MASTER LICENSE AGREEMENT by and among GALILEO INTERNATIONAL TECHNOLOGY, LLC AND GALILEO INTERNATIONAL, LLC AND ORBITZ, LLC AND

GALILEO INTERNATIONAL
TECHNOLOGY, LLC

By:

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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

Title:  Director/Manager

GALILEO INTERNATIONAL, LLC

By:

/s/ ▇▇▇▇ ▇. ▇▇▇▇

Name:  ▇▇▇▇ ▇. ▇▇▇▇

Title:  Executive Vice President and General Counsel

ORBITZ, LLC

By:

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇

Name:  ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇

Title:  Senior Vice President and General
Counsel, Orbitz Worldwide

EBOOKERS LIMITED

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇

Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇

Title:  Director

DONVAND LIMITED

By:

./s/ ▇▇▇▇ ▇▇▇▇▇

Name:  ▇▇▇▇ ▇▇▇▇▇

Title:  Director

TRAVELPORT FOR BUSINESS, INC.

By:

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇

Name:  ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇

Title:  Senior Vice President and General
Counsel, Orbitz Worldwide

ORBITZ DEVELOPMENT, LLC.

By:

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇

Name:  ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇

Title:  Senior Vice President and General
Counsel, Orbitz Worldwide

NEAT GROUP CORPORATION

By:

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇

Name:  ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇

Title:  Senior Vice President and General
Counsel, Orbitz Worldwide

Licensed Items:

AFO, CarBookers, Dynamic Packaging (DP), and Insurance Bookers, as further defined on Exhibit A hereto (“ebookers Technology”):

Licensor(s):

ebookers Limited (“ebookers”)

Licensee(s):

Galileo International, LLC and Galileo International Technology, LLC

Scope of Use:

Each Licensee is hereby granted a worldwide, perpetual, non-exclusive, royalty-free, fully paid license to use and otherwise exploit the existing ebookers Technology, in both object code and source code forms, without any restriction except as expressly set forth in this Schedule 1. Without limiting the foregoing, the foregoing license grant permits each Licensee to copy, modify, reproduce, publish, display, create Improvements to, distribute, and/or combine or include the ebookers Technology with any other products or intellectual property. Each Licensee will own any Improvements to the ebookers Technology which are acquired or developed by such Licensee from and after the Effective Date, subject to Licensor’s ownership of the underlying Licensed Materials.

Maintenance

And Support:

No Party will have any ongoing maintenance or support obligations to any other Party with respect to the ebookers Technology.

License Fee/

Royalty:

Travelport will pay the Travelport License Fee as set forth in, and in accordance with, the procedure set forth in Section 1.3 of the Master License Agreement as

consideration, inter alia, for all rights granted to it and its Affiliates hereunder.

Permitted

Sublicensing:

Each Licensee may sublicense its rights hereunder to the ebookers Technology to (a) outsourcers, applications development and maintenance providers and other contractors providing products or services for such Licensee or its Affiliates, but only for purposes of such persons’ provision of such products or services to such Licensee or its Affiliates, (b) such Licensee’s Affiliates, without any restriction, and (c) any other Person, without any restriction; provided, that, with respect to (c), a Licensee may not sublicense the ebookers Technology to any third party that is not an Affiliate of Licensee for any Competitive Use by such third party, unless Licensee incorporates or uses the ebookers Technology with another product or service of such Licensee or one of its Affiliates to enhance or improve a product or service thereof (but not to provide the eBookers Technology to third parties on a stand-alone basis).

Licensed Items:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as further defined on Exhibit B hereto, and Corporate Travelpoint

Licensor(s):

Galileo International, LLC and Galileo International Technology, LLC

Licensee(s):

Travelport for Business Inc. and Orbitz, LLC

Scope of Use:

Licensors hereby agree to appoint each Licensee, for a term of (***) beginning on the Effective Date, as a non-exclusive reseller of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to a value-added reseller agreement containing terms and conditions in accordance with this Schedule 2 and otherwise consistent with Licensor’s standard terms and conditions (including with respect to termination) for value-added resellers of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; provided, that Licensees may only resell ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ subject to a use restriction that it may only be connected to a GDS owned or operated by Licensors, or another GDS that Licensors have made generally available via ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, subject in each such instance to Licensors’ prior approval, which shall not be unreasonably withheld (such value-added reseller agreement, the “VAR Agreement”). Following development of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Licensor shall provide reasonable advance notice to Licensees of Licensor’s ability to begin permitting value added resale of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and the parties shall negotiate in good faith the terms of such VAR Agreement, such terms to be in accordance with this Schedule 2 and otherwise commercially reasonable in all respects.

Each Licensee is also hereby granted, for the foregoing three-year term, a worldwide, non-exclusive, royalty-free, fully paid license to copy, use, modify, distribute and create Improvements to the documentation for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

provided by Licensors, solely in connection with their support of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to each Licensee’s end-users and other customers (for the avoidance of doubt, there may be no modifications or Improvements made to any trademarks appearing in such documentation). Upon the termination of the foregoing license, each Licensee shall provide each Licensor with an electronic copy of all Improvements to the documentation for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ created by such Licensee. Each Licensee hereby grants to each Licensor a worldwide, perpetual, irrevocable, transferable, sublicensable, fully paid and royalty-free, non-exclusive license to use and otherwise exploit such Improvements without any restriction.

Licensees shall assign to a Licensor or its designee, as directed by Licensors, the contracts of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ customers (a) who have not migrated to the Platform (as defined on Exhibit G) upon the conclusion of Licensees’ support services (as described below) or (b) if either Licensee ceases to provide online booking tools to corporations, in each case (x) so long as such contracts contain only terms and conditions that have been approved by Licensor pursuant to the VAR Agreement and (y) as soon as practicable following the occurrence of (a) or (b) above. Licensor may elect whether to have any other contracts assigned (after a reasonable period of review); any contracts not assigned must be terminated by the Licensees.

Maintenance

And Support:

Licensees shall continue providing implementation and level 1 help desk services for end-users and other customers that use ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to a license from a Licensor, which services shall be substantially the same as, and provided at substantially the same scope and level as, the services and service levels that Licensees provide as of the Effective Date to users of Travelport Classic. The foregoing support shall be provided for 3 years unless (x) extended by mutual agreement of the parties or (y) earlier terminated in a Licensor’s sole discretion (upon any such termination, Licensees shall provide Licensors with appropriate transition services). In exchange for the foregoing support, each Licensor shall pay Licensees a Maintenance and Support fee equal to Licensees’ incremental cost to provide such support to such Licensor plus (***).

Source Code:

Within sixty (60) days following the Effective Date, Licensors and Licensees shall enter into a mutually agreeable software escrow agreement with a mutually agreeable software escrow agent to implement and maintain a software escrow of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Immediately following the execution of such agreement, and thereafter on an annual basis or, if sooner, after any material change to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Source Code for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will be promptly placed into escrow in favor of Licensees. Licensees shall pay the cost of the foregoing escrow arrangements.

Such escrow agreement shall, in addition to terms reasonable and customary for such agreements in similar circumstances, provide that the source code to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will be released (solely for use as permitted by the license granted under this Schedule 2) to a Licensee immediately upon such Licensee’s request: (a) if Licensors fail to provide support for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at a level at least consistent with the level of support that Licensors provide for Corporate Travelpoint as of the Effective Date (other than due to a termination of such support by Licensor for cause or by Licensee for convenience), (b) upon a Release Event with respect to the ultimate parent entity of Licensor (or, for the avoidance of doubt, to the extent this License Agreement is assigned by Licensor, a Release Event with respect to the ultimate parent company of the then-current assignee) or (c) upon termination of the VAR Agreement (or this License Agreement, if such VAR Agreement is not in effect) by Licensee for cause (such release under this clause (c) to be only to such Licensee(s) that terminate the applicable agreement). In the event of any release of source code, from escrow or directly from Licensors, Licensors will provide reasonable transition training and implementation support with respect to such source code, at Licensors’ cost plus a reasonable margin. Following such training and implementation support, Licensors shall have no further support obligations with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ under this License Agreement.

License Fee/

Royalty:

Licensees shall retain any fees paid by end users and other customers for use of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and Licensors shall retain any fees paid by travel suppliers for bookings made via ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. An Orbitz Party will pay the Orbitz

License Fee as set forth in, and in accordance with, the procedure set forth in Section 1.3 of the Master License Agreement as consideration, inter alia, for all rights granted to it and its Affiliates hereunder.

Permitted

Sublicensing:

Each Licensee may grant sublicenses to use ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ only as permitted under, and in accordance with, the VAR Agreement, to such Licensee’s end-users and other customers.

Other Terms:

Each Licensee acknowledges and agrees that (i) such Licensee shall not remove or otherwise alter any trademark, branding, logo, slogan, attribution or other source or product identifier that appears on or is included in the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ product; provided, that the foregoing restriction shall not apply if Licensors do not impose a similar requirement generally upon their other third party resellers of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ product, (ii) all ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ bookings must be directed through a GDS owned by Travelport or its Affiliates, or another GDS that Licensors have made generally available via ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, subject in each such instance to Licensors’ prior approval as to such GDS and the terms applicable to any such connection, such approval not be unreasonably withheld and (iii) such Licensee may not solicit any customer of Travelport or its Affiliates that currently use ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.

Licensors will not market these Licensed Materials using the name “Matrix.”

Licensed Items:

The Orbitz wire frames, look and feel and user interface, as further defined on Exhibit C hereto (the “Look and Feel”)

Licensor(s):

Orbitz, LLC

Licensee(s):

Galileo International, LLC and Galileo International Technology, LLC

Scope of Use:

Each Licensee is hereby granted a worldwide, perpetual, non-exclusive, royalty-free, fully paid license to integrate, use, create Improvements to, publicly display and otherwise exploit the Look and Feel, in connection with the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ product (including any modified versions thereof and successor products). Without limiting the foregoing, the foregoing license grant permits each Licensee to create Improvements to the Look and Feel, which Improvements shall be owned by the applicable Licensee.

Licensee agrees to use commercially reasonable efforts to modify the Look and Feel (such modified Look and Feel, the “Modified Look and Feel”) for future versions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Licensor acknowledges and agrees that Licensee may use the Modified Look and Feel in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and any “business to business” products of Licensee or its Affiliates. It is the intention of the Parties that their respective ‘look and feel’ will diverge over time.

No Licensee shall intentionally copy any modifications made by the Orbitz Parties to the Look and Feel following the Effective Date. To the extent that a Licensee makes reasonable modifications to the Look and Feel in connection with future versions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or with other “business to business” products of Licensee or its

Affiliates and does not intentionally copy any modifications made by the Orbitz Parties to the Look and Feel following the Effective Date, each Orbitz Party hereby, on behalf of it and its Affiliates (and their respective successors and assigns), irrevocably waives, settles, releases, and forever discharges any and all claims, suits, causes of actions, damages, losses, costs, expenses and other liabilities and amounts, known and unknown, whether in law or in equity, that they may have against such Licensee, its Affiliates and their permitted sublicensees, and all of the foregoing entities’ respective successors and assigns, with respect to the Modified Look and Feel.

Licensor shall not intentionally copy any aspect of the Modified Look and Feel created by the Travelport Parties following the Effective Date. To the extent that Licensor makes reasonable modifications to the Look and Feel in connection with future versions of the Look and Feel and does not intentionally copy any aspect of the Modified Look and Feel created by the Travelport Parties following the Effective Date, each Travelport Party hereby, on behalf of it and its Affiliates (and their respective successors and assigns), irrevocably waives, settles, releases, and forever discharges any and all claims, suits, causes of actions, damages, losses, costs, expenses and other liabilities and amounts, known and unknown, whether in law or in equity, that they may have against Licensor, its Affiliates and their permitted sublicensees, and all of the foregoing entities’ respective successors and assigns, with respect to the Modified Look and Feel.

Maintenance

And Support:

Not applicable.

License Fee/

Royalty:

Travelport will pay the Travelport License Fee as set forth in, and in accordance with, the procedure set forth in Section 1.3 of the Master License Agreement as consideration, inter alia, for all rights granted to it and its Affiliates hereunder.

Permitted

Sublicensing:

Each Licensee may sublicense its rights hereunder to the Look and Feel and the Modified Look and Feel to

(a) outsourcers, applications development and maintenance providers and other contractors providing products or services for such Licensee or its Affiliates, but only for purposes of such persons’ provision of such products or services to such Licensee or its Affiliates, (b) such Licensee’s Affiliates, without any restriction, and (c) any other Person, in each case solely to the extent reasonably associated with the “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇” product (including any modified versions thereof and successor products) and, with respect to the Modified Look and Feel, any “business to business” products of such Licensee or its Affiliates.

Quality

Control:

With respect to those aspects of the Look and Feel that are legally protectable as trade dress (but not, for the avoidance of doubt, the Modified Look and Feel, except to the extent that aspects of such Modified Look and Feel are confusingly similar to aspects of the Look and Feel that are legally protectable as trade dress):

·  The Look and Feel may be used only (i) in the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ product (including any modified versions thereof and successor products) and (ii) in combination or in conjunction with the same other logos, designs, symbols and trademarks or modifying words or terms as Licensee uses in connection with its and its Affiliates’ other “business to business” products as of the Effective Date.

·  Licensee hereby covenants that it (i) shall comply with (1) Licensor’s quality control and usage guidelines generally applied by Licensor to the Look and Feel, and (2) all applicable laws, rules, and regulations in connection with its use of the Look and Feel; and (ii) shall not, subject to Licensee’s rights under the “Scope of Use” section above, (1) take any action that would jeopardize or impair Licensor’s ownership of the Look and Feel, or the Look and Feel’s legality and/or enforceability, (2) take any action that would disparage or diminish the goodwill, reputation, or value of the Look and Feel, (3) either directly or indirectly, apply for the registration of the Look and Feel or any variation thereon, or any trade dress which contains or is similar to, the Look and Feel.

·  Licensor shall have the right to review the manner in which Licensee uses the Look and Feel, including the right to periodically promptly receive samples from Licensee of materials on which Licensee uses the Look and Feel.

·  Licensee acknowledges and agrees that its use of the Look and Feel under this Schedule shall inure to the benefit of Licensor, and this Schedule 3 does not confer on Licensee any goodwill or ownership interest in the Look and Feel.

Termination:

If Licensor determines, in its reasonable, good faith discretion, that Licensee has failed to comply with the quality control provisions of this Schedule 3, Licensor shall have the right to terminate its license to Licensee of the Look and Feel, if Licensee has failed to cure such non-compliance within (***) after written notice thereof. The foregoing termination right shall be without prejudice to any rights of Licensor to obtain any temporary restraining order, preliminary injunction or other temporary relief. Any dispute regarding Licensor’s right to exercise the foregoing termination right shall be resolved pursuant to arbitration, as set forth in Section 6.6(b) of the Agreement.

Licensed Items:

Travelport Classic (Highwire), as further defined on Exhibit D hereto

Licensor(s):

Travelport for Business Inc.

Licensee(s):

Galileo International, LLC and Galileo International Technology, LLC

Scope of Use:

Each Licensee is hereby granted a worldwide, perpetual, non-exclusive, royalty-free, fully paid license to use and otherwise exploit Travelport Classic, in both object code and source code forms, without any restriction except as expressly set forth in this Schedule 4. Without limiting the foregoing, the foregoing license grant permits each Licensee to copy, modify, reproduce, publish, display, create Improvements to, distribute, and/or combine or include Travelport Classic with any other products or intellectual property. Each Licensee will own any Improvements to Travelport Classic which are acquired or developed by such Licensee from and after the Effective Date, subject to Licensor’s ownership of the underlying Licensed Materials.

Maintenance
And Support:

Licensor will provide users of Travelport Classic with maintenance (including enhancements, upgrades and updates) and support (pursuant to a service level agreement), at the same scope and level as currently provided, and will continue to offer such maintenance and support services for at least (***) from and after the Effective Date. At anytime after the (***) anniversary date of the Effective Date, maintenance and support may be terminated upon (***) written notice to the other parties to this License Agreement. All users of Travelport Classic shall pay the applicable fees for such maintenance

and support services directly to Orbitz, and any new users of Travelport Classic that choose to receive maintenance and support services shall also pay the applicable Maintenance and Support fees directly to Orbitz.

The parties acknowledge that, at such time as Licensor is no longer both (a) providing support for any of Licensor’s users of Travelport Classic and (b) obligated to provide support to any users of Travelport Classic, the incremental cost of continuing to provide support to Licensees may be higher. Licensor shall provide Licensees with as much advanced notice of any materially higher costs as soon as is reasonably practicable under the circumstances. If any Licensee elects not to pay such higher costs, such Licensee will provide Licensor with written notice thereof, and Licensor will no longer be obligated to provide such support for such Licensee as of the date set forth in such notice (or if no date is set forth, then effective as of thirty (30) days after receipt of such notice).

Source Code:

Licensor will deliver a copy of Travelport Classic (in both object code and source code forms) to Travelport immediately following execution of the Master License Agreement, for distribution to each Licensee.

License Fee/
Royalty:

Travelport will pay the Travelport License Fee as set forth in, and in accordance with, the procedures set forth in Section 1.3 of the Master License Agreement as consideration for, inter alia, all rights granted to it and its Affiliates hereunder.

Permitted
Sublicensing:

Each Licensee may sublicense its rights hereunder to Travelport Classic to (a) outsourcers, applications development and maintenance providers and other contractors providing products or services for such Licensee or its Affiliates, but only for purposes of such persons’ provision of such products or services to such Licensee or its Affiliates, (b) such Licensee’s Affiliates, without any restriction, and (c) any other Person, without any restriction; provided, that, with respect to (c), a Licensee may not sublicense Travelport Classic any third party that is not an Affiliate of Licensee for any Competitive Use by such third party, unless Licensee incorporates or uses Travelport Classic with another

product or service of such Licensee or one of its Affiliates to enhance or improve a product or service thereof (but not to provide Travelport Classic to third parties on a stand-alone basis).

Licensed Items:

Corporate Agency Reseller, including all APIs and web services that Licensor or its Affiliates may develop or implement that relate to, or are needed to access or develop Improvements to, the foregoing (“CAR”).

Licensor(s):

Orbitz Development, LLC

Licensee(s):

Galileo International, LLC and Galileo International Technology, LLC

Note:

Except as noted under the Scope of Use in this Schedule 5, all of Licensor’s obligations regarding CAR shall be effective at such time as CAR is developed and launched on the Platform (as defined on Exhibit G) (the “CAR Launch Date”).

Scope of Use:

Each Licensee is hereby granted (a) the right to use and distribute CAR (including any Improvements to CAR that Licensors may develop) and (b) a worldwide, perpetual, non-exclusive, royalty-free, fully paid license to use and otherwise exploit CAR, in both object code and source code forms, in each case, solely to provide corporations or other entities (either directly or through Licensee’s and their Affiliates’ travel agent customers) with corporate travel booking, fulfillment and ancillary services. The foregoing rights grants to each Licensee hereunder are a present grant made as of the Effective Date.

As more specifically set forth in a white label services agreement to be entered into between Licensor and Licensees, Licensor will provide (except following, and to the extent of, any release of any source code for CAR to Licensees) white label services to each of the Licensees, including infrastructure, technology and support and access to web services and APIs on terms (including price) no less

Licensor shall:  (i) upon a Licensee’s request, meet with such Licensee to discuss such Licensee’s desired requirements and other development requests for CAR and, to the extent that such Licensee proposes modifications or new functionality for CAR, such Licensee shall be allowed to participate in Licensor’s meetings where the requested modifications or new functionalities are discussed, (ii) offer all Licensees the opportunity to participate in all meetings, committees, focus groups, forums and panels that Licensor may organize for users of CAR, (iii) review and evaluate each Licensee’s requests for modifications to CAR using the same evaluation and prioritization process used for Licensor’s own internal requests for modifications to CAR, and shall afford Licensee’s requests with the same treatment within such process as is afforded to Licensor’s own requests, and (iv) provide each Licensee with all other rights and benefits of “primary” and other “preferred” customers of CAR relating to modifications to, and other development of, CAR.

Upon the termination of this License Agreement, each Licensee shall provide each Licensor with an electronic copy of all Improvements to the documentation created by such Licensee for any functionality added to CAR by Licensor at such Licensee’s request.  Each Licensee hereby grants to Licensor and its Affiliates a worldwide, perpetual, irrevocable, transferable, sublicensable, fully paid and royalty-free, non-exclusive license to use and otherwise exploit such Improvements without any restriction.

Licensor shall have no obligation to complete the initial development of CAR.

Hosting, Maintenance

And Support:

Licensor will provide users of CAR with hosting, maintenance (including enhancements, upgrades and updates) and product and technology support (pursuant to a service level agreement), at the same scope and level as the service levels that Licensor (or its applicable Affiliate) provides as of the date of the Master License Agreement to users of Travelport Classic or any other corporate agency reseller travel product offered by Licensors (to be no less than substantially the same level of service as Licensor provides to third parties with respect to CAR, and except to the extent that a Licensee elects, and Licensor reasonably can provide, higher or lower, service levels to such

Licensee), and will continue to offer maintenance and support services for at least (***) following the CAR Launch Date, and may terminate such maintenance and support at any time after such (***) period upon at least (***) prior written notice.

In connection with the foregoing support, Licensor will make available its APIs and Web services included in CAR, and will reasonably support each Licensee’s creation of modifications to and derivative works of CAR through the use of such APIs and Web services, including by providing (a) full documentation and specifications for such APIs and Web services, (b) any support not reasonably obtainable from a third party that is reasonably necessary to use such APIs and Web services (such support not to include, for the avoidance of doubt, programming of applications for each Licensee) and (c) reasonable access to Licensor’s personnel for information regarding such APIs and Web services.

The parties shall agree on terms (including the annual Maintenance and Support fee) for maintenance and support services at that time and, if there are no other customers for which Licensor is providing maintenance and support services, then at pricing substantially intended to be at Licensor’s cost plus a (***) (subject in each case to the CAR MFN). Licensees will have reasonable audit rights of Licensor’s cost to provide support. If the parties cannot agree on such terms, including such Maintenance and Support fee, such terms will be determined pursuant to arbitration, as set forth in Section 6.6(b) of the Agreement.

Source Code:

Within sixty (60) days following the Effective Date, Licensor and Licensees shall enter into a mutually agreeable escrow agreement with a mutually agreeable software escrow agent to implement and maintain a software escrow of CAR. Upon final completion of development of CAR, and thereafter on an annual basis or, if sooner, after any material change to CAR, the Source Code for CAR will be promptly placed into escrow in favor of each Licensee. The Licensees shall pay the cost of the foregoing escrow arrangements, with each Licensee paying an equal share unless otherwise agreed by such Licensees.

Such escrow agreement shall, in addition to terms reasonable and customary for such agreements in similar circumstances, provide that the source code to CAR will be released (solely for use as permitted by the license granted under this Schedule 5) to a Licensee immediately upon such Licensee’s request: (a) if Licensor is not providing maintenance or support services in accordance with the CAR MFN to such Licensee for any reason (other than due to a termination of the CAR White Label Agreement (or this License Agreement if such White Label Agreement is not yet in effect) by Licensor for cause or by such Licensee for convenience), (b) upon a Release Event with respect to the ultimate parent entity of Licensor (or, for the avoidance of doubt, to the extent this License Agreement is assigned by Licensor, a Release Event with respect to the ultimate parent company of the then-current assignee) or (c) upon termination of the CAR White Label Agreement (or this License Agreement if such White Label Agreement is not in effect) by such Licensee for cause (such release under this clause (c) to be only to such Licensee(s) that terminate the applicable agreement). In the event of any release of source code, from escrow or directly from Licensor, Licensor will provide reasonable transition training and implementation support with respect to such source code, at Licensor’s cost plus a reasonable margin. Following such training and implementation support, Licensors shall have no further support obligations with respect to CAR under this License Agreement.

License Fee/

Royalty:

Travelport will pay the Travelport License Fee as set forth in, and in accordance with. the procedure set forth in Section 1.3 of the Master License Agreement as consideration for, inter alia, all rights granted to it and its Affiliates hereunder; provided, however, that each Licensee shall also receive, at no additional cost, any modifications, upgrades and enhancements to CAR created by Licensor as of the Effective Date and during the (***) following the Effective Date.

Permitted

Sublicensing:

Licensee may sublicense its rights hereunder to CAR to (a) outsourcers, applications development and maintenance providers and other contractors providing products or services for such Licensee or its Affiliates, but only for purposes of such persons’ provision of such products or

services to such Licensee or its Affiliates, (b) such Licensee’s Affiliates, without any restriction, (c) to national distribution companies and other similar intermediary resellers (such as value added resellers that provide non-technology services and do not modify CAR) and service providers of Licensee or its Affiliates, and (d) any customer or potential customer of Licensee or of its Affiliates or the Persons set forth in subsection (c) of this Permitted Sublicensing section.

Termination:

The License Grant set forth in this Schedule 5 is terminable: (a) by Licensor, with respect to any Licensee, immediately upon one (1) material breach of the scope of the license by such Licensee which remains uncured for more than (***) following notice thereof, (b) by Licensor, with respect to any Licensee, immediately upon more than two (2) separate instances of substantially the same material breaches of the scope of the license by Licensees over a rolling, (***) period whether or not cured by such Licensee, (c) by Licensor, with respect to any Licensee, immediately upon more than (***) material breaches of the scope of the license by such Licensee over a rolling, (***) period whether or not cured by such Licensee or (d) by any Licensee (with respect to such Licensee), upon (***) prior written notice to Licensor. Licensor shall be excused from performance under this Schedule 5 with respect to a Licensee, to the extent performance is not reasonably possible due to such Licensee’s material breach, for such time as such material breach is not cured.

Licensed Items:

“Supplier Link Technology,” as defined on Exhibit E hereto

Licensor(s):

Orbitz, LLC

Licensee(s):

Galileo International, LLC

Scope of Use:

Licensee is hereby granted a worldwide, perpetual, exclusive, royalty-free, fully paid license to use and otherwise exploit the Supplier Link Technology (in object code and source code format) including, for the avoidance of doubt, the Supplier Link Patents, without any restriction. Notwithstanding the foregoing exclusivity, Licensor retains the non-exclusive, royalty-free, fully paid right to use the Supplier Link Technology (in object code and source code format) solely to operate its current business of distributing travel products and services over the Internet (which use shall not, for the avoidance of doubt, include (x) providing third parties (including any travel agency, or vendors thereof) the ability to create direct connections to travel industry suppliers or (y) creating new, or expanding existing, direct connections between Licensor or any of its Affiliates and any travel industry suppliers until after (***) except to the extent (A) required to perform Licensor’s obligations under its existing Supplier Link Agreements (for the current term of such existing agreements, excluding any extensions or renewals that Licensor is not required to enter into under the current terms of such agreements), which existing agreements are set forth on Attachment B hereto (the “Existing Supplier Link Agreements”) and/or (B) as permitted under the GDS Agreement) (the “OWW Scope of Use”).

Without limiting the foregoing, the foregoing license grant permits Licensee to copy, modify, reproduce, publish,

display, create Improvements to, distribute, and/or combine or include the Supplier Link Technology with any other products or intellectual property and make, use, sell, offer for sale, import and otherwise exploit any subject matter under the Supplier Link Patents. Licensee will own any Improvements to the Supplier Link Technology which are acquired or developed by Licensee from and after the Effective Date, subject to Licensor’s ownership of the underlying Licensed Materials.

Support and

Maintenance:

Licensor shall not have any maintenance or support obligations to Licensee with respect to the Supplier Link Technology.

Source Code:

Licensor will deliver a copy of the Supplier Link Technology (in both object code and source code forms) to Licensee within thirty (30) days following execution of the Master License Agreement.

License Fee/

Royalty:

Travelport will pay the Travelport License Fee as set forth in, and in accordance with, the procedure set forth in Section 1.3 of the Master License Agreement as consideration for, inter alia, all rights granted to it and its affiliates hereunder.

Permitted

Sublicensing

by Licensee:

Licensee may sublicense its rights hereunder to the Supplier Link Technology to any Person, without any restriction.

Permitted Licensing

and Sublicensing

by Licensor:

Licensor may license or sublicense the Supplier Link Technology to (a) outsourcers, applications development and maintenance providers and other contractors providing products or services for Licensor or its Affiliates, but only for purposes of such persons’ provision of such products or services to Licensor or its Affiliates, (b) such Licensor’s Affiliates, for use within the OWW Scope of Use, (c) exercise the ability to operate direct connects, to the extent permitted under the GDS Agreement, or (d) the extent required to perform Licensor’s obligations under the Existing Supplier Link Agreements.

If Licensor desires to grant a nonexclusive license under the Supplier Link Technology to a third party in connection with the settlement of an IP Dispute with such third party, Licensor may request that Licensee grant to Licensor the right to grant such license to such third party, such consent not to be unreasonably withheld; provided, that (a) any such license shall explicitly exclude any right to use the Supplier Link Technology that is reasonably related to providing travel industry direct connections for any third party (including any travel agency, or vendors thereof) with respect to any travel supplier and (b) Licensor shall (i) assume no liability or obligation in connection with such license, and (ii) have no obligation to provide any such consent to a proposed license that includes any right to use the Supplier Link Technology that is reasonably related to providing travel industry direct connections for any third party (including any travel agency, or vendors thereof) with respect to any travel supplier.

Patent Prosecution

And Maintenance:

Licensor shall reasonably cooperate with Licensee with respect to, and keep Licensee fully informed regarding, the prosecution and maintenance of the Supplier Link Patents. Licensor shall not make any adverse admissions or reductions of the scope of the patent claims under the Supplier Link Patents without Licensee’s prior written consent, such consent not to be unreasonably withheld.

If Licensor desires to cease prosecution of, or cease paying maintenance fees for, or otherwise not maintain any Supplier Link Patent, Licensor shall provide reasonable prior written notice to Licensee of such intention to cease maintenance (which notice shall, in any event, be given no later than forty-five (45) days prior to the next deadline for any action that may be taken with respect to such Supplier Link Patent with the applicable patent office), and Licensee shall have the right, but not the obligation, to have assigned to it or its successor or designee, as directed by Licensee, such Supplier Link Patent to file and/or maintain such Supplier Link Patent in its own name or the name of any of its Affiliates (subject to a non-exclusive, worldwide, transferable, sublicensable (as set forth in the “Permitted Licensing and Sublicensing by Licensor” section, above) license grant-back to Licensor solely within the OWW Scope of Use. In such event, upon written notice from

Licensee to Licensor, Licensor shall, and hereby does, perpetually and irrevocably assign all right, title and interest throughout the world in and to such Supplier Link Patent to Licensee or its successor or designee, including the right to ▇▇▇, counterclaim, and recover for past, present, and future infringement of such Supplier Link Patent, subject to any licenses or covenants not to ▇▇▇ any third party granted prior to the Effective Date and any other licenses or covenants not to ▇▇▇ granted following the Effective Date in accordance with this Schedule 6. Licensor further agrees to execute all other documents and take all further action reasonably requested by Licensee or its successor or designee for it to secure and perfect its rights therein.

Patent

Enforcement:

If Licensor or Licensee becomes aware of any infringement or other violation of any Supplier Link Materials, it shall promptly notify the other party. The Licensor and Licensee shall reasonably coordinate their response to any such infringement or other violation, and Licensor shall not take any action to sanction or otherwise allow such infringement or other violation to continue without the prior written consent of Licensee, which consent shall not be unreasonably withheld.

Licensee shall have the first right, but not the obligation, to initiate, prosecute or defend, as applicable, and control Infringement Actions with respect to any Supplier Link Patent. Should Licensee exercise this right, Licensor shall agree, as necessary, to be joined as a party to, and shall otherwise cooperate with, such Infringement Actions; provided, that Licensee shall reimburse Licensor’s reasonable costs in connection with such joining or cooperation. Licensor shall not settle or compromise an Infringement Action without the prior written consent of Licensee, which consent shall be at Licensee’s reasonable discretion.

If Licensee does not intend to initiate, prosecute or defend against, or elects to abandon any such initiation, prosecution or defense against, any such Infringement Action, Licensee shall promptly provide reasonable prior written notice to Licensor of such intention, prosecution or defense (which notice shall, in any event, be given no later than the earlier of (i) sixty (60) days prior to the next

deadline for any such assertion, action, suit or proceeding and (ii) sixty (60) days following the date on which Licensee became aware of the basis for any such Infringement Action). In such instances, or if Licensee either (1) does not initiate, prosecute or defend against any such Infringement Action within sixty (60) days after having notice of the basis for any such Infringement Action, or (2) abandons any such Infringement Action, Licensor shall have the right, but not the obligation, to initiate and/or assume the prosecution or defense, as applicable, and control, at its own expense, of any such Infringement Action; provided, that, within ten (10) days after written notice to Licensee by Licensor of their intention to bring or maintain such Infringement Action, Licensee does not bring or maintain such Infringement Action.

The party that prosecutes or defends, as applicable, an Infringement Action shall be entitled to keep all proceeds arising from any such Infringement Action and any settlements or compromises thereof until such Party has recovered all costs incurred in connection with such assertion, action, suit or proceeding, and thereafter, the other party shall be permitted to recoup its costs incurred in connection with such assertion, action, suit or proceeding from any such proceeds, and any remaining such proceeds shall be split equally between Licensor and Licensee.

Licensor and Licensees shall keep each other reasonably informed regarding the prosecution and maintenance of, and Infringement Actions with respect to, the Supplier Link Patents and cooperate with each other in good faith in connection with all matter relating thereto, including the negotiation of settlements or compromises of such Infringement Actions (including granting licenses, covenants not to ▇▇▇ and any other rights with respect to the Supplier Link Patents to third parties); provided, that Licensor shall not settle or compromise any such Infringement Action without Licensee’s prior written consent, which consent shall be at Licensee’s discretion.

To the extent that any Supplier Link Patents are assigned to Licensee, references to “Licensee” in the foregoing Patent Enforcement sections shall remain references to Galileo International, LLC, and references to “Licensor” in the

foregoing Patent Enforcement sections shall remain references to Orbitz, LLC.

Certain Breaches:

If Licensor (i) grants any license or sublicense to the Supplier Link Technology that is not permitted under the “Permitted Licensing and Sublicensing by Licensor” section (an “Out of Scope License or Sublicense”), or (ii) breaches its obligation to obtain Licensee’s consent to any adverse admissions or reductions of the scope of the patent claims under the Supplier Link Patents under the “Patent Prosecution and Maintenance” section, then Section 4.4 of the Agreement shall not apply to Licensor’s damages in connection with such license or sublicense.

Other:

Licensee shall comply fully with all applicable regulations of the United States Department of Commerce and with the United States Export Administration Act, including all relevant export laws, to assure that the Supplier Link Technology is not exported, directly or indirection, in violation of United States law. Licensee shall bear all costs associated with such compliance.

Licensed Items:

Global Platform Back End Technology, as further defined on Exhibit G hereto, including all APIs and web services that Licensor or its Affiliates may develop or implement that relate to, or are needed to access or develop Improvements to, the foregoing (“Back End Technology”).

Licensor(s):

Orbitz Development, LLC

Licensee(s):

Galileo International, LLC and Galileo International Technology, LLC

Note:

Except for the escrow obligations described below, all of Licensor’s obligations regarding the Back End Technology shall become effective at such time as such Back End Technology is deployed by Licensor for use by its customers, suppliers or other users (the “Back End Launch Date”). After Licensor deploys any portion of the Back End Technology for its customers, suppliers or other users, Licensor shall promptly make such portion of the Back End Technology available to Licensees as a hosted or licensed solution, as described below.

Scope of Use:

Each Licensee is hereby granted a worldwide, perpetual, non-exclusive, royalty-free, fully paid license to use and otherwise exploit the Back End Technology (including any Improvements to the Back End Technology that Licensors may develop), in both object code and source code forms, for use in connection with supplier link or other travel industry direct connections. The Back End Technology will be hosted by Licensor for Licensee’s use and made accessible through APIs and Web services, except following any release of any source code for the Back End Technology to Licensees. All functionality and other capabilities, and all APIs, web services and other

interfaces, comprising or used with the Back End Technology that are made available to any third party shall be made available to Licensees at substantially the same time as they are first made available to any such third party. Use of the Back End Technology by Licensees shall be without any restriction except as expressly set forth in this Schedule 7. The foregoing rights grants to each Licensee hereunder are a present grant made as of the Effective Date.

If and during such times as the Back End Technology is hosted by Licensor, each Licensee will have the right to modify and create derivate works of the hosted Back End Technology through the use of APIs and/or Web services provided by Licensor. Following any release of any source code for the Back End Technology to any Licensee, such Licensee will have an unlimited right to modify and otherwise create Improvements of the Back End Technology. Each Licensee will own any Improvements to the Back End Technology which are acquired or developed by such Licensee from and after the Effective Date, subject to Licensor’s ownership of the underlying Licensed Materials.

Subject to and without limiting the paragraph immediately following this paragraph, upon a Licensee’s request that Licensor modify the APIs and Web services relating to the Back End Technology, and subject to Licensor’s agreement to make such modifications (not to be unreasonably withheld), Licensor will use commercially reasonable efforts to develop such modifications; provided, that any requested development shall be subject to the availability of Licensor’s resources and Licensor shall not be obligated to develop any such modifications if doing so would detract from Licensor’s business. Licensor shall charge the applicable Licensee for such development at rates that are (***)

Licensor shall: (i) upon a Licensee’s request, meet with such Licensee to discuss such Licensee’s desired requirements and other development requests for the Back End Technology and, to the extent that such Licensee proposes modifications or new functionality for the Back End Technology, such Licensee shall be allowed to participate in Licensor’s meetings where the requested

modifications or new functionalities are discussed, (ii) offer all Licensees the opportunity to participate in all meetings, committees, focus groups, forums and panels that Licensor may organize for users of the Back End Technology, (iii) review and evaluate each Licensee’s requests for modifications to the Back End Technology using the same evaluation and prioritization process used for Licensor’s own internal requests for modifications to the Back End Technology, and shall afford Licensee’s requests with the same treatment within such process as is afforded to Licensor’s own requests, and (iv) provide each Licensee with all other rights and benefits of “primary” and other “preferred” customers of the Back End Technology relating to modifications to, and other development of, the Back End Technology.

Hosting, Support

and Maintenance:

Upon Licensees’ request, Licensor will provide Licensees with hosting, support and maintenance services with respect to the Back End Technology. These services will be subject to reasonable SLAs, with the principle of such SLAs being substantially the same scope and level of service as Licensor (or its applicable Affiliate) provides to third parties with respect to the Back End Technology, and except to the extent that a Licensee elects, and Licensor reasonably can provide, higher or lower, service levels to such Licensee.

In connection with the foregoing support, Licensor will make available its APIs and Web services included in the Back End Technology, and will reasonably support each Licensee’s creation of modifications to and derivative works of the Back End Technology through the use of such APIs and Web services, including by providing (a) full documentation and specifications for such APIs and Web services, (b) any support not reasonably obtainable from a third party that is reasonably necessary to use such APIs and Web services (such support not to include, for the avoidance of doubt, programming of applications for each Licensee) and (c) reasonable access to Licensor’s personnel for information regarding such APIs and Web services.

Following development of the Back End Technology, Licensor shall provide reasonable advance notice to Licensees of Licensor’s ability to begin providing hosting,

support and maintenance services with respect to the Back End Technology, and the parties shall negotiate in good faith the terms of such services.

The parties shall agree on terms (including the annual Maintenance and Support fee) for maintenance and support services at that time and, if there are no other customers for which Licensor is providing maintenance and support services, then at pricing substantially intended to be at Licensor’s cost plus a (***) (in each case, which terms shall be no less favorable than those Licensor makes available to any other Person (the “Back End MFN”)). Licensees will have reasonable audit rights of Licensor’s cost to provide support. If the parties cannot agree on such terms, including such Maintenance and Support fee, such terms will be determined pursuant to arbitration, as set forth in Section 6.6(b) of the Agreement .

Source Code:

Within sixty (60) days following the Effective Date, Licensor and Licensees shall enter into a mutually agreeable escrow agreement with a mutually agreeable software escrow agent to implement and maintain a software escrow of the Back End Technology. Upon final completion of all development of the Back End Technology (currently anticipated for Q4 of 2008), and thereafter on an annual basis or, if sooner, after any material change to the Back End Technology, the Source Code for the Back End Technology will be promptly placed into escrow in favor of each Licensee. The Licensees shall pay the cost of the foregoing escrow arrangements, with each Licensee paying an equal share unless otherwise agreed by such Licensees.

For purposes of this Schedule 7 only, “Source Code” shall mean all code written in human readable computer programming language (and related interpreters and/or compilers) that are required to convert to object code (computer-executable form) software that supports the APIs and Web Services published and provides the functionality and services described by such APIs and Web Services and all related design documentation (e.g., flowcharts, architectural diagrams, specifications, etc.). For clarity, Source Code that is not used by the APIs and/or Web Services will not be deposited in escrow, as distribution of such code will not be necessary for Travelport to continue using the source code as permitted by this agreement. No Source Code related to the front-end (i.e., the look and feel and user interface for all of

Licensors’ web sites or client’s web or online artifacts) will be part of any source code distribution, regardless of the availability of APIs and/or Web Services as access points. “Source Code” does not include any object code, databases, customer data of Licensors or any source code or software licensed from third parties.

Such escrow agreement shall, in addition to terms reasonable and customary for such agreements in similar circumstances, provide that the source code to the Back End Technology will be released (solely for use as permitted by the license granted under this Schedule 7) to a Licensee immediately upon such Licensee’s request: (a) if Licensor is not providing hosting, maintenance or support services to Licensees for any reason in accordance with the Back End MFN (other than due to a termination of the agreement between Licensor and Licensee with respect to the Back End Technology (or this License Agreement if such agreement is not yet in effect) by Licensor for cause or by such Licensee for convenience), (b) upon a Release Event with respect to the ultimate parent entity of Licensor (or, for the avoidance of doubt, to the extent this License Agreement is assigned by Licensor, a Release Event with respect to the ultimate parent company of the then-current assignee) or (c) upon termination of the agreement between Licensor and Licensee with respect to the Back End Technology (or this License Agreement if such agreement is not in effect) by such Licensee for cause (such release under this clause (c) to be only to such Licensee(s) that terminate the applicable agreement). In the event of any release of source code, from escrow or directly from Licensor, Licensor will provide reasonable transition training and implementation support with respect to such source code, at Licensor’s cost plus a reasonable margin. Following such training and implementation support, Licensors shall have no further support obligations with respect to the Back End Technology under this License Agreement.

License Fee/

Royalty:

Travelport will pay the Travelport License Fee as set forth in, and in accordance with, the procedure set forth in Section 1.3 of the Master License Agreement as consideration for, inter alia, all rights granted to it and its Affiliates hereunder; provided, however, that each Licensee shall also receive, at (***) cost, any modification,

upgrades and enhancements to the Back End Technology created by Licensor as of the Effective Date and during the (***) following the Effective Date.

Permitted

Sublicensing:

Each Licensee may sublicense its rights hereunder to the Back End Technology to (a) outsourcers, applications development and maintenance providers and other contractors providing products or services for such Licensee or its Affiliates, but only for purposes of such persons’ provision of such products or services to such Licensee or its Affiliates, (b) such Licensee’s Affiliates, without any restriction, and (c) any other Person, without any restriction.

Termination:

The License Grant set forth in this Schedule 7 is terminable: (a) by Licensor, with respect to any Licensee, immediately upon one (1) material breach of the scope of the license by such Licensee which remains uncured for more than 45 days following notice thereof, (b) by Licensor, with respect to any Licensee, immediately upon more than (***) separate instances of substantially the same material breaches of the scope of the license by such Licensee over a rolling, (***) period whether or not cured by Licensees, (c) by Licensor, with respect to any Licensee, immediately upon more than (***) material breaches of the scope of the license by such Licensee over a rolling, (***) period whether or not cured by such Licensee or (d) by any Licensee (with respect to such Licensee), upon (***) prior written notice to Licensor. Licensor shall be excused from performance under this Schedule 7 to the extent not reasonably possible due to such Licensee’s material breach, for such time as such material breach is not cured.

Licensed Items:

Neat Dynamic Packaging technology (“Neat Technology”), as further defined on Exhibit F hereto.

Licensor(s):

Neat Group Corporation

Licensee(s):

Galileo International, LLC and Galileo International Technology, LLC

Scope of Use:

Each Licensee is hereby granted a worldwide, perpetual, non-exclusive, royalty-free, fully paid license to use and otherwise exploit the Neat Technology, in both object code and source code forms, without any restriction except as expressly set forth in this Schedule 8. Licensees will own any Improvements to the Neat Technology which are acquired or developed by Licensees after execution of the Master License Agreement. Without limiting the foregoing, the foregoing license grant permits each Licensee to copy, modify, reproduce, publish, display, create Improvements to, distribute, and/or combine or include the Neat Technology with any other products or intellectual property. Each Licensee will own any Improvements to the Neat Technology which are acquired or developed by such Licensee from and after the Effective Date, subject to Licensor’s ownership of the underlying Licensed Materials.

Support and

Maintenance:

Licensor will, upon Licensees’ request, provide Licensees with reasonable support (i.e. a service level agreement) on commercially reasonable terms, for the Neat Technology for up to (***) (support to be terminable on (***) notice following such (***) term).

The parties shall agree on terms (including the annual Maintenance and Support fee) for maintenance and support

services at that time and, if there are no other customers for which Licensor is providing maintenance and support services, then at pricing substantially intended to be at Licensor’s cost plus a (***) (in each case, which terms shall be no less favorable than those Licensor makes available to any other Person. Licensees will have reasonable audit rights of Licensor’s cost to provide support. If the parties cannot agree on the Maintenance and Support fee, the fee will be determined through arbitration.

The parties acknowledge that, at such time as Licensors are no longer (a) providing support for any users of the Neat Technology or (b) obligated to provide support to any users of the Neat Technology, the incremental cost of continuing to provide support to Licensees may be higher. If Licensees elect not to pay such higher costs, Licensors will no longer be obligated to provide such support.

License Fee/

Royalty:

Travelport will pay the a Travelport License Fee as set forth in, and in accordance with, the procedure set forth in Section 1.3 of the Master License Agreement as consideration for, inter alia, all rights granted to it and its Affiliates hereunder.

Permitted

Sublicensing:

Each Licensee may sublicense its rights hereunder to the Neat Technology to (a) outsourcers, applications development and maintenance providers and other contractors providing products or services for such Licensee or its Affiliates, but only for purposes of such persons’ provision of such products or services to such Licensee or its Affiliates, (b) such Licensee’s Affiliates, without any restriction, and (c) any other Person, without any restriction; provided, that, with respect to (c), a Licensee may not sublicense the Neat Technology to any third party that is not an Affiliate of Licensee for any Competitive Use by such third party, unless Licensee incorporates or uses the Neat Technology with another product or service of such Licensee or one of its Affiliates to enhance or improve a product or service thereof (but not to provide the Neat Technology to third parties on a stand-alone basis).

Licensed Items:

The “Travelport for Business” name (“TP Name”)

Licensor(s):

Travelport Inc.

Licensee(s):

Travelport for Business, Inc.

Scope of Use:

Licensor will grant Licensee a non-exclusive license to use the TP Name in connection with Licensee’s “Travelport for Business” product and entity name, as used by Licensee in the conduct of its business immediately prior to the Effective Date for a duration of: (a) if Licensor or one of its Affiliates completes (***) or (b) if Licensor or one of its Affiliates does not complete (***) (***) following the Effective Date; provided, that, at anytime following the second anniversary of the Effective Date, Licensor may terminate the foregoing license upon reasonable advance notice to Licensee, and Licensor shall reimburse Licensee for its reasonable costs of replacing stationery and marketing materials incurred as a result of such termination.

Maintenance

And Support:

Not applicable.

License Fee/

Royalty:

An Orbitz Party will pay the Orbitz License Fee as set forth in, and in accordance with, the procedure set forth in Section 1.3 of the Master License Agreement as consideration for, inter alia, all rights granted to it and its Affiliates hereunder.

Permitted

Sublicensing:

Licensee may sublicense its rights hereunder to the TP Name to Licensee’s Affiliates who market or sell products using the TP Name.

Quality

Control:

The TP Name may be used only (i) in substantially the same manner, and for the same products and services, as the TP Name was used in the conduct of Licensee’s business as of the Effective Date and (ii) in combination or in conjunction with the same other logos, designs, symbols and trademarks or modifying words or terms as were used with the TP Name in the conduct of Licensee’s business immediately prior to the Effective Date.

Licensee hereby covenants that it (i) shall comply with (1) Licensor’s quality control and usage guidelines generally applied by Licensor to the TP Name, and (2) all applicable laws, rules, and regulations in connection with its use of the TP Name; and (ii) shall not, subject to Licensee’s rights under the “Scope of Use” section above, (1) take any action that would jeopardize or impair Licensor’s ownership of the TP Name, or the TP Name’s legality and/or enforceability, (2) take any action that would disparage or diminish the goodwill, reputation, or value of the TP Name, (3) either directly or indirectly, apply for the registration of the TP Name or any variation thereon, or any trademark, service ▇▇▇▇, corporate name, symbol, word, or Internet domain name which contains or is similar to, the TP Name.

Licensor shall have the right to review the manner in which Licensee uses the TP Name, including the right to periodically promptly receive samples from Licensee of materials on which Licensee uses the TP Name.

Licensee acknowledges and agrees that its use of the TP Name under this Schedule shall inure to the benefit of Licensor, and this Schedule 9 does not confer on Licensee any goodwill or ownership interest in the TP Name.

Termination:

If Licensor determines, in its reasonable, good faith discretion, that Licensee has failed to comply with the quality control provisions of this Schedule 9, Licensor shall have the right to terminate its license to Licensee of the TP Name, if Licensee has failed to cure such non-compliance within thirty (30) days after written notice thereof. The foregoing termination right shall be without prejudice to

any rights of Licensor to obtain any temporary restraining order, preliminary injunction or other temporary relief. Any dispute regarding Licensor’s right to exercise the foregoing termination right shall be resolved pursuant to arbitration, as set forth in Section 6.6(b) of the Agreement.

Upon the expiration of the license granted under this Schedule 9, or earlier termination of this License Agreement for any reason, Licensee shall immediately discontinue using the TP Name or any portion thereof or any name or ▇▇▇▇ similar thereto and remove the TP Name or any portion thereof or any name or ▇▇▇▇ similar thereto from all signage, fixtures, web sites, user interfaces, documents (whether in written, electronic, or other form) and other materials and media in Licensee’s possession or control; provided, that the foregoing shall not prohibit Licensee from making any legal fair use of the TP Name (including factual references to prior affiliations and entity names).