Sabre Corporation Common Stock, Par Value $0.01 per Share Underwriting AgreementUnderwriting Agreement • February 2nd, 2015 • Sabre Corp • Services-computer programming, data processing, etc. • New York
Certain stockholders of Sabre Corporation, a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Goldman, Sachs & Co. and Merrill, Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (in such capacity, the “Representatives”) an aggregate of [ ] shares of common stock, par value $0.01 per share (“Stock”) of the Company and, at the election of the Underwriters, up to [ ] additional shares of Stock. The aggregate of [ ] shares of Stock to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [ ] additional shares of Stock to be sold by the Selling Stockholders at the election of the Underwriters is herein called the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof be
SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT BY AND AMONG TPG PARTNERS IV, L.P., TPG PARTNERS V, L.P., TPG FOF V-A, L.P., TPG FOF V-B, L.P., SILVER LAKE PARTNERS II, L.P., SILVER LAKE TECHNOLOGY INVESTORS II, L.P., SOVEREIGN CO-INVEST, LLC AND...Stockholders’ Agreement • February 2nd, 2015 • Sabre Corp • Services-computer programming, data processing, etc. • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of , is made by and among TPG, Silver Lake and Sovereign Co-Invest (each as defined below and collectively, the “Principal Stockholders”) and such other Persons (as defined below) who may become party to this agreement from time to time in accordance with the provisions herein (collectively, with TPG, Silver Lake and Sovereign Co-Invest, the “Stockholders”), and Sabre Corporation (f/k/a Sovereign Holdings, Inc.), a Delaware corporation (the “Company”). This Agreement amends and restates in its entirety the Amended and Restated Stockholders’ Agreement by and among TPG, Silver Lake, Sovereign Co-Invest and Sabre Corporation dated as of April 23, 2014 (the “Existing Stockholders’ Agreement”), which amended and restated in its entirety the Stockholders’ Agreement by and among TPG, Silver Lake, Sovereign Co-Invest and Sabre Corporat
