X0306 4 2020-03-13 0 0001526520 TripAdvisor, Inc. TRIP 0001606745 Liberty TripAdvisor Holdings, Inc. 12300 LIBERTY BOULEVARD ENGLEWOOD CO 80112 1 0 1 0 Forward sale contract (obligation to sell) 2020-03-13 4 J 1 2422210 A Common Stock, par value $0.001 per share 2422210 2422210 I Held through Wholly-Owned Subsidiary On March 9, 2020, Liberty TripAdvisor, LLC, a wholly owned subsidiary of the Reporting Person, ("Counterparty") entered into an agreement establishing the terms and conditions of a variable forward transaction ("Forward Contract") with an unaffiliated third party buyer ("Buyer"). On March 13, 2020, Buyer ended the initial hedging period and the number of shares of Tripadvisor common stock subject to the Forward Contract was set at 2,422,210 (the "Number of Shares") and the initial share price was set at $19.1707, pursuant to the terms of the Forward Contract, as further described in the Remarks section. The Forward Contract obligates Counterparty to deliver to Buyer up to the Number of Shares over a specified period in the first quarter of 2023 (the "Valuation Period"). Alternatively, Counterparty may choose to deliver an equivalent amount of cash based on a measure of the average share price over the Valuation Period. In exchange for assuming this obligation, Counterparty is entitled to receive a prepayment amount of approximately $34,246,160. Counterparty has agreed to pledge 2,422,210 shares of Tripadvisor common stock (the "Pledge Shares") to secure its obligations under the Forward Contract, and will retain voting rights in the Pledge Shares during the term of the pledge. If Counterparty elects share settlement, Counterparty will be obligated to deliver fewer than the Number of Shares if (and to the extent that) on trading days during the Valuation Period the average per share price is above $17.2536. As noted above, alternatively Counterparty may choose to deliver a cash equivalent amount in lieu of such shares. Liberty TripAdvisor Holdings, Inc. By: /s/ Craig Troyer, Senior Vice President and Assistant Secretary 2020-03-17