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 10.1.1. From the Closing Date and for so long as the members Investor shall beneficially own either 5% of the Travelport Affiliated Group beneficially own, in the aggregate, Voting Class A Stock entitled to fifty percent (50%) or more 20% of the votes entitled to be cast by the then outstanding Voting Class B Stock, if the members Company proposes to issue for cash (excluding (i) grants of any options or any other rights to acquire Common Stock pursuant to Stock Plans or as otherwise described in Section 10.3 and issuance of Common Stock pursuant to any such options or other rights (as to which Investor will have the benefit of Section 10.3), (ii) issuance of shares of Common Stock upon the exercise of any options exercisable for Common Stock that are outstanding as of the Travelport Affiliated Group shall have the equity purchase rights set forth in this Section 3.1 Closing Date, (the “Equity Purchase Rights”); provided, that the members iii) issuance 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 shares of Common Stock is listedupon the conversion or exercise of any options, if anywarrants, prohibits rights 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 other securities convertible into or exercisable for Common Stock the issuance of which was subject to the provisions of this Section 10.1, (iv) issuance of shares of Common Stock in a Small Offering and (v) the reissuance of Common Stock purchased by the Company subsequent to the Closing Date) any Equity Securities ("Additional Equity") it shall give Investor at least ten days prior written notice (the "Issuance Notice") of such intention, describing the type of Equity, the estimated price and the other terms upon which the Company proposes to issue the Additional Equity and the estimated date of such issuance. If the Company intends to issue Additional Equity in a public offering, then the Issuance Notice may state both the minimum and maximum amount of Additional Equity that the Company intends to issue ("Issuance Range") together with both the minimum and maximum prices ("Price Range") that correspond with the Issuance Range. It is agreed that Investor shall have no more than 20 days from the date the Issuance Notice is received to agree to purchase all or any Person other than to a member portion 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 its Pro Rata Share (as defined below) no greater than is customary for public corporations at such time, (ii) issued pursuant of the Additional Equity by giving written notice to the IPO, Company of its desire to purchase the Additional Equity (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"Response Notice"), or (iv) pursuant subject to its equity incentive plans approved by its Board obtaining regulatory approval for such purchase and completion 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 Additional Equity Securities by (y) as contemplated in 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 Securitiesapplicable Issuance Notice, 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 and stating therein the amount of Voting Stock Additional Equity to be sold to such Persons, rounding up such Equity Securities Amount to the nearest whole Equity Securitypurchased. 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 Investor 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 use all reasonable efforts to obtain such regulatory approvals) Voting Stock in an amount equal approval. Such Response Notice shall constitute the irrevocable agreement of Investor to purchase the amount of Voting Stock it would have received had it been able to purchase (and, Additional Equity indicated 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, Response Notice at the time of price and upon the terms stated in the Issuance Notice. Any purchase by the applicable member(s) Investor of the Travelport Affiliated Group. The purchase and sale of any Additional Equity Securities pursuant to this Section 3.1 shall take place at 9:00 am be consummated 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 on which all other Additional Equity described in the applicable Issuance Notice is issued, except that such purchase may be up to 90 days later than such date if Investor cannot consummate such purchase due solely to the failure of purchase. OWW and the members of the Travelport Affiliated Group will use their best efforts Investor 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 OWWobtain regulatory approval.

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 (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.

Equity Purchase Rights. So long as the members of the Travelport AmerUs Affiliated Group beneficially own, in the aggregate, Voting Stock entitled to fifty percent (50%) directly or more indirectly, at least 50.1% of the votes entitled to be cast by voting power of the then outstanding Outstanding Voting Stock, the members of the Travelport AmerUs Affiliated Group shall have the equity purchase rights set forth in this Section 3.1 5.1 (the “"Equity Purchase Rights”"); provided, PROVIDED that the members of the Travelport AmerUs Affiliated Group shall not be entitled to Equity Purchase Rights rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed, if any, or the NASDAQ Stock Market Inc., in the case any Common Stock is listed on the NASDAQ National Market, prohibits or limits the granting by OWW the Company of such Equity Purchase RightsRights or to the extent that the purchase of Voting Stock by any member of the AmerUs Affiliated Group would cause the Company to be a member of an "affiliated group," as defined in Section 1504(a) of the Internal Revenue Code, which includes AMHC or AmerUs Group. 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 AmerUs Affiliated Group (and other than Equity Securities Purchase Shares (i) described in clause (x) of Section 3.1(vi) hereof, (ii) if OWW the Company then has outstanding Public Company Stock, issued under dividend reinvestment plans which offer Voting Stock to security holders securityholders at a discount from Average Market Price (as defined below) no greater than is then customary for public corporations at such timecorporation, (iiiii) issued pursuant to the IPO, Transactions or (iiiiv) issued in mergers, acquisitions and exchange offers (including transactions in respect of which Travelport has provided its consent pursuant to Article Tenth of the Charteroffers), or (iv) pursuant to its equity incentive plans approved by its Board of Directors), OWW the Company shall notify Travelport AMHC 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 AMHC (which offer may be assigned by Travelport AMHC to another member of the Travelport AmerUs 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 OWWthe Company, it shall notify Travelport AMHC (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 AmerUs Affiliated Group to obtain any required regulatory approvals), OWW the Company shall issue sell to such member of the Travelport AmerUs 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 AmerUs 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 AmerUs 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 the Company to Persons other than to members of the Travelport AmerUs 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 the Company 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 AmerUs Affiliated Group having obtained any the necessary regulatory approvals, OWW the Company shall notify Travelport AMHC in writing of such determination and shall then be free so to consummate such issuance and sale without the members of the Travelport AmerUs Affiliated Group having the right then to purchase their its proportionate share of such Equity SecuritiesPurchase Shares; providedPROVIDED, howeverHOWEVER, that in such event the members of the Travelport AmerUs Affiliated Group shall have the right to purchase from OWWthe Company, within 60 Business Days (or such longer period (up to two years) as is necessary for the members of the Travelport AmerUs 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 AmerUs 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 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 , Section 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 the 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 Citigroup Affiliated Group shall have the equity purchase rights set forth in this Section 3.1 4.1 (the “Equity Purchase Rights”), so long as the exercise of such Equity Purchase Rights is necessary in order to permit the members of the Citigroup Affiliated Group to continue to account for their investment in Primerica using the equity method of accounting; 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 Primerica 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 Person, other than to a member of the Travelport Citigroup Affiliated Group (and other than Equity Securities Purchase Shares issued (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 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)offers, or (iv) pursuant to its equity incentive plans approved plans, (v) in connection with third party transactions otherwise permitted by its Board the Primerica Charter to be consummated without the prior written consent of DirectorsCitigroup or (vi) pursuant to any provision of the Securities Purchase Agreement), OWW Primerica 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 OWWPrimerica, 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 Primerica 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 minimum amount reasonably determined by the members such member of the Travelport Citigroup Affiliated Group as is necessary to maintain equity method accounting for the Citigroup 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 Primerica 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 Primerica 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 proportionate share the number of such Equity SecuritiesPurchase Shares reasonably determined by such member of the Citigroup Affiliated Group as is necessary to maintain equity method accounting for the Citigroup Affiliated Group; provided, however, that in such event the members of the Travelport Citigroup Affiliated Group shall have the right to purchase from OWWPrimerica, 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 3.14.1, 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 such purchase by the applicable member(s) members of the Travelport Citigroup Affiliated Group. The purchase and sale of any Equity Securities Purchase Shares pursuant to this Section 3.1 4.1 shall take place at 9:00 am a.m. on the latest of (i) the fifth Business Day following the acceptance of such offer, (ii) the Business Day on which such Equity Securities Purchase Shares 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 Citigroup indicated in Section 10.1 9.1 hereof, or at such other time and place in New York City as Travelport Citigroup and OWW Primerica shall agree. At the time of purchase, OWW Primerica shall deliver to Travelport Citigroup (or such assignee) certificates (or, in the event that Primerica issues securities to a third party in an uncertificated form, other evidence of ownership) registered in the name of the appropriate member(s) members of the Travelport Citigroup Affiliated Group representing the shares purchased and Travelport the members of the Citigroup Affiliated Group shall transfer to OWW Primerica the purchase price in United States dollars by bank check or wire transfer of immediately available funds, as specified by OWWPrimerica, to an account designated by OWW Primerica not less than five Business Days prior to the date of purchase. OWW Primerica and the members of the Travelport Citigroup 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 OWW4.1.

Equity Purchase Rights. So long as Until the members of the Travelport Affiliated Group beneficially ownTrigger Date, 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 ---------------------- NWC shall have the equity purchase rights set forth in this Section 3.1 5.1 (the “"Equity Purchase Rights”"); provided, however, that the members of the Travelport Affiliated Group NWC 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 listedlisted or traded, if any, prohibits or limits the granting by OWW NFS 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 Nationwide Affiliated Group (and other than Equity Securities Purchase Shares (i) the issuance of which was consented to by Nationwide pursuant to Section 3.1 hereof, unless such consent specifically references and is conditioned on the exercise by Nationwide of Equity Purchase Rights, (ii) if OWW NFS then has outstanding Public Company Stock, issued under dividend reinvestment plans which that 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, (iiiii) issued pursuant to the IPOTransactions, or (iiiiv) issued in mergers, acquisitions and exchange offers (including transactions in respect of which Travelport has provided its consent pursuant to Article Tenth of the Charteroffers), or (iv) pursuant to its equity incentive plans approved by its Board of Directors), OWW NFS shall notify Travelport NWC 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 NWC (which offer may be assigned by Travelport NWC to another member of the Travelport Nationwide Affiliated Group) at the purchase price (net of any underwriting discounts or commissions, if any), 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 Persons other Persons than to NWC (or such assignee) is known to OWWNFS, it NFS shall notify Travelport NWC (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 Affiliated Group NWC (or such assignee) to obtain any required regulatory consents or approvals), OWW NFS shall issue sell to NWC (or such member of the Travelport Affiliated Group assignee) an amount of Equity Securities Purchase Shares (the “"Equity Securities Purchase Share Amount”") equal to the product of (Ax) the quotient of (x1) the aggregate number of shares of Voting Stock owned by the members of the Travelport Nationwide Affiliated Group, in the aggregate, Group immediately prior to the issuance of the Equity Securities Purchase Shares by (y2) the aggregate number of shares of Outstanding Voting Stock owned by Persons other than by the members of the Travelport Nationwide Affiliated Group immediately prior to the issuance of the Equity SecuritiesPurchase Shares, multiplied by (By) the aggregate number of Equity Securities proposed to be Purchase Shares being issued by OWW NFS to Persons other than to the members of the Travelport Nationwide 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 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 GroupPurchase Share. The purchase and sale of any Equity Securities Purchase shares pursuant to this Section 3.1 5.1 shall take place at 9:00 am a.m. on the latest of (i) the fifth Business Day following the acceptance of such offer, (ii) the Business Day on which such Equity Securities Purchase Shares are issued to Persons other than the members of the Travelport Affiliated Group NWC (or such assignee) 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 agreeNationwide. At the time of purchase, OWW NFS shall deliver to Travelport NWC (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 NWC (or such assignee). The purchase price shall be in United States dollars by bank check or wire transfer of immediately available funds, as specified by OWWNWC (or such assignee), to an account designated by OWW not less than five one Business Days Day prior to the date of purchase. OWW NFS and the members of the Travelport Affiliated Group NWC (or such assignee) 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 OWW5.1.

Equity Purchase Rights. So long as the 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 Citigroup Affiliated Group shall have the equity purchase rights set forth in this Section 3.1 4.1 (the “Equity Purchase Rights”), so long as the exercise of such Equity Purchase Rights is necessary in order to permit the members of the Citigroup Affiliated Group to continue to account for their investment in Primerica using the equity method of accounting; 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 Primerica 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 Person, other than to a member of the Travelport Citigroup Affiliated Group (and other than Equity Securities Purchase Shares issued (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 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)offers, or (iv) pursuant to its equity incentive plans approved plans, (v) in connection with third party transactions otherwise permitted by its Board the Primerica Charter to be consummated without the prior written consent of DirectorsCitigroup or (vi) pursuant to any provision of the Securities Purchase Agreement), OWW Primerica 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 OWWPrimerica, 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 Primerica shall issue sell to such member of the Travelport Citigroup Affiliated Group an amount of Equity Securities (the “Equity Securities Amount”) Purchase Shares equal to the product of (A) the quotient of (x) the number of shares of Voting Stock owned minimum amount reasonably determined by the members such member of the Travelport Citigroup Affiliated Group as is necessary to maintain equity method accounting for the Citigroup 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 Primerica 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 Primerica 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 proportionate share the number of such Equity SecuritiesPurchase Shares reasonably determined by such member of the Citigroup Affiliated Group as is necessary to maintain equity method accounting for the Citigroup Affiliated Group; provided, however, that in such event the members of the Travelport Citigroup Affiliated Group shall have the right to purchase from OWWPrimerica, 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 3.14.1, 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 such purchase by the applicable member(s) members of the Travelport Citigroup Affiliated Group. The purchase and sale of any Equity Securities Purchase Shares pursuant to this Section 3.1 4.1 shall take place at 9:00 am a.m. on the latest of (i) the fifth Business Day following the acceptance of such offer, (ii) the Business Day on which such Equity Securities Purchase Shares 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 Citigroup indicated in Section 10.1 9.1 hereof, or at such other time and place in New York City as Travelport Citigroup and OWW Primerica shall agree. At the time of purchase, OWW Primerica shall deliver to Travelport Citigroup (or such assignee) certificates (or, in the event that Primerica issues securities to a third party in an uncertificated form, other evidence of ownership) registered in the name of the appropriate member(s) members of the Travelport Citigroup Affiliated Group representing the shares purchased and Travelport the members of the Citigroup Affiliated Group shall transfer to OWW Primerica the purchase price in United States dollars by bank check or wire transfer of immediately available funds, as specified by OWWPrimerica, to an account designated by OWW Primerica not less than five Business Days prior to the date of purchase. OWW Primerica and the members of the Travelport Citigroup 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 OWW4.1.

Equity Purchase Rights. (a) So long as a Minority Stockholder shall hold all of its Shares or, if such Minority Stockholder holds less than all of its Shares, so long as the only Shares transferred by such Minority Stockholder were to Permitted Transferees of such Minority Stockholder or were transferred pursuant to the drag along rights of the members of the Travelport Travelers Affiliated Group beneficially ownpursuant to Section 3(g) hereof, in then until the aggregate, Voting earlier to occur of (i) the consummation of an initial public offering of shares of Common Stock entitled to fifty percent and (50%ii) the expiration or more early termination of the votes entitled to be cast by the then outstanding Voting StockRestricted Period, the members if TAP shall issue and sell shares 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 listedor any rights, if anyoptions or warrants to purchase, 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 securities convertible into or exchangeable for Common Stock (an "Equivalent") to any Person other than to a member of the Travelport Travelers 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 price per share or Equivalent (as defined belowafter making appropriate adjustments in the case of an Equivalent) no greater less 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 either (x) the number of price per share paid by such Minority Stockholder pursuant to its respective Stock Purchase Agreement (as adjusted for stock splits, stock dividends, combinations, reclassifications and other similar events affecting the outstanding 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 Common Stock) or (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 book value per share of Common Stock, then such Equity Securities; provided, however, that in such event the members of the Travelport Affiliated Group Minority Stockholder shall have the right to purchase from OWW, within 60 Business Days TAP (or such longer period (up to two yearsfrom members of the Travelers Affiliated Group) shares of Common Stock or Equivalents on the same terms and at the same purchase price as is necessary for the members of the Travelport Travelers Affiliated Group to obtain such regulatory approvals) Voting Stock are purchasing from TAP, in an amount equal sufficient to maintain such Minority Stockholder's relative ownership interest in TAP represented by 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 Shares and Equivalents previously acquired by such Minority Stockholder pursuant to this Section 3.15; provided, at a per share purchase price equal however that, notwithstanding anything to the lower contrary contained herein, such Minority Stockholder shall have no such rights in connection with an issuance and sale by TAP of shares of Common Stock or Equivalents pursuant to any employee, director, agency or similar benefit compensation or related plan, arrangement or agreement. For purposes of the foregoing, a Minority Stockholder's relative ownership interest shall be determined assuming that such Minority Stockholder owns any Shares that (i) the sum of the purchase price (net of any underwriting discounts or commissions), if any, paid shall have been transferred to and are then owned by the transferee(s) plus the exercise price, if any, an Affiliate of such Equity Securities, or Minority Stockholder and (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 that have been sold by the applicable member(s) of the Travelport Affiliated Group. The purchase and sale of any Equity Securities such Minority Stockholder-pursuant to this Section 3.1 shall take place at 9:00 am on the latest of (i3(g) 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 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 the members of the Travelport Affiliated AmerUs Control Group beneficially own, in the aggregate, Voting Stock entitled to fifty percent (50%) directly or more indirectly, at least 50.1% of the votes entitled to be cast by voting power of the then outstanding Outstanding Voting Stock, the members of the Travelport Affiliated AmerUs Control Group shall have the equity purchase rights set forth in this Section 3.1 5.1 (the “"Equity Purchase Rights”"); provided, PROVIDED that the members of the Travelport Affiliated AmerUs Control Group shall not be entitled to Equity Purchase Rights rights to the extent that the principal national securities exchange in the United States on which the Common Stock is listed, if any, or the NASDAQ Stock Market Inc., in the case any Common Stock is listed on the NASDAQ National Market, prohibits or limits the granting by OWW the Company of such Equity Purchase RightsRights or to the extent that the purchase of Voting Stock by any member of the AmerUs Control Group would cause the Company to be a member of an "affiliated group," as defined in Section 1504(a) of the Internal Revenue Code, which includes AMHC or AmerUs Group. 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 Affiliated AmerUs Control Group (and other than Equity Securities Purchase Shares (i) described in clause (x) of Section 3.1(vi) hereof, (ii) if OWW the Company then has outstanding Public Company Stock, issued under dividend reinvestment plans which offer Voting Stock to security holders securityholders at a discount from Average Market Price (as defined below) no greater than is then customary for public corporations at such timecorporation, (iiiii) issued pursuant to the IPO, Transactions or (iiiiv) issued in mergers, acquisitions and exchange offers (including transactions in respect of which Travelport has provided its consent pursuant to Article Tenth of the Charteroffers), or (iv) pursuant to its equity incentive plans approved by its Board of Directors), OWW the Company shall notify Travelport AMHC 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 AMHC (which offer may be assigned by Travelport AMHC to another member of the Travelport Affiliated AmerUs Control 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 OWWthe Company, it shall notify Travelport AMHC (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 Affiliated AmerUs Control Group to obtain any required regulatory approvals), OWW the Company shall issue sell to such member of the Travelport Affiliated AmerUs Control 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 Affiliated AmerUs Control 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 Affiliated AmerUs Control 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 the Company to Persons other than to members of the Travelport Affiliated Group, AmerUs Control 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 the Company 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 Affiliated AmerUs Control Group having obtained any the necessary regulatory approvals, OWW the Company shall notify Travelport AMHC in writing of such determination and shall then be free so to consummate such issuance and sale without the members of the Travelport Affiliated AmerUs Control Group having the right then to purchase their its proportionate share of such Equity SecuritiesPurchase Shares; providedPROVIDED, howeverHOWEVER, that in such event the members of the Travelport Affiliated AmerUs Control Group shall have the right to purchase from OWWthe Company, within 60 Business Days (or such longer period (up to two years) as is necessary for the members of the Travelport AmerUs 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) members of the Travelport Affiliated AmerUs Control Group. The purchase and sale of any Equity Securities Purchase Shares pursuant to this Section 3.1 5.1 shall take place at 9:00 am a.m. on the latest of (i) the fifth Business Day following the acceptance of such offer, (ii) the Business Day on which such Equity Securities Purchase Shares are issued to Persons other than the members of the Travelport Affiliated AmerUs Control 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 AMHC indicated in Section 10.1 11.1 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.place