Stock Ownership Policy. If you are an Executive Officer of the Company or a member of its Operating Committee, as a condition to receiving this Award, you agree that you are subject to the Company’s stock ownership policy, as may be amended from time to time, and that as a result, you may be required to hold, including after your retirement, all or a portion of any shares of Common Stock issued to you pursuant to this Award in order to achieve compliance with such stock ownership policy.

Claw-back Policy. Each Award Opportunity granted, and each Long-Term Incentive Bonus paid, pursuant to the Plan shall be subject to the terms and conditions of the Claw-back Policy.

Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policies and procedures, as in effect from time to time.

Compensation Recoupment Policy. Bonuses may be made subject to any compensation recoupment policy adopted by the Board or the Committee at any time prior to or after the effective date of the Plan, and as such policy may be amended from time to time after its adoption.

Expedia Privacy Policy. Expedia shall maintain privacy policies that govern the collection, treatment use and disclosure of Customer Personal Data from End Users of the Expedia Platform and any Expedia Travel Solution (the “Expedia Privacy Policies”) in connection with all collection, treatment, use, disclosure and retention of any Customer Personal Data, and shall ensure that it permits to share Customer Personal Data with Decolar and its Affiliates for the purpose of fulfilling its obligations hereunder with respect to procuring travel reservations or providing other services or functions on behalf of End Users or for Decolar on behalf of End Users, except as otherwise restricted by applicable law. Expedia shall ensure that it and its Controlled Affiliates have complied and at all times are in compliance with all applicable Laws, as well as any of its own applicable privacy policies, with respect to any Customer Personal Data. Expedia shall take all reasonable steps to ensure that all End Users have agreed or consented to or are otherwise subject to appropriate data privacy policies which permit the transfer and retention of the Customer Personal Data of such End Users by Expedia to Decolar.

Data Collection and Usage. The Corporation collects, processes and uses the Participant’s personal data, including, name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, citizenship, nationality, job title, any shares of stock or directorships held in the Corporation, and details of all awards, canceled, vested, or outstanding in the Participant’s favor, which the Corporation receives from the Participant or the Participant’s employer. If the Corporation offers the Participant the opportunity to participate in the Plan, then the Corporation will collect the Participant’s personal data for purposes of allocating stock and implementing, administering and managing the Plan. The Corporation’s legal basis for the processing of the Participant’s personal data would be the Participant’s consent.

Deposit and Collection Procedures. Each Grantor will execute all documents and agreements, and take all actions as are reasonably necessary to ensure that # all Proceeds of Accounts or other Collateral remitted to or otherwise received by it are deposited, promptly upon its receipt thereof, directly into a Deposit Account maintained by or for the benefit of such Grantor, and # to the extent requested by the Administrative Agent, the applicable Grantor executes and delivers to the Administrative Agent on the Closing Date (or such later date as determined by the Administrative Agent in writing in its sole discretion) a duly completed and executed control agreement, sufficient to perfect the Administrative Agent’s security interest under the Uniform Commercial Code and otherwise in form and substance reasonably satisfactory to the Administrative Agent, covering each Deposit Account constituting a Material Account. Each Grantor will execute all documents and agreements, and take all actions as are reasonably necessary to ensure that # the applicable Grantor promptly (and no later than the Borrower’s next submission of a Compliance Certificate) furnishes to the Administrative Agent written notice of any Deposit Account constituting a Material Account, together with an amended [Annex H] reflecting the same, and # to the extent requested by the Administrative Agent, the applicable Grantor executes and delivers to the Administrative Agent a duly completed and executed control agreement, sufficient to perfect the Administrative Agent’s security interest under the Uniform Commercial Code and otherwise in form and substance reasonably satisfactory to the Administrative Agent, covering each such Material Account within thirty (30) days (or such later date as determined by the Administrative Agent in writing in its sole discretion) of becoming a Material Account. Each Grantor will provide each bank or depository institution at which any Deposit Account subject to a control agreement is maintained from time to time with such transfer instructions and other information as such bank or depository institution may reasonably require in order to permit such Grantor to comply with the provisions of this [Section 4.14]. All costs and expenses incurred in connection with the establishment and maintenance of such Deposit Accounts and the control agreements and the transfers of funds therefrom and thereto as described in this [Section 4.14] shall be for the account of the Grantors. So long as no Event of Default shall have occurred and be continuing and the Administrative Agent shall not have delivered notice to the contrary to the applicable bank or depository institution, Grantors shall have the right to collect, withdraw and direct the disposition of funds on deposit in the Deposit Accounts covered by the control agreements in a manner not in violation of the provisions of this Agreement, such control agreements or any of the other Loan Documents; provided, however, that upon the occurrence and during the continuance of an Event of Default and after notice from the Administrative Agent to the applicable banks or depository institutions, the Administrative Agent shall have exclusive dominion and control over all such Deposit Accounts, with the powers and rights granted herein and in the applicable control agreement with respect thereto, and no Grantor shall have any right to collect, withdraw or direct the disposition of funds on deposit in such Deposit Accounts or to take any action to effect the same.

Delivery of Title Policy. The Title Company shall issue at Closing, or unconditionally commit at Closing to issue, to ​ an ALTA Owner’s Policy of Title Insurance in accordance with [Section 5.3], including extended coverage (with all ALTA and any state specific general exceptions deleted), issued by the Title Company as of the date and time of the recording of the Deeds, insuring ​’s fee simple title to the Real Property in the amount of the Purchase Price, subject only to the Permitted Exceptions (the “Title Policy”). The Title Policy may be delivered after the Closing if, at the Closing, the Title Company issues a currently duly-executed “marked-up” Title Commitment providing title coverage effective as of the Closing Date and irrevocably commits in writing to issue the Title Policy in the form of the “marked-up” Title Commitment promptly after the Closing Date.

R&W Insurance Policy. Purchaser shall procure on or prior to the Closing Date, a buyer-side representation and warranty insurance policy from an insurer, which shall include the following terms: # Purchaser shall be the named insured, # coverage of at least ​ and # a duration at least # through the Expiration Date for claims related to any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement (other than the Fundamental Representations) and # for six (6) years after the Closing for all other claims covered by such R&W Insurance Policy, or a similar insurance policy with terms reasonably satisfactory to Purchaser (the “R&W Insurance Policy”) to insure against Losses incurred by a Purchaser Indemnified Party as a result of any inaccuracy or failure of any representation or warranty made by the Company in this Agreement to be true and correct as of the Closing Date (or as to the date made, where such representation or warranty relates to an earlier specified date), subject in all events to exclusions which are customary in nature, including without limitation, exclusions for the matters set forth on [Schedule D] hereto. The premium due under the R&W Insurance Policy and other related costs shall be borne as follows: # up to ​ (the “Company R&W Premium Amount”) by the Company (which shall be included as a “Company Transaction Expense”) and # the remainder by Purchaser. The R&W Insurance Policy shall include provisions whereby the insurer expressly waives any subrogation rights against any Equity Holder with respect to any claim made by the insured thereunder (except for fraud or criminal acts). Notwithstanding any provision to the contrary in this Agreement, Purchaser agrees not to amend the R&W Insurance Policy without the prior written consent of the Representative, which consent shall not be unreasonably withheld, conditioned or delayed.

RMA Policy and Procedures. The parties will agree to mutually acceptable RMA policy and procedures.