AGREEMENT AND PLAN OF MERGER by and among Toro Private Holdings III, Ltd., Toro Private Holdings IV, Ltd. (following the execution of a joinder) and Travelport Worldwide Limited Dated as of December 9, 2018Merger Agreement • December 10th, 2018 • Travelport Worldwide LTD • Transportation services • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 9, 2018, by and among Toro Private Holdings III, Ltd., a private limited company organized under the laws of England and Wales (“Parent”), following the execution of the Joinder, Toro Private Holdings IV, Ltd., a Bermuda exempted company and a wholly owned subsidiary of Parent (“Merger Sub”), and Travelport Worldwide Limited, a Bermuda exempted company (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
VOTING AGREEMENTVoting Agreement • December 10th, 2018 • Travelport Worldwide LTD • Transportation services • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 9, 2018 by and among Travelport Worldwide Limited, a Bermuda exempted company (the “Company”), and each Person identified on Exhibit A attached hereto (the “Shareholders” and each a “Shareholder”).
