Common use of Equity Purchase Rights Clause in Contracts

Equity Purchase Rights. So long as the members of the Travelport Affiliated Group beneficially own, in the aggregate, Voting Stock entitled to fifty percent (50%) or more of the votes entitled to be cast by the then outstanding Voting Stock, the members of the Travelport Affiliated Group shall have the equity purchase rights set forth in this Section 3.1 (the “Equity Purchase Rights”); provided, that the members of the Travelport Affiliated Group shall not be entitled to Equity Purchase Rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed, if any, prohibits or limits the granting by OWW of such Equity Purchase Rights. As soon as practicable after determining to issue Equity Securities, but in any event at least five Business Days prior to the issuance of Equity Securities to any Person other than to a member of the Travelport Affiliated Group (and other than Equity Securities (i) if OWW then has outstanding Public Company Stock, issued under dividend reinvestment plans which offer Voting Stock to security holders at a discount from Average Market Price (as defined below) no greater than is customary for public corporations at such time, (ii) issued pursuant to the IPO, (iii) issued in mergers, acquisitions and exchange offers (including transactions in respect of which Travelport has provided its consent pursuant to Article Tenth of the Charter), or (iv) pursuant to its equity incentive plans approved by its Board of Directors), OWW shall notify Travelport in writing of such proposed issuance (which notice shall specify, to the extent practicable, the purchase price (or other consideration) for, and terms and conditions of, such Equity Securities) and shall offer to sell to Travelport (which offer may be assigned by Travelport to another member of the Travelport Affiliated Group) at the purchase price (net of any underwriting discounts or commissions), if any, to be paid by the transferee(s) of such Equity Securities, an amount of Equity Securities determined as provided below. Immediately after the amount of Equity Securities to be sold to other Persons is known to OWW, it shall notify Travelport (or such assignee) of such amount. If such offer is accepted in writing within ten Business Days after the notice of such proposed sale (or such longer period as is necessary for the members of the Travelport Affiliated Group to obtain any required regulatory approvals), OWW shall issue to such member of the Travelport Affiliated Group an amount of Equity Securities (the “Equity Securities Amount”) equal to the product of (A) the quotient of (x) the number of shares of Voting Stock owned by the members of the Travelport Affiliated Group, in the aggregate, immediately prior to the issuance of the Equity Securities by (y) the aggregate number of shares of Outstanding Voting Stock owned by Persons other than by members of the Travelport Affiliated Group immediately prior to the issuance of the Equity Securities, multiplied by (B) the aggregate number of Equity Securities proposed to be issued by OWW to Persons other than to members of the Travelport Affiliated Group, rounded up to the nearest whole Equity Security. If, at the time of the determination of any Equity Securities Amount, any other Person has preemptive or other equity purchase rights similar to the Equity Purchase Rights, such Equity Securities Amount shall be recalculated to take into account the amount of Voting Stock to be sold to such Persons, rounding up such Equity Securities Amount to the nearest whole Equity Security. If OWW determines in good faith that, in light of the advice of an investment banking firm advising it or of its other financial advisors, it must consummate the issuance and sale of the Equity Securities prior to the members of the Travelport Affiliated Group having obtained any necessary regulatory approvals, OWW shall notify Travelport in writing of such determination and shall then be free so to consummate such issuance and sale without the members of the Travelport Affiliated Group having the right then to purchase their proportionate share of such Equity Securities; provided, however, that in such event the members of the Travelport Affiliated Group shall have the right to purchase from OWW, within 60 Business Days (or such longer period (up to two years) as is necessary for the members of the Travelport Affiliated Group to obtain such regulatory approvals) Voting Stock in an amount equal to the amount of Voting Stock it would have received had it been able to purchase (and, in the case of Equity Securities other than Voting Stock, securities exercisable or exchangeable for or convertible into Voting Stock) the Equity Securities offered to it pursuant to this Section 3.1, at a per share purchase price equal to the lower of (i) the sum of the purchase price (net of any underwriting discounts or commissions), if any, paid by the transferee(s) plus the exercise price, if any, of such Equity Securities, or (ii) the Average Market Price per share of Voting Stock and, if there is no Average Market Price, the Fair Market Value per share of Voting Stock, in each case, at the time of purchase by the applicable member(s) of the Travelport Affiliated Group. The purchase and sale of any Equity Securities pursuant to this Section 3.1 shall take place at 9:00 am on the latest of (i) the fifth Business Day following the acceptance of such offer, (ii) the Business Day on which such Equity Securities are issued to Persons other than the members of the Travelport Affiliated Group and (iii) the fifth Business Day following the expiration of any required governmental or other regulatory waiting periods or the obtaining of any required governmental or other regulatory consents or approvals, at the offices of Travelport indicated in Section 10.1 hereof, or at such other time and place in New York City as Travelport and OWW shall agree. At the time of purchase, OWW shall deliver to Travelport (or such assignee) certificates registered in the name of the appropriate member(s) of the Travelport Affiliated Group representing the shares purchased and Travelport shall transfer to OWW the purchase price in United States dollars by bank check or wire transfer of immediately available funds, as specified by OWW, to an account designated by OWW not less than five Business Days prior to the date of purchase. OWW and the members of the Travelport Affiliated Group will use their best efforts to comply as soon as practicable with all federal and state laws and regulations and stock exchange listing requirements applicable to any purchase and sale of securities under this Section 3.1. In the event that the consideration to be provided to OWW in connection with the issuance of Equity Securities that resulted in this Section 3.1 being applicable is other than cash, then Travelport shall have the option of paying the purchase price in either (i) the form of such other consideration, if practicable, or (ii) cash, based on the Fair Market Value of the consideration being received by OWW.

Equity Purchase Rights. So long as (a) In the members event that the Company shall sell or issue shares of Capital Stock of the Travelport Affiliated Group beneficially own, in the aggregate, Voting Company or securities containing options or rights to acquire any shares of Capital Stock entitled to fifty percent (50%) or more of the votes entitled Company to be cast by the then outstanding Voting Stockany Person, the members each Stockholder that beneficially owns Securities constituting more than 33% of the Travelport Affiliated Group Original Ownership of such Stockholder shall have the equity purchase rights set forth in this Section 3.1 (the “Equity Purchase Rights”); provided, that the members of the Travelport Affiliated Group shall not be entitled right to Equity Purchase Rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed, if any, prohibits purchase or limits the granting by OWW of such Equity Purchase Rights. As soon as practicable after determining to issue Equity Securities, but in any event at least five Business Days prior to the issuance of Equity Securities to any Person other than to a member of the Travelport Affiliated Group (and other than Equity Securities (i) if OWW then has outstanding Public Company Stock, issued under dividend reinvestment plans which offer Voting Stock to security holders at a discount from Average Market Price subscribe for its pro rata share (as defined below) no greater than is customary for public corporations at such time, (ii) issued pursuant to of Common Stock on the IPO, (iii) issued in mergers, acquisitions and exchange offers (including transactions in respect of which Travelport has provided its consent pursuant to Article Tenth of the Charter), or (iv) pursuant to its equity incentive plans approved by its Board of Directors), OWW shall notify Travelport in writing of such proposed issuance (which notice shall specify, to the extent practicable, the purchase price (or other consideration) for, and same terms and conditions ofas such stock is being offered and sold, such Equity Securities) and shall offer to sell to Travelport (which offer may be assigned by Travelport to another member of subscription being conditioned upon the Travelport Affiliated Group) at the purchase price (net of any underwriting discounts or commissions), if any, to be paid by the transferee(s) actual sale of such Equity Securities, an amount of Equity Securities determined as provided below. Immediately after the amount of Equity Securities to be sold to other Persons is known to OWW, it shall notify Travelport (or such assignee) of such amount. If such offer is accepted in writing within ten Business Days after the notice of such proposed sale (or such longer period as is necessary for the members of the Travelport Affiliated Group to obtain any required regulatory approvals), OWW shall issue to such member of the Travelport Affiliated Group an amount of Equity Securities (the “Equity Securities Amount”) equal to the product of (A) the quotient of (x) the number of shares of Voting Stock owned by the members of the Travelport Affiliated Group, in the aggregate, immediately prior to the issuance of the Equity Securities by (y) the aggregate number of shares of Outstanding Voting Stock owned by Persons other than by members of the Travelport Affiliated Group immediately prior to the issuance of the Equity Securities, multiplied by (B) the aggregate number of Equity Securities proposed to be issued by OWW to Persons other than to members of the Travelport Affiliated Group, rounded up to the nearest whole Equity Security. If, at the time of the determination of any Equity Securities Amount, any other Person has preemptive or other equity purchase rights similar to the Equity Purchase Rights, such Equity Securities Amount shall be recalculated to take into account the amount of Voting Stock to be sold to such Persons, rounding up such Equity Securities Amount to the nearest whole Equity Security. If OWW determines in good faith that, in light of the advice of an investment banking firm advising it or of its other financial advisors, it must consummate the issuance and sale of the Equity Securities prior to the members of the Travelport Affiliated Group having obtained any necessary regulatory approvals, OWW shall notify Travelport in writing of such determination and shall then be free so to consummate such issuance and sale without the members of the Travelport Affiliated Group having the right then to purchase their proportionate share of such Equity Securitiesstock; provided, however, that in such event the members equity purchase right shall not extend to shares of the Travelport Affiliated Group shall have the right Capital Stock if such shares are to purchase from OWW, within 60 Business Days (or such longer period (up to two years) as is necessary for the members of the Travelport Affiliated Group to obtain such regulatory approvals) Voting Stock in an amount equal to the amount of Voting Stock it would have received had it been able to purchase (and, in the case of Equity Securities other than Voting Stock, securities exercisable or exchangeable for or convertible into Voting Stock) the Equity Securities offered to it pursuant to this Section 3.1, at a per share purchase price equal to the lower of (i) the sum of the purchase price (net of any underwriting discounts or commissions), if any, paid be issued by the transferee(s) plus the exercise priceCompany to effect a merger, if any, of such Equity Securities, or (ii) the Average Market Price per share of Voting Stock and, if there is no Average Market Price, the Fair Market Value per share of Voting Stock, in each case, at the time of purchase by the applicable member(s) of the Travelport Affiliated Group. The purchase and sale of any Equity Securities pursuant to this Section 3.1 shall take place at 9:00 am on the latest of (i) the fifth Business Day following the acceptance of such offer, (ii) the Business Day on which such Equity Securities are issued to Persons other than the members of the Travelport Affiliated Group and (iii) the fifth Business Day following the expiration of any required governmental or other regulatory waiting periods or the obtaining of any required governmental or other regulatory consents or approvals, at the offices of Travelport indicated in Section 10.1 hereof, or at such other time and place in New York City as Travelport and OWW shall agree. At the time of purchase, OWW shall deliver to Travelport (or such assignee) certificates registered in the name of the appropriate member(s) of the Travelport Affiliated Group representing the shares purchased and Travelport shall transfer to OWW the purchase price in United States dollars by bank check or wire transfer of immediately available funds, as specified by OWW, to an account designated by OWW not less than five Business Days prior to the date of purchase. OWW and the members of the Travelport Affiliated Group will use their best efforts to comply as soon as practicable with all federal and state laws and regulations and stock exchange listing requirements applicable to any purchase and sale of securities under this Section 3.1. In the event that the consideration to be provided to OWW in connection with an arms-length acquisition approved by the issuance Board of Equity Securities that resulted Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the Board of Directors of the Company in accordance with the terms of this Agreement (including any management performance options), under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to a public offering, in connection with any debt financing obtained on an arms-length basis from or with any unaffiliated third parties approved by the Board of Directors, in connection with any stock split or subdivision, stock dividend or recapitalization of the Company or in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by the Board of Directors the primary purpose of which are not to raise capital for the Company. A Stockholder’s pro rata share, for purposes of this Section 3.1 being applicable 5.4, is other than cash, then Travelport shall have the option of paying the purchase price in either (i) the form of such other consideration, if practicable, or (ii) cash, based on the Fair Market Value ratio of the consideration being received number of shares of Common Stock owned by OWWsuch Stockholder immediately prior to such issuance, assuming conversion and exercise of all convertible securities, rights and warrants, to the to­tal number of shares of Common Stock outstanding immediately prior to such is­suance, assuming full conversion of any preferred stock of the Company and exercise of all outstanding convertible securities, rights, options and warrants to acquire Common Stock of the Company.

Equity Purchase Rights. So long as the members of the Travelport Citigroup Affiliated Group beneficially own, in the aggregate, Voting (excluding for such purposes shares of Common Stock beneficially owned by Citigroup but not for its own account, including (in such exclusion) beneficial ownership which arises by virtue of some entity that is an affiliate of Citigroup being a sponsor or advisor of a mutual or similar fund that beneficially owns shares of Common Stock) shares entitled to fifty twenty percent (5020%) or more of the votes entitled to be cast by the then outstanding Voting Common Stock, the members of the Travelport Citigroup Affiliated Group shall have the equity purchase rights set forth in this Section 3.1 5.1 (the “"Equity Purchase Rights”"); provided, that the members of the Travelport Citigroup Affiliated Group shall not be entitled to Equity Purchase Rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed, if any, prohibits or limits the granting by OWW TPC of such Equity Purchase Rights. As soon as practicable after determining to issue Equity SecuritiesPurchase Shares, but in any event at least five Business Days prior to the issuance of Equity Securities Purchase Shares to any Person other than to a member of the Travelport Citigroup Affiliated Group (and other than Equity Securities Purchase Shares (i) if OWW TPC then has outstanding Public Company Stock, issued under dividend reinvestment plans which offer Voting Stock to security holders at a discount from Average Market Price (as defined below) no greater than is then customary for public corporations at such timecorporations, (ii) issued pursuant to the IPOTransactions, (iii) issued in mergers, acquisitions and exchange offers (including transactions in respect of which Travelport has provided its consent pursuant to Article Tenth of the Charter), or (iv) pursuant to its equity incentive plans approved by its Board of Directorsplans), OWW TPC shall notify Travelport Citigroup in writing of such proposed issuance sale (which notice shall specify, to the extent practicable, the purchase price (or other consideration) for, and terms and conditions of, such Equity SecuritiesPurchase Shares) and shall offer to sell to Travelport Citigroup (which offer may be assigned by Travelport Citigroup to another member of the Travelport Citigroup Affiliated Group) at the purchase price (net of any underwriting discounts or commissions), if any, to be paid by the transferee(s) of such Equity Securities, Purchase Shares an amount of Equity Securities Purchase Shares determined as provided below. Immediately after the amount of Equity Securities Purchase Shares to be sold to other Persons is known to OWWTPC, it shall notify Travelport Citigroup (or such assignee) of such amount. If such offer is accepted in writing within ten five Business Days after the notice of such proposed sale (or such longer period as is necessary for the members of the Travelport Citigroup Affiliated Group to obtain any required regulatory approvals), OWW TPC shall issue sell to such member of the Travelport Citigroup Affiliated Group an amount of Equity Securities Purchase Shares (the “"Equity Securities Purchase Share Amount”") equal to the product of (A) the quotient of (x) the number of shares of Voting Stock owned by the members of the Travelport Citigroup Affiliated Group, in the aggregate, immediately prior to the issuance of the Equity Securities Purchase Shares by (y) the aggregate number of shares of Outstanding Voting Stock owned by Persons other than by members of the Travelport Citigroup Affiliated Group immediately prior to the issuance of the Equity SecuritiesPurchase Shares, multiplied by (B) the aggregate number of Equity Securities proposed to be Purchase Shares being issued by OWW TPC to Persons other than to members of the Travelport Citigroup Affiliated Group, Group rounded up to the nearest whole Equity SecurityPurchase Share. If, at the time of the determination of any Equity Securities Purchase Share Amount, any other Person has preemptive or other equity purchase rights similar to the Equity Purchase Rights, such Equity Securities Purchase Share Amount shall be recalculated to take into account the amount of Voting Stock to be sold to such Persons, rounding up such Equity Securities Purchase Share Amount to the nearest whole Equity SecurityPurchase Share. If OWW TPC determines in good faith that, in light of the advice of an investment banking firm advising it or of its other financial advisors, it must consummate the issuance and sale of the Equity Securities Purchase Shares prior to the members of the Travelport Citigroup Affiliated Group having obtained any the necessary regulatory approvals, OWW TPC shall notify Travelport Citigroup in writing of such determination and shall then be free so to consummate such issuance and sale without the members of the Travelport Citigroup Affiliated Group having the right then to purchase their its proportionate share of such Equity SecuritiesPurchase Shares; provided, however, that in such event the members of the Travelport Citigroup Affiliated Group shall have the right to purchase from OWWTPC, within 60 Business Days (or such longer period (up to two years) as is necessary for the members of the Travelport Citigroup Affiliated Group to obtain such regulatory approvals) Voting Stock in an amount equal to the amount of Voting Stock it would have received had it been able to purchase (and, in the case of Equity Securities Purchase Shares other than Voting Stock, securities exercisable or exchangeable for or convertible into Voting Stock) the Equity Securities Purchase Shares offered to it pursuant to this Section 3.15.1, at a per share purchase price equal to the lower of (i) the sum of the purchase price (net of any underwriting discounts or commissions), if any, paid by the transferee(s) plus the exercise price, if any, of such Equity SecuritiesPurchase Shares, or (ii) the Average Market Price per share of Voting Stock and, if there is no Average Market Price, the Fair Market Value per share of Voting Stock, in each case, at the time of purchase by the applicable member(s) of the Travelport Affiliated Group. The purchase and sale of any Equity Securities pursuant to this Section 3.1 shall take place at 9:00 am on the latest of (i) the fifth Business Day following the acceptance of such offer, (ii) the Business Day on which such Equity Securities are issued to Persons other than the members of the Travelport Citigroup Affiliated Group and (iii) the fifth Business Day following the expiration of any required governmental or other regulatory waiting periods or the obtaining of any required governmental or other regulatory consents or approvals, at the offices of Travelport indicated in Section 10.1 hereof, or at such other time and place in New York City as Travelport and OWW shall agree. At the time of purchase, OWW shall deliver to Travelport (or such assignee) certificates registered in the name of the appropriate member(s) of the Travelport Affiliated Group representing the shares purchased and Travelport shall transfer to OWW the purchase price in United States dollars by bank check or wire transfer of immediately available funds, as specified by OWW, to an account designated by OWW not less than five Business Days prior to the date of purchase. OWW and the members of the Travelport Affiliated Group will use their best efforts to comply as soon as practicable with all federal and state laws and regulations and stock exchange listing requirements applicable to any purchase and sale of securities under this Section 3.1. In the event that the consideration to be provided to OWW in connection with the issuance of Equity Securities that resulted in this Section 3.1 being applicable is other than cash, then Travelport shall have the option of paying the purchase price in either (i) the form of such other consideration, if practicable, or (ii) cash, based on the Fair Market Value of the consideration being received by OWWGroup.

Equity Purchase Rights. So long as the members of the Travelport Affiliated Group beneficially own, in the aggregate, Voting Stock entitled The Company hereby grants to fifty percent (50%) or more of the votes entitled to be cast by the then outstanding Voting Stockeach Significant Purchaser, the members right to purchase all or part of the Travelport Affiliated Group shall have the equity purchase rights set forth in this Section 3.1 (the “Equity Purchase Rights”); provided, that the members its Pro Rata Share of the Travelport Affiliated Group shall not be entitled to Equity Purchase Rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed, if any, prohibits or limits the granting by OWW of such Equity Purchase Rights. As soon as practicable after determining to issue Equity Securities, but in any event at least five Business Days prior to the issuance of Equity New Securities to any Person other than to a member of the Travelport Affiliated Group (and other than Equity Securities (i) if OWW then has outstanding Public Company Stock, issued under dividend reinvestment plans which offer Voting Stock to security holders at a discount from Average Market Price (as defined belowherein) no greater than is customary for public corporations at such which the Company, from time to time, (ii) issued pursuant proposes to the IPO, (iii) issued in mergers, acquisitions sell and exchange offers (including transactions in respect issue. For purposes of which Travelport has provided its consent pursuant to Article Tenth of the Charter), or (iv) pursuant to its equity incentive plans approved by its Board of Directors), OWW shall notify Travelport in writing of such proposed issuance (which notice shall specify, to the extent practicablethis purchase right, the purchase price (or other consideration) for, and terms and conditions of, such Equity Securities) and term "Pro Rata Share" shall offer to sell to Travelport (which offer may be assigned by Travelport to another member mean the ratio of the Travelport Affiliated Group) at the purchase price (net of any underwriting discounts or commissions), if any, to be paid by the transferee(s) of such Equity Securities, an amount of Equity Securities determined as provided below. Immediately after the amount of Equity Securities to be sold to other Persons is known to OWW, it shall notify Travelport (or such assignee) of such amount. If such offer is accepted in writing within ten Business Days after the notice of such proposed sale (or such longer period as is necessary for the members of the Travelport Affiliated Group to obtain any required regulatory approvals), OWW shall issue to such member of the Travelport Affiliated Group an amount of Equity Securities (the “Equity Securities Amount”) equal to the product of (A) the quotient of (x) the number of shares of Common Stock and Non- Voting Stock which such shareholder owns or has the right to acquire (after giving effect to full conversion of the Securities as if all approvals regarding conversion had been received) to the total number of shares of Common Stock and Non-Voting Stock of the Company outstanding (after giving effect to full conversion of the Securities as if approvals regarding conversion had been received). The Significant Purchasers shall have a right of over- allotment pursuant to this Section 5.01 such that to the extent a Significant Purchaser does not exercise its purchase right in full hereunder, such additional shares of New Securities which such Significant Purchaser does not purchase may be purchased by the other Significant Purchasers in proportion to their Pro Rata Share. "New Securities" shall mean any capital stock of the Company or its Subsidiaries or indebtedness convertible into equity of the Company or any of its Subsidiaries whether now authorized or not, and rights, options or warrants to purchase any of the foregoing, and securities of any type whatsoever that are, or may become convertible into or exchangeable for capital stock or debt securities of the Company or its Subsidiaries issued on or after the date hereof; provided that term "New Securities" does not include (a) securities owned as of the date of this Agreement or securities issued upon conversion thereof in accordance with their terms as in effect on the date hereof, (b) Common Stock issued as a stock dividend to holders of Common Stock or upon any stock split, subdivision or combination of shares of Common Stock, (c) shares (or options or rights to acquire such shares) of the Company's Common Stock reserved for issuance upon exercise of options pursuant to the Company's Long-Term Incentive and Stock Option Plan and Non-Employee Director Stock Option Plan in effect on the date hereof that have been or may be granted by the Company's Board of Directors, and (d) securities issued in a public offering registered pursuant to the Securities Act of 1933, as amended or offerings exempt therefrom pursuant to Rule 144A promulgated under such Act which contemplate the registration of such securities or securities exchangeable for such securities pursuant to said Act. In the event the Company or any of its Subsidiaries proposes to undertake an issuance of New Securities, the Company shall give each Significant Purchaser written notice of its intention, describing the type of New Securities and the price and the terms upon which the Company or its Subsidiary proposes to issue the same. Each Significant Purchaser shall have ten (10) business days from the date of receipt of any such notice to agree to purchase up to its Pro Rata Share of such New Securities (and any over-allotment amount pursuant to the operation of this Section 5.01) for the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. In the event any Significant Purchaser fails to exercise in full its purchase right (after giving effect to the over-allotment provision of this Section 5.01), the Company shall have ninety (90) days thereafter to sell the New Securities with respect to which such Significant Purchaser's Purchase Right was not exercised, at a price not more favorable to the purchasers thereof than that specified in the Company's notice and upon terms not materially more favorable to the purchasers thereof than those specified in the Company's notice. To the extent the Company or its Subsidiary does not sell all the New Securities offered within said ninety (90) day period, the Company or its Subsidiary shall not thereafter issue or sell such New Securities without first again offering such securities to each Significant Purchaser in a manner provided above. Notwithstanding the foregoing, if the Board of Directors determines in good faith for legal, tax or regulatory reasons or other good reason that it is inappropriate or inadvisable to permit the Significant Purchasers to exercise their equity purchase rights contained herein, the Board of Directors of the Company, by a vote of 80% of the members of the Travelport Affiliated Group, in Board of Directors (which 80% must include one director elected by the aggregate, immediately prior to the issuance holders of the Equity Securities by (y) the aggregate number of shares of Outstanding Voting Stock owned by Persons other than by members or securities of the Travelport Affiliated Group immediately prior to the issuance of the Equity Securities, multiplied by (B) the aggregate number of Equity Securities proposed to be issued by OWW to Persons other than to members of the Travelport Affiliated Group, rounded up to the nearest whole Equity Security. If, at the time of the determination of any Equity Securities Amount, any other Person has preemptive or other equity purchase rights similar to the Equity Purchase Rights, such Equity Securities Amount shall be recalculated to take into account the amount of Voting Stock to be sold to such Persons, rounding up such Equity Securities Amount to the nearest whole Equity Security. If OWW determines in good faith that, in light of the advice of an investment banking firm advising it or of its other financial advisors, it must consummate the issuance and sale of the Equity Securities prior to the members of the Travelport Affiliated Group having obtained any necessary regulatory approvals, OWW shall notify Travelport in writing of such determination and shall then be free so to consummate such issuance and sale without the members of the Travelport Affiliated Group having the right then to purchase their proportionate share of such Equity Securities; provided, however, that in such event the members of the Travelport Affiliated Group shall Company which they have the right to purchase from OWW, within 60 Business Days (or such longer period (up to two years) as is necessary for the members of the Travelport Affiliated Group to obtain such regulatory approvals) Voting Stock in an amount equal to the amount of Voting Stock it would have received had it been able to purchase (and, in the case of Equity Securities other than Voting Stock, securities exercisable or exchangeable for or convertible into Voting Stock) the Equity Securities offered to it pursuant to this Section 3.1, at a per share purchase price equal to the lower of (i) the sum of the purchase price (net of any underwriting discounts or commissions), if any, paid by the transferee(s) plus the exercise price, if any, of such Equity Securities, or (ii) the Average Market Price per share of Voting Stock and, acquire hereunder if there is no Average Market Pricesuch a director so elected), then the Fair Market Value per share of Voting Stock, in each case, at the time of purchase by the applicable member(s) Company may issue such New Securities as if all of the Travelport Affiliated Group. The purchase and sale of any Equity Securities pursuant to this Section 3.1 shall take place at 9:00 am on the latest of (i) the fifth Business Day following the acceptance of such offer, (ii) the Business Day on which such Equity Securities are issued to Persons other than the members of the Travelport Affiliated Group and (iii) the fifth Business Day following the expiration of any required governmental or other regulatory waiting periods or the obtaining of any required governmental or other regulatory consents or approvals, at the offices of Travelport indicated in Section 10.1 hereof, or at such other time and place in New York City as Travelport and OWW shall agree. At the time of purchase, OWW shall deliver to Travelport (or such assignee) certificates registered in the name of the appropriate member(s) of the Travelport Affiliated Group representing the shares purchased and Travelport shall transfer to OWW the purchase price in United States dollars by bank check or wire transfer of immediately available funds, as specified by OWW, to an account designated by OWW not less than five Business Days prior to the date of purchase. OWW and the members of the Travelport Affiliated Group will use Significant Purchasers waived their best efforts to comply as soon as practicable with all federal and state laws and regulations and stock exchange listing requirements applicable to any purchase and sale of securities rights under this Section 3.1. In the event that the consideration to be provided to OWW in connection with the issuance of Equity Securities that resulted in this Section 3.1 being applicable is other than cash, then Travelport shall have the option of paying the purchase price in either paragraph (i) the form of such other consideration, if practicable, or (ii) cash, based on the Fair Market Value of the consideration being received by OWWg).

Equity Purchase Rights. So long as (a) In the members event that the Company shall sell or issue shares of Capital Stock of the Travelport Affiliated Group beneficially own, in the aggregate, Voting Company or securities containing options or rights to acquire any shares of Capital Stock entitled to fifty percent (50%) or more of the votes entitled Company to be cast by the then outstanding Voting Stockany Person, the members each Stockholder that beneficially owns Securities constituting more than 33% of the Travelport Affiliated Group Original Ownership of such Stockholder shall have the equity purchase rights set forth in this Section 3.1 (the “Equity Purchase Rights”); provided, that the members of the Travelport Affiliated Group shall not be entitled right to Equity Purchase Rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed, if any, prohibits purchase or limits the granting by OWW of such Equity Purchase Rights. As soon as practicable after determining to issue Equity Securities, but in any event at least five Business Days prior to the issuance of Equity Securities to any Person other than to a member of the Travelport Affiliated Group (and other than Equity Securities (i) if OWW then has outstanding Public Company Stock, issued under dividend reinvestment plans which offer Voting Stock to security holders at a discount from Average Market Price subscribe for its pro rata share (as defined below) no greater than of Common Stock on the same terms and conditions as such stock is customary for public corporations at being offered and sold, such timesubscription being conditioned upon the actual sale of such stock; PROVIDED, (ii) HOWEVER, that such equity purchase right shall not extend to shares of Capital Stock if such shares are to be issued by the Company to effect a merger, in connection with an arms-length acquisition approved by the Board of Directors of assets or securities of an unaffiliated third party, pursuant to employee stock option plans, employee stock purchase plans, restricted stock plans or other employee benefit plans or other agreements established exclusively for compensatory purposes, which plans or agreements have been or are approved by the IPO, (iii) issued Board of Directors of the Company in mergers, acquisitions and exchange offers accordance with the terms of this Agreement (including transactions any management performance options), under a plan of reorganization approved in respect a proceeding under any applicable act of which Travelport has provided its consent Congress relating to the reorganization of corporations, upon conversion of or exercise of convertible securities, warrants or options, or pursuant to Article Tenth of the Charter)a public offering, in connection with any debt financing obtained on an arms-length basis from or (iv) pursuant to its equity incentive plans with any unaffiliated third parties approved by its the Board of Directors), OWW shall notify Travelport in writing connection with any stock split or subdivision, stock dividend or recapitalization of such proposed issuance (which notice shall specify, to the extent practicable, the purchase price (Company or in connection with bona fide corporate partnering transactions or other consideration) for, and bona fide strategic transactions on terms and conditions of, such Equity Securities) and shall offer to sell to Travelport (which offer may be assigned by Travelport to another member of the Travelport Affiliated Group) at the purchase price (net of any underwriting discounts or commissions), if any, to be paid approved by the transferee(s) Board of such Equity Securities, an amount Directors the primary purpose of Equity Securities determined as provided below. Immediately after the amount of Equity Securities which are not to be sold to other Persons is known to OWW, it shall notify Travelport (or such assignee) of such amount. If such offer is accepted in writing within ten Business Days after the notice of such proposed sale (or such longer period as is necessary raise capital for the members Company. A Stockholder's pro rata share, for purposes of this SECTION 5.4, is the Travelport Affiliated Group to obtain any required regulatory approvals), OWW shall issue to such member ratio of the Travelport Affiliated Group an amount of Equity Securities (the “Equity Securities Amount”) equal to the product of (A) the quotient of (x) the number of shares of Voting Common Stock owned by the members of the Travelport Affiliated Group, in the aggregate, such Stockholder immediately prior to such issuance, assuming conversion and exercise of all convertible securities, rights and warrants, to the issuance of the Equity Securities by (y) the aggregate total number of shares of Outstanding Voting Common Stock owned by Persons other than by members of the Travelport Affiliated Group outstanding immediately prior to the issuance such issuance, assuming full conversion of any preferred stock of the Equity SecuritiesCompany and exercise of all outstanding convertible securities, multiplied by (B) the aggregate number of Equity Securities proposed rights, options and warrants to be issued by OWW to Persons other than to members acquire Common Stock of the Travelport Affiliated Group, rounded up to the nearest whole Equity Security. If, at the time of the determination of any Equity Securities Amount, any other Person has preemptive or other equity purchase rights similar to the Equity Purchase Rights, such Equity Securities Amount shall be recalculated to take into account the amount of Voting Stock to be sold to such Persons, rounding up such Equity Securities Amount to the nearest whole Equity Security. If OWW determines in good faith that, in light of the advice of an investment banking firm advising it or of its other financial advisors, it must consummate the issuance and sale of the Equity Securities prior to the members of the Travelport Affiliated Group having obtained any necessary regulatory approvals, OWW shall notify Travelport in writing of such determination and shall then be free so to consummate such issuance and sale without the members of the Travelport Affiliated Group having the right then to purchase their proportionate share of such Equity Securities; provided, however, that in such event the members of the Travelport Affiliated Group shall have the right to purchase from OWW, within 60 Business Days (or such longer period (up to two years) as is necessary for the members of the Travelport Affiliated Group to obtain such regulatory approvals) Voting Stock in an amount equal to the amount of Voting Stock it would have received had it been able to purchase (and, in the case of Equity Securities other than Voting Stock, securities exercisable or exchangeable for or convertible into Voting Stock) the Equity Securities offered to it pursuant to this Section 3.1, at a per share purchase price equal to the lower of (i) the sum of the purchase price (net of any underwriting discounts or commissions), if any, paid by the transferee(s) plus the exercise price, if any, of such Equity Securities, or (ii) the Average Market Price per share of Voting Stock and, if there is no Average Market Price, the Fair Market Value per share of Voting Stock, in each case, at the time of purchase by the applicable member(s) of the Travelport Affiliated Group. The purchase and sale of any Equity Securities pursuant to this Section 3.1 shall take place at 9:00 am on the latest of (i) the fifth Business Day following the acceptance of such offer, (ii) the Business Day on which such Equity Securities are issued to Persons other than the members of the Travelport Affiliated Group and (iii) the fifth Business Day following the expiration of any required governmental or other regulatory waiting periods or the obtaining of any required governmental or other regulatory consents or approvals, at the offices of Travelport indicated in Section 10.1 hereof, or at such other time and place in New York City as Travelport and OWW shall agree. At the time of purchase, OWW shall deliver to Travelport (or such assignee) certificates registered in the name of the appropriate member(s) of the Travelport Affiliated Group representing the shares purchased and Travelport shall transfer to OWW the purchase price in United States dollars by bank check or wire transfer of immediately available funds, as specified by OWW, to an account designated by OWW not less than five Business Days prior to the date of purchase. OWW and the members of the Travelport Affiliated Group will use their best efforts to comply as soon as practicable with all federal and state laws and regulations and stock exchange listing requirements applicable to any purchase and sale of securities under this Section 3.1. In the event that the consideration to be provided to OWW in connection with the issuance of Equity Securities that resulted in this Section 3.1 being applicable is other than cash, then Travelport shall have the option of paying the purchase price in either (i) the form of such other consideration, if practicable, or (ii) cash, based on the Fair Market Value of the consideration being received by OWWCompany.