Experience of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

Investment Experience. The ​ is an investor in speculative securities with companies that have no revenue or profits and lack liquidity and capital resources and has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the risks of the investment in the Shares. The ​ confirms that he is able to bear the economic risk of an investment in the Shares and is able to afford a complete loss of such investment.

Knowledge and Experience. Either alone, or together with their investment advisor(s), such Sangre Member has the knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment in the ​ Shares of ​ Common Stock, and such Sangre Member is and will be able to bear the economic risk of the investment in such ​ Shares of ​ Common Stock.

End User Experience. Subject to [Section E.3.d] below, Expedia will be responsible for and shall provide, all support to End Users for customer care and support issues related to the booking of Decolar Travel Products and will be solely responsible for any liability to End Users as a result of such customer care and support, if such liability was not caused by Decolar or its Affiliates; provided that, subject to [[Sections E.3 and E.4]4]]4], if such liability was caused by Decolar and/or its Affiliates, Decolar shall be solely responsible for such liability. Except as otherwise expressly set forth herein, Expedia shall not, at any time, have the ability to engage in any activities with respect to Decolar Travel Products that result in the issuance of any End User “accommodations”, such as cancellations outside of the cancellation window or goodwill coupons and credits, discounts, refunds, and similar accommodations (“Goodwill Modifications”), unless Expedia makes such Goodwill Modifications directly with the End User and such Goodwill Modifications are made at the sole cost and expense of Expedia. Expedia agrees to inform Decolar during the first fifteen days following each calendar quarter, of the claims received during the previous calendar quarter upon notice to the email defined on [Section E.7.i] (“Quarterly Claim Report”). In addition, the Parties agree to maintain regular communication between their customer service groups – or any other group that may be involved – for purposes of prompt notification of guests complaints (“Claim Notification”). Decolar will, or will cause the relevant Affiliate to, provide second line consultative support for customer care and support issues with respect to the Decolar Travel Products, including Goodwill Modifications with the Property (which such Goodwill Modifications will solely be at Expedia’s instruction and at Expedia’s sole cost and expense). Without limiting the generality of the foregoing, Expedia will as soon as reasonably practical: # transmit to End Users booking Decolar Travel Products, without substantial revision, deletion or change of any sort, all information transmitted by Decolar or its Affiliates to Expedia for re-delivery to such End Users, in addition to any other standard information provided by Expedia to End Users in connection with a Booking, provided that such information shall not contain any of Decolar’s or its Affiliates’ branding, Marks and Materials; and # transmit to Decolar all communications, without substantial revision, deletion or change of any sort, received by Expedia or its Affiliates from such End Users that are expressly addressed to Decolar with respect to Decolar Travel Products (e.g., booking requests and other customer service inquiries). Subject to [Section E.3.d] below, Expedia will be responsible for any liability to End Users that directly results from the customer care provided by Expedia to such End User for Decolar Travel Products booked through the Expedia Platform and/or an Expedia Travel Solution, including all costs associated with any debit memo, replacement room nights, charge backs, and cancellation fees. Decolar shall be responsible for all liability to the extent caused by information created by Decolar or its Affiliates (excluding information created by the Property or any other third party which is not modified by Decolar or its Affiliates (other than to correct minor mistakes)) that is transmitted to Expedia by Decolar’s second-line support. Decolar acknowledges and agrees that none of it, its Affiliates will treat any End User that books a room through the Expedia System differently than it treats any other End User that books a room through any Website owned or operated by Decolar, its Affiliates, including, without limitation, with respect to the handling of overbooking (i.e., “walk”) situations, the allocation of room types (including, for the avoidance of doubt, with respect to views, bedding options, size of rooms, etc.), the provision of customer service and the amenities available with the booked room type and the amount and charging of Hotel Fees, and the amount and charging of such fees or surcharges relating to payment process or method. Decolar shall make it commercially reasonable efforts to ensure that each Property provides reward/loyalty points when an End User makes a booking at a Property through the Expedia System to the same extent such Property allows such points for bookings made through any third-party booking or distribution channels.

Indemnification by Purchaser. Subject to the other terms and conditions of this Article VIII, Purchaser shall indemnify [[Organization A:Organization]] against, and shall hold [[Organization A:Organization]] harmless from and against, any and all Losses incurred or sustained by, or imposed upon, [[Organization A:Organization]] based upon, arising out of, with respect to or by reason of: # any inaccuracy in or breach of any of the representations or warranties of Purchaser contained in this Agreement; # any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Purchaser pursuant to this Agreement; or # any Assumed Liability.

Access by Purchaser. Purchaser will have a right to inspect the Operating Equipment during normal business hours and to take any action it deems reasonably necessary to fulfill its rights under this Agreement.

Duties of Purchaser. During the term of this Agreement, Purchaser shall have the following authority, duties and responsibilities as they pertain to the Operating Systems:

Forward Purchaser Efforts. Upon the terms and subject to the conditions set forth in this Agreement and the Master Forward Confirmation, upon the delivery of a Forward Placement Notice to the Forward Purchaser and the Forward Purchaser’s acceptance of such Forward Placement Notice, and unless the sale of the Forward Hedge Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement or the Master Forward Confirmation, the Forward Purchaser will use commercially reasonable efforts to borrow (including, but not limited to, from the Selling Stockholder) Forward Hedge Shares up to the Forward Share Number for the applicable Forward Placement Notice accepted by the Forward Purchaser and will use commercially reasonable efforts consistent with its normal trading and sales practices to sell such Forward Hedge Shares. For the avoidance of doubt, the Selling Stockholder or the Forward Purchaser may modify a Forward Placement Notice at any time provided they both agree in writing to any such modification. The Selling Stockholder and the Forward Purchaser each acknowledge and agree that # there can be no assurance that the Forward Purchaser will be successful in selling any Forward Hedge Shares, # the Forward Purchaser will not incur any liability or obligation to the Selling Stockholder if it fails to sell any Forward Hedge Shares for any reason other than a failure to use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sell such Forward Hedge Shares as required by this Agreement and # the Forward Purchaser may elect to borrow such Forward Hedge Shares from either the Selling Stockholder or other share lenders at its sole discretion. Notwithstanding anything herein to the contrary and for the avoidance of doubt, a Forward Purchaser’s obligation to use commercially reasonable efforts to borrow all or any portion of the Forward Hedge Shares and to use commercially reasonable efforts consistent with its normal trading and sales practices to sell such portion of the Forward Hedge Shares for any Forward hereunder shall be subject in all respects to [clause (vi)] of the provisions under the caption “Conditions to Effectiveness” in [Section 3] of the Master Forward Confirmation.

Deliveries by Purchaser. At the Closing, Purchaser will deliver to HoldCos:

Purchaser hereby agrees to indemnify and defend the Seller and its officers, directors, stockholders, employees, agents, representatives, affiliates, successors and assigns (“Indemnified Parties”) and

Resales Under Rule ​. It will take reasonable steps to inform persons acquiring Securities from the Initial Purchasers in the United States that the Securities # have not been and will not be registered under the Securities Act, # are being sold to them without registration under the Securities Act in reliance on Rule ​ and # may not be offered, sold or otherwise transferred except # to the Company, # outside the United States in accordance with Regulation S or # inside the United States in accordance with # Rule ​ to a person whom the seller reasonably believes is a QIB that is purchasing such Securities for its own account or for the account of a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule ​ or # pursuant to another available exemption from registration under the Securities Act.