Common use of Right to Request Registration Clause in Contracts

Right to Request Registration. At any time after the date hereof, upon the written request of any member of the Travelport Affiliated Group requesting that OWW effect the registration under the Securities Act of all or part of the Registrable Securities (a “Demand Registration”), OWW shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of such number of Registrable Securities requested to be so registered; provided, that OWW shall not be required to file a registration statement pursuant to this Section 5.2(a), (i) within a period of six months after the effective date of any other registration statement of OWW requested under this Section 5.2 or pursuant to which any member of the Travelport Affiliated Group shall have been given an opportunity to participate pursuant to Section 5.1 hereof, (ii) relating to an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if OWW is not, at the time, eligible to register shares of Common Stock on Form S-3 (or a successor form), or (iii) with respect to any offering that is not reasonably expected to yield gross proceeds of at least $50 million; provided, that in the event that the members of the Travelport Affiliated Group, collectively, do not own at the time of such request such amount of Registrable Securities of the kind and type being so registered that would be reasonably expected to yield gross proceeds of at least $50 million, then the restriction contained in clause (iii) of this Section 5.2(a) shall be disregarded with respect to such registration. Promptly after receipt of any such request for Demand Registration, OWW shall give written notice of such request to all other holders of Common Stock having rights to have their shares included in such registration and shall, subject to the provisions of Section 5.2(c) hereof, include in such registration all such Registrable Securities with respect to which each member of the Travelport Affiliated Group or such other stockholder has requested to be so registered.

Right to Request Registration. At Subject to the provisions hereof, at any time after and from time to time following the date hereofStart Date and prior to the Termination Date, upon the written Investor shall be entitled to request in writing (a “Registration Request”) (a) that the Company file a Registration Statement on Form S-3 (or an amendment or supplement to an existing registration statement on Form S-3) for a public offering of any member all or such portion of the Travelport Affiliated Group requesting Registrable Shares designated by the Investor pursuant to Rule 415 promulgated under the Securities Act or otherwise (an “S-3 Shelf Registration”), provided that OWW the Company is then eligible to use Form S-3 and provided, further, that the Investor may make such request on no more than two occasions (subject to the following sentence) or (b) that the Company file effect the registration under the Securities Act of all or any part of the Registrable Securities Shares by means other than an S-3 Shelf Registration (a “Demand Registration”), OWW shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of such number of Registrable Securities requested to be so registered; provided, that OWW the Investor may make such request no more than once per calendar year (subject to the following sentence). A Registration Request shall not be required to file a registration statement pursuant to count for purposes of the limitations in this Section 5.2(a), 2 if (i) within a period of six months after the effective date of any other Investor determines in good faith to withdraw the proposed registration statement of OWW requested under this Section 5.2 or pursuant prior to which any member the effectiveness of the Travelport Affiliated Group shall have been given an opportunity Registration Statement relating to participate pursuant such request due to Section 5.1 hereofmarketing conditions or regulatory reasons relating to the Company, (ii) the Registration Statement relating to an offering on a delayed or continuous basis pursuant such request does not become effective within 180 days of the date such Registration Statement is first filed with the SEC (other than solely by reason of the Investor having refused to Rule 415 (or any successor rule proceed) and the Investor withdraws such request prior to similar effect) promulgated under the Securities Act if OWW is notsuch Registration Statement becoming effective, at the time, eligible to register shares of Common Stock on Form S-3 (or a successor form), or (iii) with respect prior to any offering that is not reasonably expected to yield gross proceeds the sale of at least $50 million; provided, that 90% of the Registrable Shares included in the event that the members applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Travelport Affiliated GroupSEC or other governmental agency or court for any reason and the Company fails to have such stop order, collectivelyinjunction or other order or requirement removed, do not own at withdrawn or resolved to the time Investor’s reasonable satisfaction within thirty days of the date of such request such amount of Registrable Securities order, (iv) more than 10% of the kind and type being Registrable Shares requested by the Investor to be included in the registration are not so registered that would be reasonably expected included pursuant to yield gross proceeds Section 2(b) (or Section 4(b), as applicable) or (v) in the case of at least $50 millionan underwritten offering, then the restriction contained conditions to closing specified in clause (iii) of this Section 5.2(a) shall be disregarded the related underwriting agreement or purchase agreement entered into in connection with respect the registration relating to such registration. Promptly after receipt request are not satisfied or waived (other than as a result of any such request for Demand Registration, OWW shall give written notice of such request to all other holders of Common Stock having rights to have their shares included in such registration and shall, subject to a material default or breach thereunder by the provisions of Section 5.2(c) hereof, include in such registration all such Registrable Securities with respect to which each member of the Travelport Affiliated Group or such other stockholder has requested to be so registeredInvestor).

Right to Request Registration. At any time after that the date hereofCompany is eligible to use Form S-3 or any successor thereto, upon the written request of any member of the Travelport Affiliated Group requesting Holders shall be entitled to request that OWW effect the registration under the Securities Act Company file a Registration Statement on Form S-3 or any successor thereto for a public offering of all or part any portion of the Registrable Securities (a “Demand Registration”), OWW shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of such number of Registrable Securities requested to be so registered; provided, that OWW shall not be required to file a registration statement pursuant to this Section 5.2(a), (i) within a period of six months after the effective date of any other registration statement of OWW requested under this Section 5.2 or pursuant to which any member of the Travelport Affiliated Group shall have been given an opportunity to participate pursuant to Section 5.1 hereof, (ii) relating to an offering on a delayed or continuous basis Common Stock pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if OWW is notor otherwise. Upon such request, at the time, eligible Company shall use its reasonable best efforts (i) to register file a Registration Statement covering the number of shares of Registrable Common Stock specified in such request under the Securities Act on Form S-3 or any successor thereto (or an “S-3 Registration”) for public sale in accordance with the method of disposition specified in such request within 30 days of the Holders’ request therefor and (ii) to cause such S-3 Registration to be declared effective by the SEC as soon as reasonably practicable thereafter. A Holder shall be entitled, upon not less than 24 hours (given on a successor formbusiness day and effect at the same time on the next business day) prior written notice to the Company in the manner provided below, to sell such Registrable Common Stock as are then registered pursuant to such Registration Statement (each, a “Shelf Takedown”). The Holders shall be entitled to request that a Shelf Takedown shall be an underwritten offering; provided, or that (iiibased on then current market prices) with respect to any offering that is not reasonably expected to the number of shares of Registrable Common Stock included in such Shelf Takedown would yield gross proceeds to the Holders requesting such Shelf Takedown of at least $50 million; provided, that in 25,000,000. Each Holder shall also give the event that the members Company prompt written notice of the Travelport Affiliated Groupconsummation of such Shelf Takedown by such Holder. A notice of a proposed Shelf Takedown pursuant to this Section shall be given by e-mail and facsimile transmission to the Company’s Chief Financial Officer, collectivelywith a copy to designated counsel, do not own as provided in Section 11(a) hereof, and shall be effective when receipt of such notice has been confirmed telephonically. The Company agrees to waive such 24-hour notice period if at the time of such request such amount of notice is effective, the Prospectus included in the Registration Statement related to the Registrable Securities of the kind and type being so registered that would be reasonably expected to yield gross proceeds of at least $50 million, then the restriction contained in clause (iii) of this Section 5.2(a) shall be disregarded with respect to such registration. Promptly after receipt of any such request for Demand Registration, OWW shall give written notice of such request to all other holders of Common Stock having rights to have their shares included in such registration and shall, subject to the provisions of Section 5.2(c) hereof, include in such registration all such Registrable Securities with respect to which each member of the Travelport Affiliated Group or such other stockholder has requested proposed to be so registeredsold in the Shelf Takedown does not contain an untrue statement of a material fact and does not omit any material fact necessary to make the statements therein not misleading.

Right to Request Registration. At any time after Subject to the date provisions hereof, upon until the written request Termination Date, each Investor or any group of any member Investors shall have the right to make requests in writing (each, a “Request”) (which Request shall specify the Registrable Shares intended to be disposed and the intended method of distribution thereof) that the Travelport Affiliated Group requesting that OWW effect the registration under the Securities Act of Company register all or part of the Registrable Shares held by such Investor(s) on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or Form S-3 or any similar short-form registration (“Short-Form Registrations”), if available, provided that, in either case, the number of Registrable Shares included in the Request (i) would, if fully sold, yield gross proceeds to the Investor(s) making the Request of at least $200,000,000 (based on the then-current market prices of the Common Stock) or (ii) consists of all Registrable Shares then owned by 3G and all of the 3G Permitted Transferees, or Berkshire and all of the Berkshire Permitted Transferees, as applicable. The Investor(s) making any Request shall send a copy of such Request to the other Investors at the same time as it is sent to the Company, and each other Investor may elect to include Registrable Shares owned by it in the same registration by providing written notice of such election to the Company and the Investor(s) making the Request within five (5) Business Days of receiving the Request (which notice shall specify the Registrable Securities intended to be included). All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” Each Investor may request that the registration be made pursuant to Rule 415 under the Securities Act (an “S-3 Shelf Registration”) and, if the Company is a WKSI at the time any request for a Registration Statement is submitted pursuant to this Section 2(a) (a “Demand RegistrationRegistration Statement”) to the Company, that such S-3 Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). The Company shall file such Registration Statement as promptly as practicable, OWW but no later than the applicable Filing Deadline, and shall use its reasonable best efforts to effect, as expeditiously as possible, cause the registration Registration Statement to be declared effective or otherwise become effective under the Securities Act of such number of Registrable Securities requested to be so registered; providedas promptly as practicable but, that OWW shall not be required to file a registration statement pursuant to this Section 5.2(a)in any event, (i) within a period of six months after no later than the effective date of any other registration statement of OWW requested under this Section 5.2 or pursuant to which any member of the Travelport Affiliated Group shall have been given an opportunity to participate pursuant to Section 5.1 hereof, (ii) relating to an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if OWW is not, at the time, eligible to register shares of Common Stock on Form S-3 (or a successor form), or (iii) with respect to any offering that is not reasonably expected to yield gross proceeds of at least $50 million; provided, that in the event that the members of the Travelport Affiliated Group, collectively, do not own at the time of such request such amount of Registrable Securities of the kind and type being so registered that would be reasonably expected to yield gross proceeds of at least $50 million, then the restriction contained in clause (iii) of this Section 5.2(a) shall be disregarded with respect to such registration. Promptly after receipt of any such request for Demand Registration, OWW shall give written notice of such request to all other holders of Common Stock having rights to have their shares included in such registration and shall, subject to the provisions of Section 5.2(c) hereof, include in such registration all such Registrable Securities with respect to which each member of the Travelport Affiliated Group or such other stockholder has requested to be so registeredEffectiveness Deadline.

Right to Request Registration. At any time after that the date hereofCompany is eligible to use Form S-3 or any successor thereto, upon each Holder shall be entitled to request that the written request of Company file a Registration Statement on Form S-3 or any member of the Travelport Affiliated Group requesting that OWW effect the registration under the Securities Act successor thereto for a public offering of all or part any portion of the Registrable Securities (a “Demand Registration”), OWW shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of such number of Registrable Securities requested to be so registered; provided, that OWW shall not be required to file a registration statement pursuant to this Section 5.2(a), (i) within a period of six months after the effective date of any other registration statement of OWW requested under this Section 5.2 or pursuant to which any member of the Travelport Affiliated Group shall have been given an opportunity to participate pursuant to Section 5.1 hereof, (ii) relating to an offering on a delayed or continuous basis Common Stock pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if OWW is notor otherwise. Upon such request, at the time, eligible Company shall use its reasonable best efforts (i) to register file a Registration Statement covering the number of shares of Registrable Common Stock specified in such request under the Securities Act on Form S-3 or any successor thereto (or an “S-3 Registration”) for public sale in accordance with the method of disposition specified in such request within 30 days of the such Holder’s request therefor and (ii) to cause such S-3 Registration to be declared effective by the SEC as soon as reasonably practicable thereafter. A Holder shall be entitled, upon not less than 24 hours (given on a successor formbusiness day and effect at the same time on the next business day) prior written notice to the Company in the manner provided below, to sell such Registrable Common Stock as are then registered pursuant to such Registration Statement (each, a “Shelf Takedown”). The Holder shall be entitled to request that one such Shelf Takedown shall be an underwritten offering; provided, or that (iiibased on then current market prices) with respect to any offering that is not reasonably expected to the number of shares of Registrable Common Stock included in such Shelf Takedown would yield gross proceeds to the Holder(s) requesting such Shelf Takedown of at least $50 million; provided, that in 25,000,000. Each Holder shall also give the event that the members Company prompt written notice of the Travelport Affiliated Groupconsummation of such Shelf Takedown. A notice of a proposed Shelf Takedown pursuant to this Section shall be given by e-mail and facsimile transmission to the Company’s Chief Financial Officer, collectivelywith a copy to designated counsel, do not own as provided in Section 11(a) hereof, and shall be effective when receipt of such notice has been confirmed telephonically. The Company agrees to waive such 24-hour notice period if at the time of such request such amount of notice is effective, the Prospectus included in the Registration Statement related to the Registrable Securities of the kind and type being so registered that would be reasonably expected to yield gross proceeds of at least $50 million, then the restriction contained in clause (iii) of this Section 5.2(a) shall be disregarded with respect to such registration. Promptly after receipt of any such request for Demand Registration, OWW shall give written notice of such request to all other holders of Common Stock having rights to have their shares included in such registration and shall, subject to the provisions of Section 5.2(c) hereof, include in such registration all such Registrable Securities with respect to which each member of the Travelport Affiliated Group or such other stockholder has requested proposed to be so registeredsold in the Shelf Takedown does not contain an untrue statement of a material fact and does not omit any material fact necessary to make the statements therein not misleading.

Right to Request Registration. At any time after that the date hereofCompany is eligible to use Form S-3 or any successor thereto, upon and the written Company does not have an effective Shelf Registration Statement on Form S-3 on file with the SEC covering the Registrable Common Stock (an “Existing Shelf”), then each Holder shall be entitled to request of that the Company file a Registration Statement on Form S-3 or any member of the Travelport Affiliated Group requesting that OWW effect the registration under the Securities Act successor thereto for a public offering of all or part any portion of the Registrable Securities (a “Demand Registration”), OWW shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of such number of Registrable Securities requested to be so registered; provided, that OWW shall not be required to file a registration statement pursuant to this Section 5.2(a), (i) within a period of six months after the effective date of any other registration statement of OWW requested under this Section 5.2 or pursuant to which any member of the Travelport Affiliated Group shall have been given an opportunity to participate pursuant to Section 5.1 hereof, (ii) relating to an offering on a delayed or continuous basis Common Stock pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if OWW is notor otherwise. Upon such request, at the time, eligible Company shall use its reasonable best efforts (i) to register file a Registration Statement covering the number of shares of Registrable Common Stock specified in such request under the Securities Act on Form S-3 or any successor thereto (or together with the Existing Shelf, an “S-3 Registration”) for public sale in accordance with the method of disposition specified in such request within 30 days of the such Holder’s request therefor and (ii) to cause such S-3 Registration to be declared effective by the SEC as soon as reasonably practicable thereafter. A Holder shall be entitled, upon not less than 24 hours (given on a successor formbusiness day and effective at the same time on the next business day) prior written notice to the Company in the manner provided below, to sell such Registrable Common Stock as are then registered pursuant to such Registration Statement (each, a “Shelf Takedown”). The Holder shall be entitled to request that one such Shelf Takedown shall be an underwritten offering; provided, or that (iiibased on the closing sale price of the Common Stock as reported on NASDAQ on the date of the Company’s receipt of such request) with respect to any offering that is not reasonably expected to the number of shares of Registrable Common Stock included in such Shelf Takedown would yield gross proceeds to the Holder(s) requesting such Shelf Takedown of at least $50 million; provided, that in 25,000,000. Each Holder also shall give the event that the members Company prompt written notice of the Travelport Affiliated Groupconsummation of such Shelf Takedown. A notice of a proposed Shelf Takedown pursuant to this Section shall be given by e-mail and facsimile transmission to the Company’s Chief Financial Officer, collectivelywith a copy to designated counsel, do not own as provided in Section 11(a) hereof, and shall be effective when receipt of such notice has been confirmed telephonically. The Company agrees to waive such 24-hour notice period if at the time such notice is effective, the Prospectus included in the Registration Statement related to the Registrable Common Stock proposed to be sold in the Shelf Takedown does not contain any untrue statement of such request such amount of Registrable Securities a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in the light of the kind and type being so registered that would be reasonably expected to yield gross proceeds of at least $50 millioncircumstances under which they were made, then the restriction contained in clause (iii) of this Section 5.2(a) shall be disregarded with respect to such registration. Promptly after receipt of any such request for Demand Registration, OWW shall give written notice of such request to all other holders of Common Stock having rights to have their shares included in such registration and shall, subject to the provisions of Section 5.2(c) hereof, include in such registration all such Registrable Securities with respect to which each member of the Travelport Affiliated Group or such other stockholder has requested to be so registerednot misleading.

Right to Request Registration. At any time after that the date hereofCompany is eligible to use Form S-3 or any successor thereto, upon the written Holder shall be entitled to request of that the Company file a Registration Statement on Form S-3 or any member of the Travelport Affiliated Group requesting that OWW effect the registration under the Securities Act successor thereto for a public offering of all or part any portion of the Registrable Securities (a “Demand Registration”), OWW shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of such number of Registrable Securities requested to be so registered; provided, that OWW shall not be required to file a registration statement pursuant to this Section 5.2(a), (i) within a period of six months after the effective date of any other registration statement of OWW requested under this Section 5.2 or pursuant to which any member of the Travelport Affiliated Group shall have been given an opportunity to participate pursuant to Section 5.1 hereof, (ii) relating to an offering on a delayed or continuous basis Common Stock pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if OWW is notor otherwise. Upon such request, at the time, eligible Company shall use its reasonable best efforts (i) to register file a Registration Statement covering the number of shares of Registrable Common Stock specified in such request under the Securities Act on Form S-3 or any successor thereto (or an “S-3 Registration”) for public sale in accordance with the method of disposition specified in such request within 30 days of the Holder’s request therefor and (ii) to cause such S-3 Registration to be declared effective by the SEC as soon as reasonably practicable thereafter. The Holder shall be entitled, upon not less than 24 hours (given on a successor formbusiness day and effect at the same time on the next business day) prior written notice to the Company in the manner provided below, to sell such Registrable Common Stock as are then registered pursuant to such Registration Statement (each, a “Shelf Takedown”). The Holder shall be entitled to request that one such Shelf Takedown shall be an underwritten offering; provided, or that (iiibased on then current market prices) with respect to any offering that is not reasonably expected to the number of shares of Registrable Common Stock included in such Shelf Takedown would yield gross proceeds to the Holder of at least $50 million; provided, that in 25,000,000. The Holder shall also give the event that the members Company prompt written notice of the Travelport Affiliated Groupconsummation of such Shelf Takedown. A notice of a proposed Shelf Takedown pursuant to this Section shall be given by e-mail and facsimile transmission to the Company’s Chief Financial Officer, collectivelywith a copy to designated counsel, do not own as provided in Section 11(a) hereof, and shall be effective when receipt of such notice has been confirmed telephonically. The Company agrees to waive such 24-hour notice period if at the time of such request such amount of notice is effective, the Prospectus included in the Registration Statement related to the Registrable Securities of the kind and type being so registered that would be reasonably expected to yield gross proceeds of at least $50 million, then the restriction contained in clause (iii) of this Section 5.2(a) shall be disregarded with respect to such registration. Promptly after receipt of any such request for Demand Registration, OWW shall give written notice of such request to all other holders of Common Stock having rights to have their shares included in such registration and shall, subject to the provisions of Section 5.2(c) hereof, include in such registration all such Registrable Securities with respect to which each member of the Travelport Affiliated Group or such other stockholder has requested proposed to be so registeredsold in the Shelf Takedown does not contain an untrue statement of a material fact and does not omit any material fact necessary to make the statements therein not misleading.

Right to Request Registration. At any time after the date hereof, upon the written request of any member of the Travelport Citigroup Affiliated Group requesting that OWW TPC effect the registration under the Securities Act of all or part of the Registrable Securities (a “"Demand Registration”"), OWW TPC shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of such number of Registrable Securities requested to be so registered; provided, that OWW TPC shall not be required to file a registration statement pursuant to this Section 5.2(a7.2(a), (i) within a period of six months after the effective date of any other registration statement of OWW TPC requested under this Section 5.2 hereunder or pursuant to which any member of the Travelport Citigroup Affiliated Group shall have been given an opportunity to participate pursuant to Section 5.1 7.1 hereof, (ii) relating to an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if OWW TPC is not, at the time, eligible to register shares of Common Stock on Form S-3 (or a successor form), or (iii) with respect to any offering that is not reasonably expected to yield gross proceeds of at least $50 60 million; provided, that in the event that the members of the Travelport Citigroup Affiliated Group, collectively, do not own at the time of such request such amount of Registrable Securities of the kind and type being so registered that would be reasonably expected to yield gross proceeds of at least $50 60 million, then the restriction contained in clause (iii) of this Section 5.2(a7.2(a) shall be disregarded with respect to such registration. Promptly after receipt of any such request for Demand Registration, OWW TPC shall give written notice of such request to all other holders of Common Stock having rights to have their shares included in such registration and shall, subject to the provisions of Section 5.2(c7.2(c) hereof, include in such registration all such Registrable Securities with respect to which each member of the Travelport Citigroup Affiliated Group or such other stockholder has requested to be so registered.

Right to Request Registration. At any time after the date hereof, upon the written request of any member of the Travelport Affiliated AmerUs Control Group requesting that OWW the Company effect the registration under the Securities Act of all or part of the Registrable Securities Shares (a “"Demand Registration”"), OWW the Company shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of such number of Registrable Securities Shares requested to be so registered; provided, PROVIDED that OWW the Company shall not be required to file a registration statement pursuant to this Section 5.2(a7.2(a), (i) within a period of six months after the effective date of any other registration statement of OWW the Company requested under this Section 5.2 hereunder or pursuant to which any member of the Travelport Affiliated AmerUs Control Group shall have been given an opportunity to participate pursuant to Section 5.1 7.1 hereof, (ii) relating to an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if OWW the Company is not, at the time, eligible to register shares of Common Stock on Form S-3 (or a successor form), ) (iii) with respect to any offering which would cause the Company to violate the provisions of Section 521A.14 of the Iowa insurance laws or any successor provision; or (iiiiv) with respect to any offering that is not reasonably expected to yield gross proceeds of at least $50 20 million; provided, PROVIDED that in the event that the members of the Travelport Affiliated AmerUs Control Group, collectively, do not own at the time of such request such amount of Registrable Securities Shares of the kind and type being so registered that would be reasonably expected to yield gross proceeds of at least $50 20 million, then the restriction contained in clause (iii) of this Section 5.2(a7.2(a) shall be disregarded with respect to such registration. Promptly after receipt of any such request for Demand Registration, OWW the Company shall give written notice of such request to all other holders of Common Stock having rights to have their shares included in such registration and shall, subject to the provisions of Section 5.2(c7.2(c) hereof, include in such registration all such Registrable Securities Shares with respect to which each member of the Travelport Affiliated AmerUs Control Group or such other stockholder shareholder has requested to be so registered.

Right to Request Registration. At any time after that the date hereofCompany is eligible to use Form S-3 or any successor thereto, upon the written request of any member of the Travelport Affiliated Group requesting Holders shall be entitled to request that OWW effect the registration under the Securities Act Company file a Registration Statement on Form S-3 or any successor thereto for a public offering of all or part any portion of the Registrable Securities (a “Demand Registration”), OWW shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of such number of Registrable Securities requested to be so registered; provided, that OWW shall not be required to file a registration statement pursuant to this Section 5.2(a), (i) within a period of six months after the effective date of any other registration statement of OWW requested under this Section 5.2 or pursuant to which any member of the Travelport Affiliated Group shall have been given an opportunity to participate pursuant to Section 5.1 hereof, (ii) relating to an offering on a delayed or continuous basis Common Stock pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if OWW is notor otherwise. Upon such request, at the time, eligible Company shall use its reasonable best efforts (i) to register file a Registration Statement covering the number of shares of Registrable Common Stock specified in such request under the Securities Act on Form S-3 or any successor thereto (or an “ S-3 Registration ”) for public sale in accordance with the method of disposition specified in such request within 30 days of the Holders’ request therefor and (ii) to cause such S-3 Registration to be declared effective by the SEC as soon as reasonably practicable thereafter. A Holder shall be entitled, upon not less than 24 hours (given on a successor formbusiness day and effect at the same time on the next business day) prior written notice to the Company in the manner provided below, to sell such Registrable Common Stock as are then registered pursuant to such Registration Statement (each, a “ Shelf Takedown ”). The Holders shall be entitled to request that a Shelf Takedown shall be an underwritten offering; provided, or that (iiibased on then current market prices) with respect to any offering that is not reasonably expected to the number of shares of Registrable Common Stock included in such Shelf Takedown would yield gross proceeds to the Holders requesting such Shelf Takedown of at least $50 million; provided, that in 25,000,000. Each Holder shall also give the event that the members Company prompt written notice of the Travelport Affiliated Groupconsummation of such Shelf Takedown by such Holder. A notice of a proposed Shelf Takedown pursuant to this Section shall be given by e-mail and facsimile transmission to the Company’s Chief Financial Officer, collectivelywith a copy to designated counsel, do not own as provided in Section 11(a) hereof, and shall be effective when receipt of such notice has been confirmed telephonically. The Company agrees to waive such 24-hour notice period if at the time of such request such amount of notice is effective, the Prospectus included in the Registration Statement related to the Registrable Securities of the kind and type being so registered that would be reasonably expected to yield gross proceeds of at least $50 million, then the restriction contained in clause (iii) of this Section 5.2(a) shall be disregarded with respect to such registration. Promptly after receipt of any such request for Demand Registration, OWW shall give written notice of such request to all other holders of Common Stock having rights to have their shares included in such registration and shall, subject to the provisions of Section 5.2(c) hereof, include in such registration all such Registrable Securities with respect to which each member of the Travelport Affiliated Group or such other stockholder has requested proposed to be so registeredsold in the Shelf Takedown does not contain an untrue statement of a material fact and does not omit any material fact necessary to make the statements therein not misleading.

Right to Request Registration. At any time after the date hereof, upon the written request of any member of the Travelport Citigroup Affiliated Group requesting that OWW TPC effect the registration under the Securities Act of all or part of the Registrable Securities (a “"Demand Registration”") (other than the Initial Public Offering of TPC's Common Stock and the Concurrent Offering contemplated by the IPO S-1), OWW TPC shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of such number of Registrable Securities requested to be so registered; provided, that OWW TPC shall not be required to file a registration statement pursuant to this Section 5.2(a7.2(a), (i) within a period of six months after the effective date of any other registration statement of OWW TPC requested under this Section 5.2 hereunder or pursuant to which any member of the Travelport Citigroup Affiliated Group shall have been given an opportunity to participate pursuant to Section 5.1 7.1 hereof, (ii) relating to an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if OWW TPC is not, at the time, eligible to register shares of Common Stock on Form S-3 (or a successor form), or (iii) with respect to any offering that is not reasonably expected to yield gross proceeds of at least $50 60 million; provided, that in the event that the members of the Travelport Citigroup Affiliated Group, collectively, do not own at the time of such request such amount of Registrable Securities of the kind and type being so registered that would be reasonably expected to yield gross proceeds of at least $50 60 million, then the restriction contained in clause (iii) of this Section 5.2(a7.2(a) shall be disregarded with respect to such registration. Promptly after receipt of any such request for Demand Registration, OWW TPC shall give written notice of such request to all other holders of Common Stock having rights to have their shares included in such registration and shall, subject to the provisions of Section 5.2(c7.2(c) hereof, include in such registration all such Registrable Securities with respect to which each member of the Travelport Citigroup Affiliated Group or such other stockholder has requested to be so registered.

Right to Request Registration. At Subject to Section 2(a)(ii), at ----------------------------- any time or from time to time following the second anniversary of the Closing Date, any Stockholder shall have the right to request in writing (a "Demand ------ Request") (which request shall specify the number of Registrable Securities ------- intended to be disposed of by such Stockholder and the intended method of distribution thereof) that the Company register such Registrable Securities by filing with the SEC a Required Registration Statement. The Company will, within 10 days of receiving a Demand Request, give written notice thereof (a "Demand ------ Notice") to all remaining Stockholders and will, not later than the 60th ------ calendar day after the date hereofreceipt of such a Demand Request, upon the written request of any member of the Travelport Affiliated Group requesting that OWW effect the registration under the Securities Act of cause to be filed a Required Registration Statement covering all or part of the Registrable Securities which the Stockholders shall request in writing to be included in such Required Registration Statement (a “which written requests by the remaining Stockholders shall specify the number of Registrable Securities requested to be included and, if the initiator of the Demand Registration”)Request did not propose to sell through an Underwritten Offering, OWW the means of distribution, and which written request shall use its best efforts be given within 10 days of receipt of the Demand Notice) and any Ordinary Shares that the Company proposes to effectregister, as expeditiously as possible, providing for the registration under the Securities Act of such number of Registrable Securities requested to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of distribution thereof specified in such request (provided that the Company may delay such filing by not more than 120 -------- days if the Company, prior to the time it would otherwise have been required to file such Registration Statement, determines in good faith that the filing of the Registration Statement would require the disclosure of non-public material information that, in the reasonable judgment of the Company, would be detrimental to the Company if so registereddisclosed or would otherwise adversely affect a financing, acquisition, disposition, merger or other material transaction; provided, further that OWW shall not be required the Stockholders may -------- ------- withdraw the Demand Request upon prompt notice to file a registration statement pursuant to this Section 5.2(athe Company if such delay exceeds 30 days), (i) within and shall use its reasonable efforts to have such Required Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Required Registration Statement continuously effective for a period of six months after at least 180 calendar days following the date on which such Required Registration Statement is declared effective date (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto), including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Required Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration statement of OWW requested under this Section 5.2 form used by the Company for such Required Registration Statement or pursuant to which by the Securities Act, any member of the Travelport Affiliated Group shall have been given an opportunity to participate pursuant to Section 5.1 hereofstate securities or blue sky laws, (ii) relating to an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if OWW is not, at the time, eligible to register shares of Common Stock on Form S-3 (or a successor form), or (iii) with respect to any offering that is not reasonably expected to yield gross proceeds of at least $50 million; provided, that in the event that the members of the Travelport Affiliated Group, collectively, do not own at the time of such request such amount of Registrable Securities of the kind rules and type being so registered that would be reasonably expected to yield gross proceeds of at least $50 million, then the restriction contained in clause (iii) of this Section 5.2(a) shall be disregarded with respect to such registrationregulations thereunder. Promptly after receipt of any such request for Demand Registration, OWW shall give written notice of such request to all other holders of Common Stock having The registration rights to have their shares included in such registration and shall, subject granted pursuant to the provisions of this paragraph (a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 5.2(c) hereof, include in such registration all such Registrable Securities with respect to which each member of the Travelport Affiliated Group or such other stockholder has requested to be so registered2.

Right to Request Registration. At any time after So long as the date hereofCompany does not have an effective Shelf Registration Statement with respect to the Registrable Shares, upon the written XX XX WS may request of any member of the Travelport Affiliated Group requesting that OWW effect the registration under the Securities Act of all or part of the its Registrable Securities Shares (a “Demand Registration”), OWW shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of such number of Registrable Securities requested to be so registered; provided, that OWW shall not be required to file a registration statement pursuant to this Section 5.2(a), (i) within a period of six months after the effective date of any other registration statement of OWW requested under this Section 5.2 or pursuant to which any member of the Travelport Affiliated Group shall have been given an opportunity to participate pursuant to Section 5.1 hereof, (ii) relating to an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if OWW is not, at the time, eligible to register shares of Common Stock on Form S-3 (or a successor form), or (iii) with respect to any an anticipated aggregate offering that is not reasonably expected to yield gross proceeds price of at least $50 million; provided, that in the event that the members of the Travelport Affiliated Group, collectively, do not own 10.0 million at the any time of such request such amount of Registrable Securities of the kind and type being so registered that would be reasonably expected from time to yield gross proceeds of at least $50 million, then the restriction contained in clause time. Within seven (iii7) of this Section 5.2(a) shall be disregarded with respect to such registration. Promptly Business Days after receipt of any such request for Demand Registration, OWW the Company shall give written notice of such request to all other holders Holders of Common Stock having rights to have their shares included in such registration Registrable Shares, if any, and shall, subject to the provisions of Section 5.2(c2(d)(i) hereof, include in such registration all the number of Registrable Shares of such Holder up to an amount in proportion to the Registrable Securities Shares of XX XX WS that are to be included in the Demand Registration and with respect to which each member the Company has received written requests for inclusion therein within five (5) Business Days after the receipt of the Travelport Affiliated Group or Company’s notice; provided, that to the extent such other stockholder Holders wish to include additional Registrable Shares held by such Holders in the Demand Registration, such other Holders may request, within the same five Business Day notice period outlined above, that XX XX WS consider including such additional shares as Registrable Shares. Upon receipt of such notice, and subject to Section 2(d)(i), XX XX WS may elect to include or exclude such additional Registrable Shares from the Underwritten Offering in its sole and absolute discretion. The Company shall use commercially reasonable best efforts to file with the Commission following receipt of any such request for Demand Registration one or more registration statements with respect to all such Registrable Shares with respect to which the Company has requested received written requests for inclusion therein in accordance with this paragraph under the Securities Act (the “Demand Registration Statement”). The Company shall use commercially reasonable best efforts to cause such Demand Registration Statement to be so registereddeclared effective by the Commission as soon as practicable after the filing thereof. The Demand Registration Statement shall be on an appropriate form and the Registration Statement and any form of prospectus included therein (or prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders of shares registered on such Registration Statement may from time to time notify the Company. Following the receipt by the Company of any request for Demand Registration, subject to Section 2(d)(i), all of the Registrable Shares of any Holder electing to register Registrable Shares in accordance with this paragraph shall be included in the Demand Registration Statement without any further action by any Holder. XX XX WS may cause the Company to postpone or withdraw the filing or the effectiveness of a Demand Registration at any time in its sole discretion.

Right to Request Registration. At any time and from time to time ----------------------------- after the date hereof, upon the written request of any member of the Travelport PLMI Affiliated Group requesting that OWW AFG effect the registration under the Securities Act of all or part of the Registrable Securities Shares (a “"Demand ------ Registration”"), OWW AFG shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of such number of Registrable Securities Shares requested to be so registered; provided, however, that OWW AFG -------- ------- shall not be required to file a registration statement Registration Statement pursuant to this Section 5.2(a7.1(a), (i) within a period of six months after the effective date of any other registration statement Registration Statement of OWW AFG requested under this Section 5.2 or pursuant to which any member of the Travelport Affiliated Group shall have been given an opportunity to participate pursuant to Section 5.1 hereofhereunder, (ii) relating to an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if OWW AFG is not, at the time, eligible to register shares of Common Stock on Form S-3 (or a successor form), ) or (iii) with respect to any offering that is not reasonably expected to yield gross proceeds of at least $50 10 million; provided, that in the event that the members of the Travelport Affiliated Group, collectively, do not own at the time of such request such amount of Registrable Securities of the kind and type being so registered that would be reasonably expected to yield gross proceeds of at least $50 million, then the restriction contained in clause (iii) of this Section 5.2(a) shall be disregarded with respect to such registration. Promptly after receipt of any such request for a Demand Registration, OWW AFG shall give written notice of such request to all other holders of Common Stock having rights to have their shares included in such registration and shall, subject to the provisions of Section 5.2(c7.1(c) hereof, include in such registration all such Registrable Securities Shares with respect to which each member of the Travelport PLMI Affiliated Group or such other stockholder has requested to be so registered.

Right to Request Registration. At any time after the date ----------------------------- hereof, upon the written request of any member of the Travelport Nationwide Affiliated Group requesting that OWW NFS effect the registration under the Securities Act of all or part of the Registrable Securities Shares (a “"Demand Registration”"), OWW NFS shall use its best commercially reasonable efforts to effect, as expeditiously as possible, the registration under the Securities Act of such number of Registrable Securities Shares requested to be so registered; provided, however, that OWW NFS shall not be -------- ------- required to file a registration statement pursuant to this Section 5.2(a7.2 (a), (i) within a period of six months after the effective date of any other registration statement of OWW NFS requested under this Section 5.2 hereunder or pursuant to which any member of the Travelport Nationwide Affiliated Group shall have been given an opportunity to participate pursuant to Section 5.1 hereof, 7.l; (ii) relating to an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if OWW NFS is not, at the time, eligible to register shares of Common Stock on Form S-3 (or a successor form), or ; (iii) with respect to any offering that is not reasonably expected to yield gross proceeds of at least $50 20 million; provided, that or (iv) more than two times in the event that the members of the Travelport Affiliated Group, collectively, do not own at the time of such request such amount of Registrable Securities of the kind and type being so registered that would be reasonably expected to yield gross proceeds of at least $50 million, then the restriction contained any calendar year or more than four times in clause (iii) of this Section 5.2(a) shall be disregarded with respect to such registrationany five consecutive calendar years. Promptly As promptly as practicable after receipt of any such request for a Demand Registration, OWW NFS shall give written notice of such request to all other holders of Common Stock having rights to have their shares included in such registration and shall, subject to the provisions of Section 5.2(c) hereof7.2(c), include in such registration all such Registrable Securities Shares with respect to which each member of the Travelport Nationwide Affiliated Group or such other stockholder has requested to be so registered.

Right to Request Registration. At any time after following the date hereofsix-month anniversary of the consummation of the Merger and prior to the fourth anniversary of the consummation of the Merger, upon the written request of any member of the Travelport Affiliated Group requesting that OWW effect FRLP Group, Lomak will use all reasonable efforts promptly to file (but in any event within 90 days of such request) with the Securities and Exchange Commission ("Commission") a registration statement under the Securities Act of all or part Act, on such appropriate form as Lomak shall select, covering the Lomak Shares then proposed to be sold by such member of the Registrable Securities (a “Demand Registration”), OWW shall FRLP Group and will use its best all reasonable efforts to effect, cause such registration statement to become effective as expeditiously soon as possible, the registration under the Securities Act of practicable following such number of Registrable Securities requested to be so registeredrequest; provided, however, that OWW shall Lomak will not be required to file a any such registration statement pursuant during any period of time (not to this Section 5.2(a), exceed 60 days) when Lomak (i) within is contemplating a period of six months after the effective date of any other registration statement of OWW requested under this Section 5.2 or pursuant to which any member public offering of the Travelport Affiliated Group shall securities of Lomak or any subsidiary thereof and, in the judgment of the managing underwriter thereof (or Lomak, if such offering is not underwritten), such filing would have been given an opportunity to participate pursuant to Section 5.1 hereofa material adverse effect on the contemplated offering, (ii) relating is in possession of material information that it deems advisable not to an offering on then disclose in a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act if OWW is not, at the time, eligible to register shares of Common Stock on Form S-3 (or a successor form)registration statement, or (iii) with respect is engaged in any program for the repurchase of Lomak Voting Securities which program cannot be suspended without material adverse financial effects to Lomak or without breaching any offering that contractual obligations to which Lomak is not reasonably expected to yield gross proceeds of at least $50 millionsubject; provided, however, that in the event that the members such suspension of the Travelport Affiliated Group, collectively, do not own at obligation to file such registration statement resulting from the time occurrence of such request such amount of Registrable Securities of the kind and type being so registered that would be reasonably expected to yield gross proceeds of at least $50 million, then the restriction contained an event in clause (i), (ii) or (iii) or a series of similar or related events may not last in excess of 60 days without the consent of FRLP, which consent shall not be unreasonably withheld. In addition, Lomak shall not be required (i) to effect any registration pursuant to this Section 5.2(a4(a) shall unless Lomak Shares representing at least 33% of the initial number of Lomak Shares (subject to adjustment for any stock splits, stock dividends. stock combinations, recapitalizations or similar corporate changes) are to be disregarded with respect to such registration. Promptly after receipt of any such request for Demand Registration, OWW shall give written notice sold by the FRLP Group or if the sale of such request to all other holders of Common Stock having rights to have their shares included in such registration and shall, subject to the provisions of Lomak Shares would violate Section 5.2(c3(a)(ii) hereof, include in such registration all such Registrable Securities with respect or (ii) to which each consummate at the request of FRLP and/or any member of the Travelport Affiliated FRLP Group or more than one registered offering under this Section 4(a). Notwithstanding the foregoing, Lomak shall not be obligated to effect more than one registration pursuant to this Section 4(a), but such other stockholder has requested obligation shall not be deemed to be so registeredhave been satisfied until the sale of the registered shares is consummated.