agreement to be integrated with other offerings by the Company.

Section 3.14 Listing and Maintenance Requirements. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and listed on the NYSE, and the Company has taken no action designed to, or which, to the Knowledge of the Company, is reasonably likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act or delisting the Common Shares from the NYSE, nor has the Company received as of the date of this Agreement any notification that the SEC or the NYSE is contemplating terminating such registration or listing.

Section 3.15 Status of Securities. As of the Closing, the Securities acquired pursuant to this Agreement and the Common Shares issuable upon exercise of the Warrants will be, when issued, duly authorized by all necessary corporate action on the part of the Company, validly issued, fully paid and nonassessable and issued in compliance with the Amended and Restated Memorandum and Articles and all applicable laws and will not be subject to preemptive rights of any other Person, and will be free and clear of all encumbrances and Liens, except restrictions imposed by the Securities Act, Section 5.07 and any applicable securities Laws.

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Section 3.16 Indebtedness. Other than the Credit Facility, the Company is not party to any material Contract, and is not subject to any provision in the Amended and Restated Memorandum and Articles or resolutions of the Board that, in each case, by its terms prohibits or prevents the Company from paying dividends in form and the amounts contemplated by the Amended and Restated Memorandum and Articles or from redeeming the Company’s Preferred Shares in the manner and at the times contemplated by the Amended and Restated Memorandum and Articles.

Section 3.17 Intellectual Property; Security. (a) (i) The Company and its Subsidiaries own, possess or have the right to use, or, with respect to the conduct of their respective businesses as currently proposed to be conducted only, can acquire on commercially reasonable terms, adequate rights to use all inventions, patents, trademarks, service marks, trade names, domain names, copyrights, licenses, technology, know-how, trade secrets and all other intellectual property, industrial property and proprietary rights, and proprietary or confidential information, systems or procedures (including all registrations and applications by the Company and its Subsidiaries for registration of any of the foregoing) (collectively, “Intellectual Property”) necessary or material to the conduct of their respective businesses as currently conducted by them except where the failure to own, possess or acquire any of the foregoing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (ii) to the Company’s Knowledge, the conduct of the respective businesses of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of others in any material respect; (iii) except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, there is no pending or, to the Company’s Knowledge, threatened in writing action, suit, proceeding, notice, or claim (A) challenging the Company’s or any Subsidiary of the Company’s rights in or to, or alleging the violation by the Company or any Subsidiary of any of the terms of, any of their Intellectual Property; (B) alleging that the Company or any of its Subsidiaries has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property of any third party; or (C) challenging the validity, scope or enforceability of any Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries; (iv) all material Intellectual Property owned by the Company or its subsidiaries is owned solely by the Company or its Subsidiaries, and is owned free and clear of all options, licenses, liens, encumbrances, and defects (except for non-exclusive licenses granted to the Company’s end customers in the Company’s standard website terms of services); and (v) to the Knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by or exclusively licensed to the Company or any of its Subsidiaries in any material respect.

(b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (1) the Company and its Subsidiaries have used all software (including source code) and other materials that are distributed under a “free,” “open source,” or similar licensing model or under a license which, by its terms, (A) does not prohibit licensees of such software from licensing or otherwise distributing such software in source code form, (B) does not prohibit licensees of such software from making modifications thereof, and (C) does not require a royalty or other payment for the licensing or other distribution, or the modification, of such software (other than a reasonable charge to compensate the provider for the cost of providing a copy thereof), including any software governed under the Apache License, GNU General Public License, GNU Lesser General Public License, GNU Affero General Public License, New BSD License, MIT License, Common Public License and other licenses approved as Open Source licenses under the Open Source Definition of the Open Source Initiative (“Open Source

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Materials”), in compliance in all material respects with all license terms applicable to such Open Source Materials, and (2) none of the Company’s proprietary internally-developed software or other internally-developed technology (such software and technology, “Company Proprietary Tools”), incorporates any Open Source Material in a manner that requires or has required (i) the Company or any of its Subsidiaries to permit reverse engineering of any Company Proprietary Tools of the Company or any of its Subsidiaries or (ii) any Company Proprietary Tools of the Company or any of its Subsidiaries to be (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributed at no charge or minimal charge.

(c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the information technology systems, equipment and software owned by the Company or any of its Subsidiaries in their respective businesses (the “IT Assets”) (A) operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Company’s and its subsidiaries’ respective businesses as currently conducted, (B) have not materially malfunctioned or failed since the Lookback Date and (C) to the Company’s Knowledge are free of any viruses, “back doors,” “Trojan horses,” “time bombs, “worms,” “drop dead devices” or other software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Company or any of its Subsidiaries; (ii) the Company and its Subsidiaries have implemented commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; and (iii) to the Company’s Knowledge, since the Lookback Date no person has gained unauthorized access to any IT Asset and there has been no material security breach or attack.

(d) Since the Lookback Date, the Company and its Subsidiaries (A) have operated their respective businesses in a manner compliant in all material respects with all privacy, data security and data protection laws and regulations, and third-party obligations (imposed by applicable law, contract or otherwise) applicable to the Company’s and its Subsidiaries’ receipt, collection, handling, processing, sharing, transfer, usage, protection, disclosure, disposal, or storage of Personal and Device Data (“Privacy Commitments”), where “Personal and Device Data” means all user data and all other information, including personally identifiable information, financial data, IP addresses, mobile device identifiers and website usage activity, (B) have implemented, maintain and are in compliance with policies and procedures reasonably designed to protect the privacy, integrity, security and confidentiality of all Personal and Device Data handled, processed, collected, shared, transferred, used, disclosed, disposed, and/or stored by the Company or its subsidiaries in connection with the Company’s and its Subsidiaries’ operation of their respective businesses, (C) have required and do require, in all material respects, all third parties to which they provide any Personal and Device Data to maintain the privacy and security of the same, (D) have not experienced any material security incident that has compromised the privacy and/or security of any Personal and Device Data, and (E) there is no pending or, to the Company’s Knowledge, threatened in writing action, suit, proceeding, notice or claim challenging the Company’s or any Subsidiary of the Company’s rights in or to Personal and Device Data, or alleging the material violation by the Company or any Subsidiary of any Privacy Commitments.

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Section 3.18 Labor.

No material labor dispute with the employees of the Company or any of its Subsidiaries exists, or, to the Knowledge of the Company, is imminent. There are no material unfair labor practice complaints pending, or to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries before any Governmental Authority, and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that would not reasonable be expected to have Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of the Company and its Subsidiaries complies with all Laws relating to employment and employment practices (including without limitation, terms and conditions of employment, termination of employment, mandatory severance benefits, pension programs, social insurance programs, employee health and safety, equal employment, employment of veterans and the handicapped, and prohibition of discrimination) in all material aspects. There is no material claim with respect to payment of wages, salary, overtime pay, withholding individual income taxes, social security fund or housing fund that has been asserted and is now pending or, to the Knowledge of the Company, threatened before any Governmental Authority with respect to any persons currently or formerly employed by the Company or any of its Subsidiaries.

Section 3.19 Transactions with Affiliates and Employees.

All related party transactions required to be disclosed under applicable rules of the NYSE or the applicable securities law have been accurately described in the Company SEC Documents in all material respects. Any such related party transaction was entered into on terms and conditions no less favorable to the Company or its applicable Subsidiary than those applicable in comparable transactions between independent parties acting at arm’s length.

Section 3.20 No Other Representations or Warranties. Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person acting on its behalf makes any other express or implied representation or warranty with respect to the Securities, the Common Shares, the Company or any of its Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to the Purchaser or any of their Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing, and the Purchaser acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person makes or has made any express or implied representation or warranty to the Purchaser or any of its Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their respective businesses or (b) any oral or written information presented to the Purchaser or any of its Representatives in the course of its due diligence investigation of the Company, the negotiation of this Agreement or the course of the Transactions or any other transactions or potential transactions involving the Company and the Purchaser.

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Section 3.21 No Other Purchaser Representations or Warranties. Except for the representations and warranties expressly set forth in Article IV, the Company hereby acknowledges that no Purchaser nor any other Person (a) has made or is making any other express or implied representation or warranty with respect to Purchaser or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to the Company or any of its Representatives or any information developed by the Company or any of its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article IV, will have or be subject to any liability or indemnification obligation to the Company resulting from the delivery, dissemination or any other distribution to the Company or any of its Representatives, or the use by the Company or any of its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to the Company or any of its Representatives, including in due diligence materials, in anticipation or contemplation of any of the Transactions or any other transactions or potential transactions involving the Company and the Purchaser. The Company, on behalf of itself and on behalf of its respective Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to Fraud in connection with the representations and warranties expressly set forth in Article IV.

Section 3.22 British Virgin Islands specific Representations and Warranties. The Company is not insolvent within the meaning of Section 8 of the British Virgin Islands Insolvency Act 2003 and (to the best of the Company’s knowledge and belief) no steps have been taken, or resolutions passed, to appoint a liquidator of the Company or a receiver in respect of the Company or any of its assets. The Company has never carried on any financial services business (as defined in the British Virgin Islands Financial Services Commission Act 2001) and does not (and nor does any of its subsidiaries) have an interest in any land located in the British Virgin Islands or shares, debt obligations or other securities of any body corporate which has an interest in any land located in the British Virgin Islands.

ARTICLE IV

Representations and Warranties of the Purchaser

Purchaser represents and warrants to the Company, as of the date hereof and as of the Closing Date (except to the extent made only as of a specified date or period, in which case such representation and warranty is made as of such date or period):

Section 4.01 Organization; Standing. Purchaser is the type of entity set forth on the signature pages hereto, duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation, as applicable, and is a U.S. Person, and Purchaser has all requisite power and authority necessary to carry on its business as it is now being conducted and is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

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Section 4.02 Authority; Noncontravention. Purchaser has all necessary power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Purchaser of this Agreement and the other Transaction Documents and the consummation by Purchaser of the Transactions have been duly authorized and approved by all necessary action on the part of Purchaser, and no further action, approval or authorization by any of its shareholders, partners, members or other equity owners, as the case may be, is necessary to authorize the execution, delivery and performance by Purchaser of this Agreement and the other Transaction Documents and the consummation by Purchaser of the Transactions. This Agreement has been and at the Closing, the other Transaction Documents will be, duly executed and delivered by Purchaser and, assuming due authorization, execution and delivery hereof or thereof, as applicable, by the Company, constitutes (or in the case of the other Transaction Documents, at the Closing will constitute) a legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement or the other Transaction Documents by the Purchaser, nor the consummation of the Transactions by the Purchaser, nor performance or compliance by the Purchaser with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of the certificate or articles of incorporation, bylaws or other comparable charter or organizational documents of Purchaser or (ii) violate any Law or Judgment applicable to Purchaser or any of its Subsidiaries or violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would violate or constitute a default) under any of the terms, conditions or provisions of any Contract to which Purchaser or any of its Subsidiaries is a party or accelerate Purchaser’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

Section 4.03 Governmental Approvals. Except for the filing by the Company of the Amended and Restated Memorandum and Articles with the Registrar of Corporate Affairs of the British Virgin Islands, no consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority is necessary for the execution and delivery of this Agreement and the other Transaction Documents by Purchaser, the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the Transactions, other than such other consents, approvals, filings, licenses, permits, authorizations, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

Section 4.04 Financing. On the Closing Date the Purchaser will have at the Closing all immediately available funds necessary to consummate the Purchase and pay the Purchase Price for the Securities to be acquired hereunder on the terms and conditions contemplated by this Agreement, and to pay any fees and expenses of or payable by the Purchaser, as and when expressly contemplated by this Agreement, and to pay or otherwise perform all obligations of the Purchaser under the other Transaction Documents. The Purchaser is a party to and has accepted a fully executed commitment letter, dated as of the date hereof (the “Equity Commitment Letter”), from a certain Person (the “Equity Investor”) pursuant to which the Equity Investor has agreed, subject to the terms and conditions thereof, to invest in the Purchaser the amounts set forth therein. The Equity Commitment Letter provides that the Company is a third-party beneficiary thereof, in accordance with and subject to the terms and conditions set forth therein, and is entitled to enforce such agreement. The equity financing committed pursuant to the Equity Commitment Letter is

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referred to in this Agreement as the “Equity Financing”. The Purchaser has delivered to the Company a true, complete and correct copy of the executed Equity Commitment Letter. Except as expressly set forth in the Equity Commitment Letter, there are no conditions precedent to the obligations of the Equity Investor to provide the Equity Financing or any contingencies that would permit the Equity Investor to reduce the total amount of the Equity Financing. The Equity Commitment Letter constitutes the legal, valid binding and enforceable obligations of the Purchaser and all the other parties thereto and is in full force and effect. As of the date of this Agreement, the Equity Commitment Letter has not been modified, amended or altered, no such amendment, modification, or alteration is contemplated and none of the commitments under the Equity Commitment Letter have been terminated, reduced, withdrawn or rescinded in any respect. The Equity Commitment Letter will not be amended, modified or altered at any time through the Closing.

Section 4.05 Ownership of Company Shares. None of the Purchaser nor any of its Affiliates owns any capital stock or other equity or equity-linked securities of the Company.

Section 4.06 Brokers and Other Advisors. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of the Purchaser or any of its Affiliates, except for Persons, if any, whose fees and expenses will be paid by the Purchaser.

Section 4.07 Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Purchaser and its Representatives, Purchaser and its Representatives have received and may continue to receive from the Company and its Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information containing such information, regarding the Company and its Subsidiaries and their respective businesses and operations. Purchaser hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Purchaser is familiar, that Purchaser is making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to Purchaser (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that except for Fraud in connection with the representations and warranties expressly set forth in Article III, Purchaser will have no claim against the Company or any of its Subsidiaries, or any of their respective Representatives, with respect thereto.

Section 4.08 Purchase for Investment. Purchaser acknowledges that the Securities and the Common Shares issuable upon the exercise of the Warrants have not been registered under the Securities Act or under any state or other applicable securities laws. Purchaser (a) acknowledges that it is acquiring the Securities and the Common Shares issuable upon the exercise of the Warrants pursuant to an exemption from registration under the Securities Act solely for investment with no intention to distribute any of the foregoing to any Person, (b) will not sell, transfer, or otherwise dispose of any of the Securities or the Common Shares issuable upon the exercise of the Warrants, except in compliance with this Agreement and the registration requirements or

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exemption provisions of the Securities Act and any other applicable securities Laws, (c) is a sophisticated institutional investor with extensive knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Securities and the Common Shares issuable upon the exercise of the Warrants and of making an informed investment decision, (d) is an “accredited investor” (as that term is defined by Rule 501 of the Securities Act), and (e) (1) has been furnished with or has had full access to all the information that it considers necessary or appropriate to make an informed investment decision with respect to the Securities and the Common Shares issuable upon the exercise of the Warrants, (2) has had an opportunity to discuss with the Company and its Representatives the intended business and financial affairs of the Company and to obtain information necessary to verify any information furnished to it or to which it had access and (3) can bear the economic risk of (i) an investment in the Securities and the Common Shares issuable upon the exercise of the Warrants indefinitely and (ii) a total loss in respect of such investment. Purchaser has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of, and form an investment decision with respect to its investment in, the Securities and the Common Shares issuable upon the exercise of the Warrants, and to protect its own interest in connection with such investment.

Section 4.09 No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article III, the Purchaser hereby acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person (including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and Citigroup Global Markets Inc.), (a) has made or is making any other express or implied representation or warranty with respect to the Securities, the Common Shares of the Company, the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to the Purchaser or any of its Representatives or any information developed by the Purchaser or any of its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article III, will have or be subject to any liability or indemnification obligation to the Purchaser resulting from the delivery, dissemination or any other distribution to the Purchaser or any of its Representatives, or the use by the Purchaser or any of its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to the Purchaser or any of its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Transactions or any other transactions or potential transactions involving the Company and the Purchaser. The Purchaser, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to Fraud in connection with the representations and warranties expressly set forth in Article III. The Purchaser hereby acknowledges (for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and its own in-depth analysis of the merits and risks of the Transactions in making its investment decision and, in making its determination to proceed with the Transactions, the Purchaser and its Affiliates and Representatives have relied on the results of their own independent investigation and analysis.

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Section 4.10 No Other Purchaser Representations or Warranties. Except for the representations and warranties expressly set forth in Article IV, neither the Purchaser nor any other Person on its behalf has made or is making any other express or implied representation or warranty.

ARTICLE V

Additional Agreements

Section 5.01 Corporate Actions.

(a) At any time that Warrants remain outstanding, the Company shall, if applicable, from time to time take all lawful action within its control to (i) cause the authorized shares of the Company to include a sufficient number of authorized but unissued Common Shares to satisfy the exercise requirements of the Warrants then outstanding and (ii) issue the Warrant Shares in accordance with the terms of the Warrants.

(b) Prior to the Closing, the Company shall file with the Registrar of Corporate Affairs of the British Virgin Islands the Amended and Restated Memorandum and Articles and attend to those actions noted in Section 2.02(c)(ii)(i) of this Agreement.

(c) The Company shall use commercially reasonable efforts to continue to duly and validly rely on the exemption for foreign private issuers from applicable rules and regulations of the NYSE with respect to corporate governance to rely on “home country practice” in connection with the transactions contemplated hereunder (including an exemption from any NYSE rules that would otherwise require seeking shareholder approval in respect of such transactions), including without limitation, to the extent necessary, making disclosures, notices and filings to or with the SEC and NYSE and obtaining an adequate opinion of counsel in respect of the home country practice exemption. The Company will use commercially reasonable efforts to continue the listing and trading of its Common Shares on the NYSE and, in accordance, therewith, will use commercially reasonable efforts to comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of such market or exchange, as applicable. Notwithstanding the foregoing, nothing in this Section 5.01(c) shall restrict or preclude the Company from entering into a business combination or similar transaction in accordance with the terms of the Preferred Shares.

Section 5.02 Public Disclosure. The Purchaser Parties and the Company shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the Transaction Documents, the Transactions or an Additional Financing Transaction, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, Judgment, court process or the rules and regulations of any national securities exchange or national securities quotation system. The Purchaser and the Company agree that the initial press release to be issued with respect to the Transactions following execution of this Agreement shall be in the form mutually agreed by the parties (the “Announcement”).

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Section 5.03 Confidentiality. The Purchaser will, and will cause its Affiliates and their respective Representatives to, keep confidential any information (including oral, written and electronic information) concerning the Company, its Subsidiaries or its Affiliates that may be furnished to the Purchaser, its Affiliates or its or their respective Representatives by or on behalf of the Company or any of its Representatives pursuant to (x) this Agreement, including any such information provided pursuant to Section 5.12, or (y) pursuant to the non-disclosure agreement dated May 5, 2020 by and between ▇▇▇▇▇▇▇▇▇ Latin America Management Co. and the Company (the “Confidentiality Agreement”) (the information referred to in clauses (x) and (y), collectively referred to as the “Confidential Information”) and to use the Confidential Information solely for the purposes of monitoring, administering or managing the Purchaser Parties’ investment in the Company made pursuant to this Agreement (a “Permitted Purpose”); provided that the Confidential Information shall not include information that (i) was or becomes available to the public other than as a result of a disclosure by the Purchaser, any of its Affiliates or any of their respective Representatives in violation of this Section 5.03, (ii) was or becomes available to the Purchaser, any of its Affiliates or any of their respective Representatives on a non-confidential basis from a source other than the Company or its Representatives; provided that such source was not, to the Purchaser’s knowledge after due inquiry, subject to any legally binding obligation (whether by agreement or otherwise) to keep such information confidential, (iii) at the time of disclosure is already in the possession of the Purchaser, any of its Affiliates or any of their respective Representatives, provided that such information is not, to the Purchaser’s knowledge after due inquiry, subject to any legally binding obligation (whether by agreement or otherwise) to keep such information confidential, or (iv) is independently developed by the Purchaser, any of its Affiliates or any of their respective Representatives without reference to, incorporation of, reliance on or other use of any Confidential Information. Purchaser agrees, on behalf of itself and its Affiliates and its and their respective Representatives, that Confidential Information may be disclosed solely (i) to Purchaser’s Affiliates and Permitted Transferees and its and their respective Representatives to the extent required for a Permitted Purpose, and in any event shall not be shared with any such Representative who, to the knowledge of the Purchaser, has an employment, director, officer, operating partner or similar relationship with a Competitor, (ii) to its shareholders, limited partners, members or other owners, as the case may be, regarding the general status of its investment in the Company (without disclosing specific confidential information), and (iii) in the event that Purchaser, any of its Affiliates or any of its or their respective Representatives are requested or required by applicable Law, Judgment, stock exchange rule or other applicable judicial or governmental process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, in each of which instances Purchaser, its Affiliates and its and their respective Representatives, as the case may be, shall, to the extent legally permitted, provide notice to the Company promptly so that the Company will have a reasonable opportunity to timely seek to limit, condition or quash such disclosure (in which case Purchaser shall use reasonable efforts to assist the Company in this respect). The obligations of this Section 5.03 shall remain in full force and effect until the later of (1) two (2) years from the Closing Date and (2) the Purchaser Parties no longer satisfying the 50% Beneficial Ownership Requirement.

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Section 5.04 NYSE Listing of Shares. The Company shall promptly apply to cause the aggregate number of Warrant Shares to be approved for listing on the NYSE. From time to time following the Closing Date, the Company shall cause the number of Warrant Shares then issuable upon exercise of the then outstanding Warrants to be approved for listing on the NYSE, or such other primary exchange as to which the Common Shares are then admitted for trading.

Section 5.05 Registration Rights Agreement. On the Closing Date, the Company and the Purchaser shall enter into the Registration Rights Agreement.

Section 5.06 Standstill. The Purchaser agrees that during the Standstill Period, without the prior written approval of the Board, the Purchaser will not, directly or indirectly, and will cause its Affiliates not to:

(a) acquire, offer or seek to acquire equity securities or rights to acquire any equity securities of the Company or any of its Subsidiaries, any securities convertible into or exchangeable for any such equity securities, or any options or other derivative securities or contracts or instruments in any way related to the price of the Common Shares or any assets or property of the Company or any of its Subsidiaries;

(b) make or participate in any “solicitation” of “proxies” (whether or not relating to the election or removal of directors), as such terms are used in the rules of the SEC, with respect to any voting securities of the Company;

(c) make any public announcement with respect to any offer or interest in, any merger, consolidation, business combination, tender or exchange offer for the Company’s equity securities, recapitalization, reorganization or purchase of any material assets of the Company or its Subsidiaries or any other extraordinary transaction involving the Company or any Subsidiary of the Company or any of their respective equity securities, or enter into any arrangements, understandings or agreements (whether written or oral) with any third party regarding any of the foregoing;

(d) otherwise act, alone or in concert with others, to control or seek to control or influence management or the Board (other than the Purchaser Director acting in his or her capacity as a member of the Board or voting at a meeting of the Company’s shareholders);

(e) disclose any intention, plan or arrangement inconsistent with any of the foregoing;

(f) advise, assist, knowingly encourage or direct any Person to do, or to advise, assist, encourage or direct any other Person to do, any of the foregoing;

(g) enter into any agreements or understandings with any third party (including security holders of the Company, but excluding, for the avoidance of doubt, the Purchaser Parties) with respect to any of the foregoing,; or

(h) contest the validity of any of the provisions of this Section 5.06;

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provided, that nothing in this Section 5.06 will limit (1) any private proposals made to the Chief Executive Officer of the Company or the Chairman of the Board (so long as the manner or content of any such communication would not reasonably be expected to require any public disclosure by any Person) or (2) any actions taken by the Purchaser Director, or the ability of the Purchaser Director to vote or otherwise exercise his or her legal duties, in each case in his or her capacity as a member of the Board. Notwithstanding the foregoing, this Section 5.06 shall not prevent or impair the ability of the Purchaser or any of its Affiliates to (x) exercise any of its rights set forth in Section 5.12 or pursuant to the terms of the Preferred Shares or the Warrants, (y) acquire, offer or seek to acquire, equity securities of the Company (or rights to acquire any equity securities of the Company or any of its Subsidiaries, any securities convertible into or exchangeable for any such equity securities, or any options or other derivative securities or contracts or instruments in any way related to the price of the Common Shares or any assets or property of the Company or any of its Subsidiaries) that would result in the Purchaser beneficially owning Common Shares (on a fully as converted, as exercised basis) representing up to 19.99% of the outstanding Common Shares (taking into account, on a fully as exercised basis, any Common Shares underlying the Warrants).

Section 5.07 Transfer Restrictions. (a) Except as otherwise permitted in Section 5.07(b), until the second anniversary of the Closing Date, the Purchaser will not, without prior written consent of the Board, (i) Transfer any Preferred Shares, Warrants or any Warrant Shares or (ii) make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a short sale of or the purpose of which is to offset the loss that results from a decline in the market price of, any shares of Preferred Shares, Warrants or any Common Shares, or otherwise establish or increase, directly or indirectly, a put equivalent position, as defined in Rule 16a-1(h) under the Exchange Act, with respect to any of the Preferred Shares, the Warrants or the Common Shares.

(b) Notwithstanding Section 5.07(a), the Purchaser Parties shall be permitted to Transfer any portion or all of their Preferred Shares, Warrants or Warrant Shares, at any time (unless otherwise indicated herein), under the following circumstances:

(i) Transfers to any Permitted Transferees of the Purchaser or a Purchaser Party, but only (1) if the transferee agrees in writing prior to such Transfer for the express benefit of the Company (in form and substance reasonably satisfactory to the Company and with a copy thereof to be furnished to the Company) to be bound by the terms of this Agreement and (2) if the transferee and the transferor agree in writing prior to such Transfer for the express benefit of the Company (in form and substance reasonably satisfactory to the Company and with a copy thereof to be furnished to the Company) that the transferee shall Transfer the Preferred Shares, Warrants and/or Warrant Shares so Transferred back to the transferor or another Permitted Transferee at or before such time as the transferee ceases to be a Permitted Transferee of the transferor.

(ii) Transfers pursuant to a merger, consolidation or other business combination, acquisition of assets or similar transaction or any change of control transaction involving the Company or any of its Subsidiaries that, in each case, have been approved by the Board;

(iii) Transfers pursuant to a tender offer or exchange offer for equity securities of the Company made by a Person who is not a Purchaser Party or any of their Affiliates that have been approved by the Board, subject to such conditions as the Board determines; and

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(iv) Transfers to the Company or any of its Subsidiaries.

(c) Notwithstanding Sections 5.07(a) and (b), the Purchaser Parties will not at any time, directly or indirectly (without the prior written consent of the Board) Transfer any Preferred Shares, Warrants or Warrant Shares to any Person that is (1) a Competitor, or (2) a Supplier; provided, that the foregoing clauses (1) and (2) of this Section 5.07(c) shall not restrict (i) any Transfer effected through a registered offering, or (ii) any Transfer to a broker-dealer or market maker on a securities exchange, so long as the Purchaser has no knowledge that a Supplier or Competitor is the buyer in such sale.

(d) Any attempted Transfer in violation of this Section 5.07 shall be null and void ab initio.

Section 5.08 Legend. (a) All certificates or other instruments representing the Preferred Shares, Warrants or Warrant Shares will bear a legend substantially to the following effect:

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH IN AN INVESTMENT AGREEMENT, DATED AS OF AUGUST 20, 2020, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE ISSUER.

(b) Upon request of the applicable Purchaser Party and, if requested by the Company, receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act and applicable state securities laws, the Company shall promptly cause the first paragraph of the legend to be removed from any certificate or other instrument for any Preferred Shares, Warrant or Common Shares to be Transferred in accordance with the terms of this Agreement and the second paragraph of the legend shall be removed upon the expiration of such transfer and other restrictions set forth in this Agreement.

Section 5.09 Director Rights. The Purchaser shall have the right to appoint a director and observer to the Board as set out in the provisions of the Amended and Restated Memorandum and Articles.

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Section 5.10 Voting. From and after the Closing and until the Fall-Away of Purchaser Board Rights:

(a) At each meeting of the shareholders of the Company involving the election of directors following the execution of this Agreement and at every postponement or adjournment thereof, the Purchaser shall, and shall cause the Purchaser Parties to, take such action as may be required so that all of the voting equity securities of the Company beneficially owned, directly or indirectly, by the Purchaser Parties and entitled to vote at such meeting of shareholders are voted (i) in favor of each director nominated or recommended by the Board for election. at any such meeting, (ii) against any shareholder nominations for director which are not approved the Board for election, and (iii) in accordance with the recommendation of the Board with respect to any proposed Liquidation Event (as defined in the Investors’ Rights Agreement) that constitutes a Change of Control.

(b) The Purchaser shall, and shall (to the extent necessary to comply with this Section 5.10) cause the Purchaser Parties to, be present, in person or by proxy, at all meetings of the shareholders of the Company so that all voting equity of the Company beneficially owned by the Purchaser or the Purchaser Parties may be counted for the purposes of determining the presence of a quorum and voted in accordance with Section 5.10(a) at such meetings (including at any adjournments or postponements thereof).

Section 5.11 Tax Matters. (a) The Company and its paying agent shall be entitled to deduct and withhold Taxes on all payments and distributions (or deemed distributions) with respect to the Preferred Shares, the Warrants (or upon the exercise thereof) or the Common Shares issued upon any exercise of Warrants, in each case, to the extent required by applicable Law. To the extent that any amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made. In the event the Company previously remitted any amounts to a Governmental Authority on account of Taxes required to be deducted or withheld in respect of any payment or distribution (or deemed distribution) with respect to the Preferred Shares or a Warrant (or upon the exercise thereof), the Company shall be entitled (i) to offset any such amounts against any amounts otherwise payable in respect of such Preferred Shares or such Warrant (or any Warrant Shares otherwise required to be issued upon the exercise of such Warrant or any amount otherwise payable in respect of a Warrant Share received upon its exercise) or any other amounts otherwise payable by the Company to the relevant holder or (ii) to require the Person in respect of whom such deduction or withholding was made to reimburse the Company for such amounts (and such Person shall promptly so reimburse the Company upon demand). The Company shall use commercially reasonable efforts to promptly provide the Purchaser with prior written notice of any amounts that the Company (or its paying agent, as applicable) intends to deduct or withhold from any payment or distribution (or deemed distributions) with respect to the Preferred Shares or a Warrant (or upon the exercise thereof) reasonably in advance of the payment or distribution (or deemed distributions) thereof.

(b) Notwithstanding anything herein to the contrary, prior to the date of any payment, distribution or deemed distribution or exercise described in Section 5.11(a), the Purchaser shall have delivered to the Company or its paying agent (including pursuant to Section 2.02(b)(ii)) a duly executed, valid (as of the time of the applicable payment, distribution or deemed distribution or exercise), accurate and properly completed IRS Form W-9, certifying that the Purchaser is a U.S. Person, or applicable IRS Form W-8, evidencing that the Purchaser is eligible for a 0% rate of withholding with respect to U.S.-source dividends under Section 892 of the Code or applicable treaty. The Company shall cooperate in good faith with the Purchaser to minimize or eliminate any withholding or deduction described in Section 5.11(a) on any payments, distributions or deemed distributions with respect to Preferred Shares or Warrants

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beneficially owned by the Purchaser, including by giving the Purchaser an opportunity to provide additional information or to apply for an exemption from, or a reduced rate of, withholding. Without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, neither the Purchaser nor any Permitted Transferee shall Transfer any Preferred Shares prior to the fifth anniversary of the Closing Date or any Warrant, in each case, to any Person who has not (i) delivered to the Company a duly executed, valid, accurate and properly completed IRS Form W-9, certifying that such Person is a U.S. Person, or applicable IRS Form W-8, evidencing that such Person is eligible for a 0% rate of withholding with respect to U.S.-source dividends under Section 892 of the Code or applicable treaty or (ii) made arrangements reasonably satisfactory to the Company to ensure that the Company will not bear unreimbursed withholding tax liability with respect to the Preferred Shares or Warrant as a result of such Transfer.

(c) The Purchaser and the Company agree that the Company shall not treat as a dividend for U.S. federal income tax purposes any amount in respect of the Preferred Shares owned by a Purchaser Party on account of the accrual of dividends at the Dividend Rate (as defined in Schedule 1 of the Amended and Restated Memorandum and Articles), unless and until such dividends are declared and paid in cash, and shall not file any Tax Return inconsistent with such treatment unless otherwise required by a change in Law or by the IRS or another Governmental Authority following an audit or examination. For the avoidance of doubt, nothing herein shall be interpreted as precluding the Company from treating the excess of the initial Liquidation Preference (as defined in Schedule 1 of the Amended and Restated Memorandum and Articles) of a Preferred Share over its allocated Purchase Price as determined pursuant to this Section 5.11(c) as a dividend for U.S. federal income tax purposes, to be taken into account over the five-year period beginning on the Closing Date in accordance with the principles of Section 1272(a) of the Code. Within twenty (20) days of the Closing Date, the Purchaser shall deliver to the Company a schedule setting forth the fair market value of the Warrants, which shall be based on an independent appraisal performed by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, LLC (the “Purchaser’s Proposed Valuation”). If the Company agrees with such proposed valuation, the proposed valuation shall become the final valuation of the Warrants. If the Company does not agree with the Purchaser’s Proposed Valuation, then within twenty (20) days of receipt of the Purchaser’s Proposed Valuation the Company shall determine and deliver to the Purchaser a proposed valuation of the Warrants prepared by Ernst & Young (the “Company’s Proposed Valuation”), which shall use such valuation methodology that would take into account the key characteristics of the Warrants and terms thereunder (taking into consideration, among other factors, discounts for lack of marketability and for blockage and blackout periods) (the “Valuation Methodology”). The Purchaser and the Company agree that the Valuation Methodology shall comply with applicable Tax Law. If the Purchaser and the Company are not able to come to an agreement as to the final valuation of the Warrants within twenty (20) days thereafter, the Purchaser and the Company shall agree in good faith on an independent internationally recognized valuation or financial advisory firm to determine the final valuation of the Warrants, which valuation must be within the range of the Purchaser’s Proposed Valuation and the Company’s Proposed Valuation and not contrary to the Valuation Methodology. The costs of such valuation or financial advisory firm shall be split fifty-fifty (50-50) by the Purchaser on the one hand and the Company on the other hand. Once a final valuation of the Warrants (the “Final Warrant Valuation”) is determined pursuant to the terms of this Section 5.11(c), the Purchase Price shall be allocated among the Preferred Shares and Warrants on the basis of such Final Warrant Valuation. The Purchaser and

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the Company agree to report in a manner consistent with such Final Warrant Valuation solely for Tax purposes (and for the avoidance of doubt, not for GAAP or SEC reporting purposes), and neither the Purchaser nor the Company shall take any position inconsistent with such allocation of the Purchase Price in any Tax Returns or in any judicial or administrative proceeding in respect of Taxes, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of state, local or non-U.S. Law).

(d) The Company shall be solely responsible for, and fully pay, any and all sales, use, value added, goods and services, documentary, stamp, transfer, stock transfer, real property transfer or gains, indirect taxes or other similar taxes, fees or charges, together with any interest, penalties or additions in respect thereof (including any fees, costs and expenses incurred by the Company in complying with this Section 5.11(d)) (“Transfer Tax”) due on (x) the issue of the Preferred Shares and (y) the issue of Warrant Shares pursuant to the exercise of a Warrant. All necessary Tax Returns with respect to any such Transfer Tax shall be prepared and filed by the Company, and the Company shall provide promptly a copy of such Tax Returns to the Purchaser. The Company hereby agrees to indemnify and hold harmless the Purchaser from and against any liability with respect to any such Transfer Tax if payable or paid by the Purchaser to the applicable Governmental Authority. However, the Company shall not be required to pay any Transfer Tax that may be payable in respect of the issue or delivery (or any transfer involved in the issue or delivery) of Preferred Shares or Warrant Shares to a beneficial owner other than the initial beneficial owner of the Preferred Shares or Warrant, and no such issue or delivery shall be made unless and until the person requesting such issue or delivery has paid to the Company the amount of any such Transfer Tax or has established to the satisfaction of the Company that such Transfer Tax has been paid or is not payable.

Section 5.12 Participation. (a) For the purposes of this Section 5.12, “Excluded Issuance” shall mean: (i) the issuance to directors, officers, employees, consultants, service providers or agents of the Company of Common Shares (x) under employee benefit plans, programs or other compensatory arrangements of the Company or (y) upon the exercise of Company Stock Options, the vesting and settlement of Company RSU Awards, and the vesting and/or settlement of other awards granted under any such employee benefit plan, program or arrangement of the Company; (ii) the granting to directors, officers, employees, consultants, service providers or agents of the Company of Company equity awards denominated in Common Shares (x) under employee benefit plans, programs or other compensatory arrangements of the Company or (y) pursuant to the employment inducement exception to the NYSE rules regarding shareholder approval of equity compensation plans; (iii) the issuance of shares of equity securities in connection with any acquisitions, mergers, “business combination” (as defined in the rules and regulations promulgated by the SEC), Liquidation Event (as defined in the Investors’ Rights Agreement) or otherwise in connection with bona fide acquisitions of securities or assets of another Person, business unit, division or business; (iv) the issuance of shares of equity securities to strategic counterparties as part of a commercial arrangement, including in connection with partnerships, joint ventures or similar strategic transactions, but excluding any stand-alone sales of Common Shares or other shares of equity securities to such parties for cash consideration; (v) the issuance of shares of any equity securities pursuant to the conversion, exercise or exchange of Warrants or relating to the Preferred Shares; (vi) the issuance of shares of any equity securities in connection with an Additional Financing Transaction; (vii) the issuance of shares of equity securities pursuant to an option, warrant or right outstanding as of the Closing Date; (viii) the issuance of shares of equity

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securities to a Governmental Authority or designee thereof (in each case, excluding a sovereign wealth fund who regularly makes financial investments) in connection with a financing transaction pursuant to a program developed to address COVID-19 (including the impacts thereof), (ix) the issuance of shares of equity securities in connection with a reclassification, recapitalization, exchange, division, combination or readjustment of shares or any share dividend or share distribution, or similar transaction, in each case in which holders of the same class of securities participate on a pro rata basis; and (x) the issuance of equity securities in connection with the implementation of a shareholder rights or similar plan, or the redemption or repurchase of any rights under such plan.

(b) From and after the Closing Date, until the Purchaser and its Permitted Transferees first cease to beneficially own Warrants and/or Common Shares that were issued upon exercise of Warrants that represent in the aggregate and on an as exercised basis, at least 30% of the number of Common Shares issuable upon exercise of the Warrants as of the Closing Date (appropriately adjusted for any divisions, combinations or similar events), if the Company proposes to issue Common Shares (including any warrants, options or other rights to acquire, or any securities that are exercisable for, exchangeable for or convertible into, Common Shares), other than in an Excluded Issuance, then the Company shall:

(i) give written notice to the Purchaser no less than (A) thirty (30) calendar days, or (B) in the case of a public offering, three (3) Business Days (or, if the Company reasonably expects such public offering to be made in less than three (3) Business Days, such shorter period) prior to the closing of such issuance, setting forth in reasonable detail (to the extent then known) (A) the designation and all of the material terms and provisions of the securities proposed to be issued (the “Proposed Securities”); (B) the expected price and other expected material terms of the proposed sale of such securities; and (C) the amount of such securities proposed to be issued; provided that following the delivery of such notice, the Company shall deliver to the Purchaser any such information the Purchaser may reasonably request in order to evaluate the proposed issuance, except that the Company shall not be required to deliver any information that has not been or will not be provided to the proposed purchasers of the Proposed Securities; and

(ii) offer to issue and sell to the Purchaser Parties, on such terms as the Proposed Securities are issued and upon full payment by the Purchaser Parties, a portion of the Proposed Securities equal to a percentage determined by dividing (A) the number of Common Shares the Purchaser Parties beneficially own (including for the avoidance of doubt, all Common Shares underlying Warrants beneficially owned by the Purchaser Parties) by (B) the fully diluted total number of Common Shares then outstanding, and including the shares described in the immediately foregoing clause (A).

(c) The Purchaser will have the option, on behalf of the applicable Purchaser Parties, exercisable by written notice to the Company, to accept the Company’s offer and irrevocably commit to purchase any or all of the equity securities offered to be sold by the Company to the Purchaser Parties, which notice must be given within (i) thirty (30) calendar days, or (ii) in the case of a public offering, three (3) Business Days (or, if the Company reasonably expects such public offering to be made in less than three (3) Business Days, such shorter period), in each case after receipt of such notice from the Company. If the Company offers two (2) or more

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securities in units to the other participants in the offering, the Purchaser Parties must purchase such units as a whole and will not be given the opportunity to purchase only one (1) of the securities making up such unit. The closing of the exercise of such subscription right shall take place simultaneously with the closing of the sale of the Proposed Securities giving rise to such subscription right. Upon the expiration of the offering period described above, the Company will be free to sell such Proposed Securities that the Purchaser Parties have not elected to purchase.

(d) The election by the Purchaser Party not to exercise its subscription rights under this Section 5.12 in any one instance shall not affect its right as to any subsequent proposed issuance.

(e) In the case of an issuance subject to this Section 5.12 for consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the Fair Market Value thereof.

(f) If between the date hereof and the Closing Date the Company issues shares of Common Stock (including any warrants, options or other rights to acquire, or any securities that are exercisable for, exchangeable for or convertible into, Common Stock), other than in an Excluded Issuance, then the Company shall, as promptly as practicable after the Closing, provide the Purchaser the participation rights in Section 5.12 as if such issuance occurred after the Closing Date. If between the date hereof and the Closing Date any event occurred which would have resulted in an adjustment under Section 6 of the Warrants, then as promptly as practicable after the Closing, the Warrant shall be adjusted as provided in such Section 6 as if such event had occurred after the Purchaser had acquired such Warrants.

Section 5.13 Director and Officer Insurance. The Company shall use its commercially reasonable efforts (for the avoidance of doubt, without significant additional cost or significant changes in the terms and conditions in the coverage) to amend its current director and officer liability policy prior to the Closing Date (i) such that such policy shall be primary insurance with respect to: (a) any private equity liability, venture capital liability, general partner liability or other similar management or professional liability insurance maintained by ▇▇▇▇▇▇▇▇▇ Latin America Management Co. related to the Company and (b) any indemnification which may be owed to an insured person by ▇▇▇▇▇▇▇▇▇ Latin America Management Co. related to the Company; and (ii) add ▇▇▇▇▇▇▇▇▇ Latin America Management Co. as an indemnitee under such policy to the extent that it is named in a lawsuit arising out of the transactions contemplated by the Transaction Documents.

ARTICLE VI

Survival and Termination

Section 6.01 Survival and Limitation on Liability.

All of the covenants or other agreements of the parties contained in this Agreement shall survive until fully performed or fulfilled, unless and to the extent that non-compliance with such covenants or agreements is waived in writing by the party entitled to such performance. The representations and warranties made herein shall survive for 12 months following the Closing

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Date, other than the representations and warranties set forth in (i) Section 3.01(a), Section 3.02(a), Section 3.02(b), Section 3.03(a), Section 3.03(b), Section 3.12, Section 3.13 and Section 3.15 (such representations and warranties contained therein, the “Fundamental Representations”), which shall survive until the expiration of the applicable statute of limitations, and shall then expire and (ii) Section 3.09, which shall survive until the expiration of the applicable statute of limitations plus 90 days, and shall then expire; provided that nothing herein shall relieve any party of liability for any inaccuracy in or breach of such representation or warranty to the extent that any good-faith allegation of such inaccuracy or breach is made in writing prior to such expiration by a Person entitled to make such claim pursuant to the terms and conditions of this Agreement. For the avoidance of doubt, claims may be made with respect to the breach of any representation, warranty or covenant until the applicable survival period therefor as described above expires.

Section 6.02 Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing:

(a) by mutual written consent of the Purchaser and the Company;

(b) by either the Purchaser or the Company if any Governmental Authority of competent jurisdiction shall have issued any order, decree, ruling or injunction permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions and such order, decree, ruling or injunction shall have become final and nonappealable (other than, for the avoidance of doubt, any objections from the NYSE to approve the listing of the Warrant Shares); and

(c) by either the Company or the Purchaser if the Closing shall not have occurred prior to 5:00 p.m., New York City time, on September 30, 2020; provided that (i) the right to terminate this Agreement under this Section shall not be available to any party whose failure to fulfill any of its covenants or agreements under this Agreement has been the principal cause of the failure of the Closing to occur prior to such time and (ii) the right to terminate this Agreement under this Section 6.02 shall not be available to any party during the pendency of a legal proceeding by the other party for specific performance.

Section 6.03 Effects of Termination. In the event of termination of this Agreement by any party as provided in Section 6.02, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party, except for this Section 6.03; provided, that, notwithstanding anything to the contrary herein, (a) no such termination shall relieve any party from liability for any damages resulting from or arising out of Fraud or willful breach of this Agreement prior to such termination and (b) the parties hereto acknowledge and agree that nothing contained herein shall be deemed to affect their right to specific performance in accordance with this Agreement.

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ARTICLE VII

Miscellaneous

Section 7.01 Amendments; Waivers. Subject to compliance with applicable Law, this Agreement may be amended or supplemented in any and all respects only by written agreement of the parties hereto.

Section 7.02 Extension of Time, Waiver, Etc. The Company and the Purchaser may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions. Notwithstanding the foregoing, no failure or delay by the Company or the Purchaser in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Section 7.03 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise, by any of the parties hereto without the prior written consent of the other party hereto; provided that (a) Purchaser or any Purchaser Party may assign its rights, interests and obligations under this Agreement, in whole or in part (including solely the right to purchase the Securities at the Closing in accordance with Section 2.02), to one or more Permitted Transferees, as contemplated in Section 5.07, and (b) in the event of such assignment, the assignee shall agree in writing to be bound by the provisions of this Agreement, including the rights, interests and obligations so assigned; provided that, notwithstanding the foregoing, no such assignment effected prior to the Closing will relieve any Purchaser Party of its obligations hereunder to be performed at or prior to the Closing (but following the Closing, such assignee shall be solely responsible for the assigned obligations, and the assigning Purchaser Party shall have no further responsibilities or liability with respect to such assigned obligations). Subject to the immediately preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors and permitted assigns. For the avoidance of doubt, no Transfer by any Purchaser Party of any Security or Warrant Share to a third party that is not a Purchaser Party shall result in the transfer or assignment of any of the Purchaser Parties’ rights hereunder, including Section 5.12.

Section 7.04 Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or electronic mail), each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto. Counterparts of this Agreement, and any documents delivered pursuant hereto or in connection herewith, may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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Section 7.05 Entire Agreement; No Third-Party Beneficiaries; No Recourse. (a) This Agreement, together with the other Transaction Documents, constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof and thereof.

(b) Except as expressly provided for in Article VI and as expressly provided for in the other Transaction Documents no provision of this Agreement shall confer upon any Person other than the parties hereto and their permitted assigns any rights or remedies hereunder. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser Parties, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from any Non-Recourse Party.

Section 7.06 Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of Laws principles.

(b) All Actions arising out of or relating to this Agreement shall be heard and determined in the U.S. federal and New York state courts in the Borough of Manhattan in New York City and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 7.06 shall not constitute general consents to service of process in the State of New York and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 7.09 of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

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Section 7.07 Specific Enforcement. The parties hereto agree that irreparable damage for which monetary relief, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. Accordingly the parties acknowledge and agree that the parties shall be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof (including, for the avoidance of doubt, the right of the Company to specifically enforce the obligation of the Purchaser to cause the Equity Commitment (as defined in the Equity Commitment Letter) to be funded and the Purchase to be consummated on the terms and subject to the conditions set forth in this Agreement) in the courts without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement and this right of specific enforcement is an integral part of the Transactions and without that right, the parties would not have entered into this Agreement. The parties agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, and agree not to assert that a remedy of monetary damages would provide an adequate remedy or that the parties otherwise have an adequate remedy at law. The parties acknowledge and agree that any party shall not be required to provide any bond or other security in connection with its pursuit of an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof.

Section 7.08 WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 7.08.

Section 7.09 Notices. All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally, by facsimile (which is confirmed), emailed (which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses:

▇▇▇▇▇▇▇▇.▇▇▇, Corp.

▇▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇

Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, General Counsel

Email: [    ]

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with a copy (which shall not constitute notice) to:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Fax: [    ]

Email: [    ]

c/▇ ▇▇▇▇▇▇▇▇▇ Management Company, LLC

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇ ▇▇▇▇▇▇

Email: [    ]

with a copy to (which copy alone shall not constitute notice):

Proskauer Rose LLP

Eleven Times Square

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇▇▇

Phone: [    ]

Fax: [    ]

Email: [    ]

or such other address, email address or facsimile number as such party may hereafter specify by like notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of actual receipt by the recipient thereof if received prior to 5:00 p.m. local time in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 7.10 Severability. If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term, condition or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law.

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Section 7.11 Expenses. (a) The Purchaser shall be entitled to receive reimbursement for 50% of its reasonable and documented out-of-pocket fees and expenses, including reasonable travel expenses, incurred through the Closing in connection with the Transactions (including reasonable and documented fees, charges and disbursements of the Purchaser’s outside accountants, consultants and attorneys, but not including the fees of any investment bank, broker or other financial advisor) that are invoiced to the Company promptly following the Closing Date, up to a maximum amount of $300,000. Subject to the foregoing, and except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such costs and expenses.

(b) The Purchaser shall deliver to the Board a report by McKinsey & Company (the “McKinsey Report”) that includes analysis on the Company’s industry, online penetration and perspective, competitive dynamics, trends on take-rates, consolidation and consumer surveys. In the event that the Board, at its sole discretion, elects to use the McKinsey Report, the Company agrees to pay the Purchaser 50% of the cost of such report.

Section 7.12 Interpretation. (a) When a reference is made in this Agreement to an Article, a Section, Exhibit or Schedule, such reference shall be to an Article of, a Section of, or an Exhibit or Schedule to this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement unless the context requires otherwise. The words “date hereof” when used in this Agreement shall refer to the date of this Agreement. The terms “or,” “any” and “either” are not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The words “made available to the Purchaser” and words of similar import refer to documents (A) posted to a diligence website by or on behalf of the Company and made available to the Purchaser or its Representatives or (B) delivered in Person or electronically to the Purchaser or its Representatives. All terms defined in this Agreement shall have the defined meanings when used in any document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. Unless otherwise specifically indicated, all references to “dollars” or “$” shall refer to the lawful money of the United States. References to a Person are also to its permitted assigns and successors. When calculating the period of time between which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded (unless otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day).

42

(b) The parties hereto have participated jointly in the negotiation and drafting of this Agreement, and in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

[Signature Page to Investment Agreement]

[Signature Page to Investment Agreement]

Annex I

Form of Amended and Restated Memorandum and Articles

BVI Company Number: 1936519

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT

MEMORANDUM OF ASSOCIATION

AND ARTICLES OF ASSOCIATION

OF

▇▇▇▇▇▇▇▇.▇▇▇, CORP.

Incorporated on February 10, 2017

Amended and Restated on May 3, 2017

Amended and Restated on September 18, 2017

Amended and Restated on September [•], 2020

▇▇▇▇▇▇▇ Trust Company (BVI) Limited

▇.▇. ▇▇▇ ▇▇▇▇

▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

TERRITORY OF THE BRITISH VIRGIN ISLANDS

BVI BUSINESS COMPANIES ACT

MEMORANDUM OF ASSOCIATION

OF

▇▇▇▇▇▇▇▇.▇▇▇, Corp.

The name of the Company is ▇▇▇▇▇▇▇▇.▇▇▇, Corp. (the “Company”).

The Company is a company limited by shares.

Subject to the Act and any other British Virgin Islands legislation, the Company has, irrespective of corporate benefit:

The Company is authorised to issue an unlimited number of shares without par value divided into three classes as follows:

in each case having the rights, privileges, restrictions and conditions set out in this Memorandum and the Articles.

6.1 Subject to this Memorandum and the Articles and the rights attaching to each Additional Class of Shares (which includes, for the avoidance of doubt, the Series A Preferred Shares and the Series B Preferred Shares), a Common Share confers on the holder:

6.2 Subject to this Memorandum and the Articles, a Series A Preferred Share confers on the holder:

and (without limitation) the Series A Preferred Shares shall (x) have the right to appoint a director to the Board and a Board observer; and (y) have the right, and be subject, to redemption, in each case as set out in Schedule 1 to this Memorandum.

6.3 Subject to this Memorandum and the Articles, a Series B Preferred Share confers on the holder:

and (without limitation) the Series B Preferred Shares shall (x) have the right to appoint a director to the Board and a Board observer; (y) have the right, and be subject, to redemption; (z) have the right, and be subject, to conversion, in each case as set out in Schedule 2 to this Memorandum.

6.4 In the event of any conflict or inconsistency between the rights, privileges, restrictions and conditions of the Series A Preferred Shares set-out in Schedule 1 and the rights, privileges, restrictions and conditions of the Series B Preferred Shares set-out in Schedule 2, on the one hand, and any other provision of this Memorandum and the Articles, on the other, the applicable terms of Schedule 1 and Schedule 2 shall take precedence and prevail.

The Company shall issue registered shares only. The Company is not authorised to issue bearer shares, convert registered shares to bearer shares, or exchange registered shares for bearer shares.

Subject always to obtaining any additional approval required in respect of the Reserved Matters, this Memorandum and the Articles may only be amended if approved by:

and all rights conferred upon shareholders herein are granted subject to the above reservations, provided that, notwithstanding anything to the contrary in the Memorandum or the Articles, if at any time that Expedia owns 5% or more of the outstanding Common Shares of the Company, Article 26 of the Articles shall not be amended, altered, changed or repealed without the prior written consent of Expedia.

For the purposes of section 9 of the Act, any rights, privileges, restrictions and conditions attaching to the Common Shares, each Additional Class of Shares (including, without limitation, the Series A Preferred Shares and the Series B Preferred Shares) or any other shares of the Company that are set out in Schedule 1 and Schedule 2 to this Memorandum and the Articles are deemed to be set out and incorporated in full in this Memorandum.

Unless otherwise defined or the context otherwise requires, capitalized words in this Memorandum that are not otherwise defined herein are as defined in the Articles annexed hereto.

SCHEDULE 1

SERIES A PREFERRED SHARES

The Company’s power to issue Parity Shares or Senior Shares shall be subject to the provisions of paragraph 8 of this Schedule 1. The respective definitions of Parity Shares, Senior Shares and Junior Shares shall also include any securities, warrants, rights or options exercisable or exchangeable or convertible into any of Parity Shares, Senior Shares or Junior Shares, as the case may be.

“50% Beneficial Ownership Requirement” means, as of the applicable time of determination, that the Investors and its Permitted Transferees continue to beneficially own (a) (1) at least 50% of the Series A Preferred Shares acquired as of the Closing Date, and (2) warrants purchased by the Investors on the Closing Date and/or Common Shares that were issued upon exercise of those warrants that represent in the aggregate and on an as exercised basis, at least 50% of the total number of Common Shares underlying those warrants on an as exercised basis as of the Closing Date, or (b) if the Company shall have redeemed the Series A Preferred Shares in full pursuant to paragraph 7, warrants purchased by the Investors on the Closing Date and/or Common Shares that were issued upon exercise of those warrants that represent in the aggregate and on an as exercised basis, at least 50% of the total number of Common Shares underlying those warrants on an as exercised basis as of the Closing Date;

“Accrued Dividends” means, as of any date, with respect to any Series A Preferred Share, all Dividends that have accrued through the most recent Dividend Payment Date on or prior to such date on such Series A Preferred Share pursuant to paragraph 4(b) of this Schedule 1, whether or not declared, but that have not, as of such date, been paid in cash;

“Change of Control” shall mean (i) any Person or Group (other than the Investors), in a single transaction or in a related series of transactions, by way of merger, consolidation, other business combination transaction, contract or otherwise, acquiring beneficial ownership representing more than 50 % of the total voting power of the Common Shares or the right to appoint a majority of the Board of Directors; (ii) the Common Shares are no longer listed or admitted to trading on the New York Stock Exchange or another National Securities Exchange; (iii) the direct or indirect sale, lease, transfer, conveyance or other disposition (including by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to any Person or Group (other than the Investors); or (iv) any transaction or event that constitutes a “change of control” under any of the Company’s then-outstanding Indebtedness; provided that if and for so long as Series B Preferred Shares are outstanding, the “50%” of the total voting power in clause (i) of this definition shall be deemed to be replaced with any lower percentage threshold specified in respect of any equivalent “Change of Change” definition for the Series B Preferred Shares (if any);

“Change of Control Notice” has the meaning given to it in paragraph 6(c) of this Schedule 1;

“Closing Date” means the date the Series A Preferred Shares were first issued by the Company;

“Competitor” means any Person which engages, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing of formed hereafter)), in the business of travel distribution;

“Designated Redemption Date” has the meaning given to it in paragraph 6(b) of this Schedule 1;

“Dividends” has the meaning given to it in paragraph 4(a) of this Schedule 1;

“Dividend Payment Date” means September 30 and March 31 of each year, commencing on March 31, 2021 (the “Initial Dividend Payment Date”); provided that if any such Dividend Payment Date is not a Business Day, then the applicable Dividend shall be payable on the next Business Day immediately following such Dividend Payment Date, without any interest;

“Dividend Payment Period” means, the period from and including the Closing Date to, but excluding, the applicable Initial Dividend Payment Date and, subsequent to such Initial Dividend Payment Date, the period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date;

“Dividend Rate” means 10.0% per annum;

“Fall-Away of Investor Board Rights” means the first day on which the 50% Beneficial Ownership Requirement is not satisfied;

“Group” has the meaning given to it in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act;

“Holder” means a Person in whose name Series A Preferred Shares are registered, which Person shall be treated by the Company and Transfer Agent as the absolute owner of the Series A Preferred Shares for the purpose of making payment and for all other purposes; provided that, to the fullest extent permitted by law, no Person that has received Series A Preferred Shares in violation of the terms of the Investment Agreement or the Memorandum or Articles shall be a Holder and the Transfer Agent shall not, unless directed otherwise by the Company, recognize any such Person as a Holder and the Person in whose name the shares of the Series A Preferred Shares were registered immediately prior to such transfer shall remain the Holder of such shares;

“Indebtedness” means, without duplication, (a) all obligations of the Company or any of its subsidiaries for borrowed money, (b) all obligations of the Company or any or any of its subsidiaries evidenced by bonds or similar instruments, and (c) all guarantees by the Company or any of its subsidiaries of any Indebtedness (as described in clauses (a) and (b) of this definition) of any other Person, provided that any Indebtedness incurred by Koin Administradora de Cartões e Meios de Pagamentos S.A. and its subsidiaries that is non-recourse to the Company and its other subsidiaries, shall not be considered Indebtedness for purposes of this Schedule 1;

“Indebtedness Agreement” means any agreement, document or instrument governing or evidencing any Indebtedness of the Company or its subsidiaries;

“Investment Agreement” means that certain Investment Agreement, dated as of August 20, 2020 among the Investors and the Company.

“Investors” means the holder(s) of all of the issued Series A Preferred Shares as at the Closing Date;

“Junior Shares” has the meaning given to it in paragraph 2(c) of this Schedule 1;

“Liquidation Preference” means, with respect to any Series A Preferred Share, as of any date, $1,000 per share, plus any Accrued Dividends per Series A Preferred Share outstanding from time to time;

“National Securities Exchange” means a securities exchange that has registered with the SEC under Section 6 of the Exchange Act;

“Notice of Optional Redemption” has the meaning given to it in paragraph 7(b) of this Schedule 1;

“Optional Redemption” has the meaning given to it in paragraph 7(a) of this Schedule 1;

“Parity Shares” has the meaning set forth in paragraph 2(a) of this Schedule 1;

“Permitted Acquisitions” means the acquisitions by the Company or its subsidiaries of each of Viajes Beda S.A. de C.V., Transporturist S.A. de C.V. and Koin Administradora de Cartões e Meios de Pagamentos S.A.;

“Permitted Transferee” means, with respect to any Holder, (i) any Affiliate of such Holder, so long as it remains such, (ii) any successor entity of such Holder, and (iii) with respect to any Holder that is an investment fund, vehicle or similar entity, any other investment fund, vehicle or similar entity of which such Holder or an Affiliate, advisor or manager of such Holder serves as the general partner, manager or advisor; provided that portfolio companies of such Holder or any of its controlled Affiliates shall not be Permitted Transferees;

“Person” means any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or any other entity;

“Preferred Purchase Price” means the initial subscription price per Series A Preferred Share, being US$1,000 per Series A Preferred Share;

“Redemption Date” means with respect to the redemption of Series A Preferred Shares pursuant to this Schedule 1, the date on which the applicable redemption consideration for the Series A Preferred Shares redeemed is paid or delivered;

“Representatives” means, with respect to any Person, its officers, directors, principals, partners, managers, members, employees, consultants, agents, financial advisors, investment bankers, attorneys, accountants, other advisors and other representatives;

“Satisfaction of the Indebtedness Obligations” means, in connection with any Change of Control, (i) the payment in full in cash of all principal, interest, fees and all other amounts due or payable in respect of any Indebtedness of the Company or any of its subsidiaries (including in respect of any penalty or premium) that is required to be prepaid, repaid, redeemed, repurchased or otherwise retired as a result of or in connection with such Change of Control or in order for the Series A Preferred Shares not to constitute or be deemed as “indebtedness”, “disqualified stock”, “disqualified capital stock”, “disqualified equity interests”, or similar instruments, however denominated, under the terms of any Indebtedness Agreement, (ii) the cancellation or termination, or if permitted by the terms of such Indebtedness, cash collateralization, of any letters of credit or letters of guaranty that are required to be cancelled or terminated or cash collateralized as a result of or in connection with such Change of Control or in order for the Series A Preferred Shares not to constitute or be deemed as “indebtedness”, “disqualified stock”, “disqualified capital stock”, “disqualified equity interests”, or similar instruments, however denominated, under the terms of any Indebtedness Agreement, (iii) compliance with any requirement to effect an offer to purchase any bonds, debentures, notes or other instruments of Indebtedness as a result of or in connection with such Change of Control

or in order for the Series A Preferred Shares not to constitute or be deemed as “indebtedness”, “disqualified stock”, “disqualified capital stock”, “disqualified equity interests”, or similar instruments, however denominated, under the terms of any Indebtedness Agreement, and the purchase of any such instruments tendered in such offer and the payment in full of any other amounts due or payable in connection with such purchase and (iv) the termination of any lending commitments required to be terminated as a result of or in connection with such Change of Control or in order for the Series A Preferred Shares not to constitute or be deemed as “indebtedness”, “disqualified stock”, “disqualified capital stock”, “disqualified equity interests”, or similar instruments, however denominated, under the terms of any Indebtedness Agreement;

“Series A Preferred Director” has the meaning given to it in paragraph 9(a) of this Schedule 1;

“Series A Preferred Majority Approval” has the meaning given to it in paragraph 8 of this Schedule 1;

“Series A Preferred Observer” has the meaning given to it in paragraph 9(a) of this Schedule 1;

“Series A Reserved Matters” has the meaning given to it in paragraph 8 of this Schedule 1;

“Supplier” means any Person which engages, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing of formed hereafter)), in the air travel or lodging business;

“Transfer Agent” means the Person acting as transfer agent, registrar and paying agent for the Series A Preferred Shares, and its successors and assigns.

“Unredeemed Shares” means shares redeemed in accordance with this Schedule 1 in respect of which the redemption price has not been paid in full; and

“USD” or “US$” means the lawful currency for the time being of the United States of America.

Subject to the provisions of this paragraph 4(e), dividends and other distributions may be authorized by the Board, and declared and paid by the Company on any Junior Shares and Parity Shares from time to time and the Holders will not be entitled to participate in those dividends.

The Company shall take no action designed to avoid payment of any portion of the premium to Liquidation Preference payable pursuant to Section 6(a)(ii), including by payment of any Accrued Dividends immediately prior to the applicable Redemption Date.

The Company shall take no action designed to avoid payment of any portion of the premium to Liquidation Preference payable pursuant to Section 7(a)(i) or (ii), including by payment of any Accrued Dividends immediately prior to the applicable Redemption Date.

Without prejudice to the Series B Reserved Matters, for so long as any Series A Preferred Shares are outstanding, the Company shall not take, permit to occur, approve, authorise or agree or commit to do any of the following (collectively, the “Series A Reserved Matters”) as follows:

The Series A Preferred Observer may be removed and/or replaced by notice from the Investors. Subject always to paragraph 9(h) below, the Series A Preferred Observer will be entitled to receive notice of all meetings of the Board and attend meetings of the Board, but shall have no right to vote on any matter. The Company shall give the Series A Preferred Observer copies of all notices, minutes, consents, and other materials that it provides to the directors. The rights of the Series A Preferred Observer to receive notice of, and attend, meetings of the Board (and receive any related documents, information or materials) shall automatically terminate upon Fall-Away of Investor Board Rights.

SCHEDULE 2

SERIES B PREFERRED SHARES

BVI Company Number: 1936519

TERRITORY OF THE BRITISH VIRGIN ISLANDS

BVI BUSINESS COMPANIES ACT

ARTICLES OF ASSOCIATION

OF

▇▇▇▇▇▇▇▇.▇▇▇, Corp.

(a company limited by shares)

TABLE OF CONTENTS

INTERPRETATION

SHARES

Subject to the provisions of the Memorandum (including, without limitation, the Reserved Matters) and the rights of any Additional Class of Shares, the unissued shares of the Company shall be at the disposal of the Board of Directors. Without prejudice to Clause 7 of the Memorandum, the Board may (i) offer, allot, issue or grant options, warrants or other rights over shares; (ii) grant restricted share units, phantom awards, share appreciation rights and other equity awards and interests; and (iii) otherwise dispose of the shares and equity interests of the Company, in each case to such persons, at such times, for such consideration (which may be money or otherwise) and upon such other terms and conditions as the Company may by Resolution of Directors determine. Without limitation to the foregoing, the Board of Directors may issue shares and other equity interests subject to such contractual restrictions and limitations as is agreed with the relevant Member, which contractual restrictions and limitations shall be enforceable by the Company against such Member in accordance with their terms.

Subject to the Act, the Memorandum (including, Schedule 1 and Schedule 2 to the Memorandum), these Articles and the Reserved Matters, the Company may by Resolution of Directors, at any time and on such terms as shall be determined by the Board, purchase, redeem or otherwise acquire and hold its own shares (a) with the prior written consent of the holder of such shares (which consent may be given by agreement in advance and may be either unconditional or conditional); or (b) in accordance with the terms and conditions of such class of shares or the terms and conditions upon which such class of shares are issued, in each case without the consent of the holder of such shares. The Company may enter into agreements with the Members or any Member giving it the right, or requiring it, to purchase, redeem or otherwise acquire the shares of that Member (whether unconditionally or conditionally upon the happening of certain events). Sections 60, 61 and 62 of the Act shall not apply to the Company. Subject to the Act, a share that the Company purchases, redeems or otherwise acquires may be cancelled or held by the Company as a treasury share.

The Company may issue fractional shares and a fractional share shall have the corresponding fractional rights, obligations and liabilities of a whole share of the same class or series of shares.

Subject to the provisions of Schedule 1 and Schedule 2 to the Memorandum, as applicable, in order that the Company may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty (60) nor less than five (5) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may in their discretion fix a new record date for the adjourned meeting.

SHAREHOLDER MEETINGS

and in each case (x) the notice must comply with, and include the information required by, Article 11.5 and Article 11.6 (as applicable) and the Proposing Shareholder(s) must comply with Article 11.5(c) and Article 11.7 (as applicable); and (y) the proposed business or other matter must constitute a proper matter for shareholder action at the

Annual Meeting or Special Meeting (as applicable), failing either of which the directors may in their sole and absolute discretion disregard and exclude from the meeting of shareholders the business or other matter proposed by the shareholder (in whole or in part). Without the prior permission of the Board of Directors, a shareholder may not propose any business or other matter for a Special Meeting convened pursuant to Article 11.2(b)(i).

DIRECTORS

and in each case subject always to any upper limit on the number of directors prescribed pursuant to Article 12.1.

in each case adopted in accordance with these Articles. A director may not be removed without Cause.

NOTICES

OFFICERS

DISTRIBUTIONS

Before payment of any Distribution, there may be set aside out of any funds of the Company available for dividends such sum or sums as the directors from time to time, in their sole discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Company, or for such other purposes as the directors think conducive to the interests of the Company, and the directors may modify or abolish any such reserve in the manner in which it was created.

GENERAL PROVISIONS

DIRECTOR CONFLICTS AND INDEMNIFICATION

CORPORATE RECORDS