Exhibit 10.29


 


EXECUTION VERSION


 





CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED
FROM THIS EXHIBIT BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]”
INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


TRAVEL & LIFESTYLE SERVICES


 


OPERATING AGREEMENT


 


by and between


 


AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY,
INC.


 


and


 


GBT III B.V.


 


Dated as of June 30, 2014


 






    


     


    

 


TABLE OF CONTENTS


 


Page


 




	Article I
	 
	 DEFINITIONS
	 
	Section 1.01.   Certain Terms	2
	Section 1.02.   Construction	9
	 	 
	Article II 
	 
	SUPPLIER AND GDS CONTRACT NEGOTIATION SERVICES
	 
	Section 2.01.   Supplier/GDS Contract Negotiation and Execution	9
	Section 2.02.   Net Fares	13
	Section 2.03.   TLS Information	13
	Section 2.04.   Implementation and Operations	13
	Section 2.05.   TLS Representative Network	15
	Section 2.06.   Payments and Fees	15
	Section 2.07.   Reporting and Audit	17
	Section 2.08.   Top Supplier Opt-Out and Exclusion Right	17
	 	 
	Article III 
	 
	COVENANTS
	 
	Section 3.01.   Books and Records	19
	Section 3.02.   Legal Compliance	19
	Section 3.03.   Compliance with Supplier Agreements	19
	Section 3.04.   Further Assurances	19
	 	 
	Article IV 
	 
	REPRESENTATIONS AND WARRANTIES
	 
	Section 4.01.   Representations and Warranties of the Parties	20
	 	 
	Article V
	 
	 CONFIDENTIALITY
	 
	Section 5.01.   Confidentiality	21
	Section 5.02.   Use of Confidential Information	21
	Section 5.03.   Data Protection and Security	22
	Section 5.04.   Return or Destruction of Confidential Information	22
	Section 5.05.   Notice of Disclosure of Confidential Information	23
	Section 5.06.   Remedies	23



 






    i


     


    

 



	Article VI 
	 
	TERM AND TERMINATION
	 
	Section 6.01.   Term and Renewal	23
	Section 6.02.   Termination for Breach/Insolvency	23
	Section 6.03.   Termination by Agreement	24
	Section 6.04.   Termination for Specific Events	24
	Section 6.05.   Survival	24
	 	 
	Article VII 
	 
	INDEMNIFICATION
	 
	Section 7.01.   Mutual Indemnification	25
	Section 7.02.   Indemnification Procedures	25
	Section 7.03.   Limitations of Liability	26
	Section 7.04.   Remedies Cumulative	26
	 	 
	Article VIII 
	 
	MISCELLANEOUS
	 
	Section 8.01.   Fees and Expenses	26
	Section 8.02.   Amendment and Modification	26
	Section 8.03.   Notices	27
	Section 8.04.   Mediation and Arbitration	27
	Section 8.05.   Governing Law; Jurisdiction and Venue	29
	Section 8.06.   Entire Agreement; No Third-Party Beneficiaries	29
	Section 8.07.   Severability	29
	Section 8.08.   Intellectual Property	30
	Section 8.09.   Extension; Waiver	30
	Section 8.10.   Force Majeure	30
	Section 8.11.   Assignment	30
	Section 8.12.   Subcontracting	31
	Section 8.13.   Counterparts	31
	Section 8.14.   Relationship of the Parties	31


 


	Schedule I	Related Agreements
	Exhibit I	Rules [***] and [***] Guidelines
	Exhibit II	Amex Timeline for GDS Changes
	Exhibit IIIA	GBT Holdco No-Cost Services
	Exhibit IIIB	GBT Holdco Paid Services and Associated Costs
	Exhibit IV	[***] Allocation Methodology
	Exhibit V	Material Suppliers
	Exhibit VI	Top Suppliers




 









    ii


     


    

  


TRAVEL & LIFESTYLE SERVICES OPERATING
AGREEMENT


 


This TRAVEL & LIFESTYLE SERVICES OPERATING
AGREEMENT, dated as of June 30, 2014 (the "Effective Date"), is entered into by American Express Travel Related Services Company,
Inc., a corporation organized under the laws of the State of New York ("Amex"), and GBT III B.V., a private company with limited
liability organized under the laws of the Netherlands ("GBT Holdco") (each a "Party" and collectively the "Parties").
Capitalized terms used in this Agreement have the respective meanings assigned to them in Section 1.01.


 


WHEREAS, Amex, by itself and through its Affiliates,
franchisees and licensees, is currently engaged in the business of providing (i) consumer travel and lifestyles products and services
to its Customers and Clients (each as defined herein) through its American Express Travel & Lifestyle Services business unit (the
 "TLS Business") and (ii) business travel and business travel-related products and services to its Clients through its Global
Business Travel business unit (the "GBT Business"), which enters into agreements with, among others, travel suppliers and distribution
services providers to procure such products and services for its Clients;


 


WHEREAS, Amex and GBT Holdco have entered into
that certain Share Purchase Agreement by and among Amex, GBT Holdco and Juweel Investors Limited, a limited company organized under the
laws of the Cayman Islands ("Juweel"), dated as of March 14, 2014 (the "Share Purchase Agreement"), and are concurrently
entering into certain other transaction agreements, including (i) that certain Shareholders Agreement by and among GBT Holdco, American
Express Travel Holdings Netherlands Cooperatief U.A., a cooperative organized under the laws of the Netherlands, and Juweel Investors
Cooperatief U.A., a cooperative organized under the laws of the Netherlands, dated as of the Effective Date (the "Shareholders Agreement"),
and (ii) other Transaction Agreements (as defined in the Share Purchase Agreement), whereby Amex has agreed to transfer, and GBT Holdco
has agreed to assume, certain assets and liabilities comprising the GBT Business, and whereby Amex and GBT Holdco have agreed to terms
and conditions regarding Amex's ownership and management of GBT Holdco, in each case subject to the terms and conditions thereof;


 


WHEREAS, the Parties desire that, subject to the
terms and conditions of this Agreement, GBT Holdco shall continue to perform certain services, obligations and other responsibilities
undertaken by the GBT Business prior to the Effective Date in order to enable Amex, the TLS Business and the TLS Reps (as defined below),
to continue their respective operations and perform their respective on-going services, obligations and responsibilities to their respective
Clients and Customers;


 


WHEREAS, the Parties acknowledge that the commitment
by GBT Holdco to perform services, obligations, and other responsibilities pursuant to this Agreement is necessary to enable the transfer
of the GBT Business to GBT Holdco; and


 


WHEREAS, the Parties wish to set forth the terms
of their relationship relative to the matters described above.


 


NOW, THEREFORE, in consideration of the promises
and the mutual agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally
bound, the Parties hereby agree as follows:


 






    


     


    

 


Article I


 


DEFINITIONS


 


Section 1.01.         
Certain Terms. The following contains definitions of certain terms, which shall have the meanings as set forth below when
used in this Agreement:


 


"Accessible TLS Data" shall have the
meaning ascribed to it in Section 5.03.


 


"Action" means any Claim, action, suit,
arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.


 


"AECB" means American Express Centurion
Bank.


 


"Affiliate" means, with respect to any
Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person, including its Subsidiaries;
provided, however, that, for purposes of this Agreement, (i) none of Amex, Juweel or the Investor Entities shall be deemed an Affiliate
of GBT Holdco or any of its Subsidiaries and (ii) GBT Holdco and each of its Subsidiaries shall not be deemed to be an Affiliate of any
of Amex, Juweel or the Investor Entities. The term "control" (including, with correlative meaning, the terms "controlled
by" and "under common control with") as used with respect to any Person means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of such Person, wither through the ownership of voting securities,
by contract, or otherwise.


 


"Agent" means a Person's shareholder,
officer, director, employee, accountant, attorney, contractor, subcontractor, representative or agent.


 


"Agreement" means this Travel & Lifestyle
Services Operating Agreement, including all Articles, Sections, Exhibits and Schedules hereto.


 


"American Express Centurion®
Card" means the Consumer American Express Centurion® Card issued by Amex or one of its Affiliates that is not co-branded with
the mark of any other Person.


 


"American Express® Gold Card"
means the certain consumer, small business, or corporate Cards distinguished by the prefix "Gold" issued to certain Card Members
by Amex or one of its Affiliates.


 


"American Express Platinum Card®"
means the Consumer American Express Platinum Card® issued by FSB or one of its Affiliates that is not co-branded with the mark of
any other Person.


 


"Amex" has the meaning ascribed to it
in the preamble.


 






    2


     


    

 


"Amex Card Transaction Data" means all
Data related to purchases and other transactions made using a Card issued or administrated by Amex, FSB, AECB, their respective Affiliates,
or any of their co-branded credit card program partners.


 


"Amex End User Data" means any information,
including all Amex Card Transaction Data, gathered or possessed by Amex or its Affiliates relating to transactions made by or services
provided to any Amex Client, and any analysis or compilation thereof.


 


"Amex Competitor" means any Person that
[***].


 


"Amex Network" has the meaning ascribed
to it in Exhibit I.


 


"Applicable Laws" means, collectively,
(a) all Laws now in effect or hereinafter enacted or adopted, in any jurisdiction, applicable to the obligations and performance of the
applicable Party and its Affiliates and any and all other matters relating to the subject matter of this Agreement and (b) all judgments,
requests, directives, regulatory guidance, demands or similar orders of any Governmental Authority having authority, oversight jurisdiction
or similar power over any such Party or its Affiliates.


 


"Arbiter" means the arbitration or mediation
official assigned or selected to arbitrate or mediate any dispute in accordance with the rules of the American Arbitration Association
or JAMS, pursuant to Section 8.04 herein.


 


"ARC" means the Airline Reporting Corporation,
a transaction settlement and data information services company serving travel agencies and travel suppliers.


 


"Average Allocation Payment" has the
meaning ascribed to it in Section 2.06(b)(iv).


 


"Business" means any Person that is a
corporation, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated organization
or other entity, including any Governmental Authority.


 


"Business Day" means any day other than
(a) a Saturday or Sunday or (b) a day on which banking institutions located in New York, New York are permitted or required by Applicable
Laws to remain closed.


 


"Business Travel Partnership" means that
certain program developed by Amex and GBT Holdco, pursuant to which GBT Holdco will use TLS Reps to service certain of its middle-market
Clients after the Effective Date.


 


"Card" means any consumer, small business,
corporate or other credit or debit card issued by Amex, FSB, AECB, or any of their respective Affiliates, or any co-branded credit card
program partner of Amex, FSB, AECB or any of their respective Affiliates.


 


"Card Member" means any holder of a Card
in connection with an account with Amex, its parent companies, or any of its Affiliates.


 






    3


     


    

 


"Claims" means collectively, all claims,
demands, suits, proceedings and/or actions, actual or threatened.


 


"Client" means any Business that receives
products or services from either Party, including travel-related products, travel program consulting, and travel booking services.


 


"Confidential Information" has the meaning
ascribed to it in Section 5.01(a).


 


"Contract" means, with respect to any
Person, all contracts, agreements, consulting arrangements, leases and subleases (including leases and subleases of real property), licenses,
commitments, sales and purchase orders, and other undertakings of any kind, whether written or oral, to which such Person is a party,
under which such Person is otherwise entitled to benefits or by which such Person is otherwise bound.


 


"Customer" means any individual that
receives products or services from either Party, including travel-related products, travel program consulting, and travel booking services.


 


"Data" means any data or other information,
in any form or format, including interim, processed, compiled, summarized or derivative versions of such data or information that may
exist in any system, database or record.


 


"Disclosing Party" has the meaning ascribed
to in Section 5.01(a). "Dispute" has the meaning ascribed to in Section 8.04(a).


 


"Early Termination Date" has the meaning
ascribed to it in Section 6.01(b).


 


"Effective Date" has the meaning ascribed
to it in the preamble.


 


"Exclusion Right" has the meaning set
forth in Section 2.08(d).


 


"Expiration Date" means the date five
(5) years from the Effective Date, unless amended or extended pursuant to the terms hereof.


 


"Fair Market Share" means that industry-accepted
market share benchmark, used as a guide for an air carrier's expected share in any geographic entity, individual country or country grouping.


 


"Fam Trips" means those training trips
offered by the TLS Business to eligible employees for the purpose of familiarizing such employees with destinations, products and services
offered by Amex and its providers and suppliers.


 


"Fine Hotels & Resorts" means the
exclusive American Express luxury hotel program included as an embedded benefit for American Express Platinum Card® and
American Express Centurion® Card Members.


 


"FSB" means American Express Bank, FSB,
a federal savings bank. "GBT Business" has the meaning ascribed to it in the recitals. "GBT Holdco" has the meaning
ascribed to it in the preamble.


 






    4


     


    

 


"GDS" means each of Sabre (including
Abacus), Travelport (including Apollo, Worldspan and Galileo), and Amadeus, and any other global distribution system provider agreed to
in writing by the Parties.


 


"GDS Agreement" means each Contract between
GBT Holdco, and/or Amex and/or any TLS Rep, on the one hand, and a GDS, on the other hand (and all amendments and addenda thereto), or,
if Amex and/or any TLS Rep is not party to such Contract, each Contract between GBT Holdco and a GDS, on behalf of GBT Holdco, and/or
Amex and/or any TLS Rep (and all amendments and addenda thereto).


 


"GDS Tech Funds" means an amount equal
to a percentage of per segment fee or per incentive fee, as applicable, retained by the GDS that can then be used by the applicable travel
agency to pay for development, change requests, consulting or other services provided by the GDS to such travel agency.


 


"Governmental Authority" means any United
States or non-United States federal, state, provincial, regional, or local authority, legislative body, court, government, or self-regulatory
organization (including any stock exchange), commission, tribunal or organization, or any regulatory agency, or any political or other
subdivision, department or branch of any of the foregoing.


 


"The Hotel Collection" means the exclusive
American Express premium hotel program included as an embedded benefit for American Express® Gold Card, American Express
Platinum Card® and American Express Centurion® Card Members.


 


"Indemnified Party" has the meaning ascribed
to it in Section 7.01. "Indemnifying Party" has the meaning ascribed to it in Section 7.01. "Initial Term" has the
meaning ascribed to it in Section 6.01.


 


"Intellectual Property" means all intellectual
property or other proprietary rights arising under any: (a) trademarks, service marks, trade names, or other source identifiers, including
all associated goodwill and any applications or registrations therefor (collectively, "Trademarks"); (b) original works of authorship,
copyrights, and any registration or applications therefor; (c) patents, patents applications, and all reissues, divisions, continuations-in-part
and extensions thereof; (d) computer software, including source code, object code, algorithms, databases, Data files (including all Data
and collections and compilations of Data and other information) and all related documentation; (e) confidential or proprietary information,
including trade secrets, know-how, and customer lists; and (f) all rights and incidents of interest in and to all noncompetition or confidentiality
agreements, in each case including any all applications therefor or registrations, renewals, modifications and extensions thereof.


 


"International Airline Program," or "IAP"
means the exclusive American Express international airline program included as an embedded benefit for American Express Platinum Card®
and American Express Centurion® Card Members.


 


"Investor Entities" has the meaning ascribed
to it in the Share Purchase Agreement.


 






    5


     


    

 


"IATA" means the International Air Transport
Association, a trade association representing certain airlines.


 


"Joint Client" means any current or former
Client of both Parties, or any Person who is reasonably likely to become a Client of both Parties, in each case regardless of whether
such Joint Client became a Client of both Parties jointly or independently of the other Party.


 


"Juweel" has the meaning ascribed to
it in the preamble.


 


"Law" means any law (including common
law) statute, ordinance, regulation, rule, code or other requirement or rule enacted or promulgated by any Government Authority.


 


"Losses" means, collectively, all claims,
judgments, losses, liabilities, fines, costs, damages, settlements or expenses, including costs of investigation or litigation or other
proceedings and taxes and reasonable attorneys' fees including interest and penalties recovered by a third party with respect thereto,
whether or not a lawsuit has been filed.


 


"Marketing Funds" means any funds provided
by travel suppliers to travel agencies related to marketing supplier products or services, including hard dollar funds used for marketing,
TAP participation fees, or internal and external event sponsorships.


 


"Material Supplier" means (a) any Top
Supplier and (b) any Supplier listed on Exhibit V hereto, as such exhibit is amended from time to time as a result of the good faith negotiations
and mutual agreement of the Parties. Notwithstanding the foregoing, no Supplier shall be considered a "Material Supplier" for
purposes of this Agreement with respect to any Contract with such Supplier that represents less than or equal to [***] of the total revenue
of Amex in the aggregate with such Supplier during the preceding [***] as measured on each anniversary date of the Effective Date (and
measured on the Effective Date for the first year of the Agreement).


 


"Membership Rewards Program" means that
program through which Amex provides loyalty benefits and redemption options to Clients and/or Card Members.


 


"Net Fare" means a private rate for air
travel offered by airlines at a wholesale price to travel providers.


 


"Non-Material Supplier" means any Supplier
that is not a Material Supplier.


 


"O&D Model" has the meaning ascribed
to it in Section 2.06(b)(i).


 


"Opt-Out Right" has the meaning set forth
in Section 2.08(a).


 


"Outside Payment Date" has the meaning
ascribed to it in Section 2.06(b)(iv).


 


"Pacesetters" means that supplier-sponsored
program through which certain TLS Business travel counselors are recognized for their professional performance.


 


"Party" has the meaning ascribed to it
in the preamble.


 






    6


     


    

 


"Payment" means any transfer of money
or other consideration from one Party to the other Party pursuant to or necessitated by this Agreement.


 


"Payment Date" means, with respect each
Supplier Agreement or GDS Agreement, the date that is forty-five (45) days from the receipt by GBT Holdco of a payment and applicable
supporting documentation from the Supplier or GDS, as applicable.


 


"Person" means any individual, corporation,
partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated organization or other entity,
including any Governmental Authority.


 


"Post-Termination Period" has the meaning
ascribed to it in Section 6.05.


 


"Preferred Extra Hotel Program" means
the hotel component of the GBT Business' Preferred Extras Program.


 


"Promotional Content" means any promotional
content, including content related to Fine Hotels & Resorts, The Hotel Collection, ad-hoc Card Member offers, International Airline
Program content, the Membership Rewards Program, frequent flyer status, seat upgrades, seat class programs, and on-board amenities.


 


"Receiving Party" has the meaning ascribed
to it in Section 5.01(a). "Related Agreements" means the Contracts set forth in Schedule I.


 


"Relationship Manager" means the employee
of each Party primarily responsible for serving as the contact person of such Party for matters relating to this Agreement.


 


"Renewal Term" has the meaning ascribed
to it in Section 6.01.


 


"Share Purchase Agreement" has the meaning
ascribed to it in the recitals.


 


"Shareholders Agreement" has the meaning
ascribed to it in the recitals.


 


"Sharegap" means the industry performance
metric used by [***].


 


"Soft Dollar Funds" means any soft-dollar
travel funds provided by suppliers to travel agencies, which may be intended for product familiarization, incentive and reward and recognition
purposes, including travel authority cards, UATP account funds, travel vouchers, or travel certificates.


 


"Subsidiary" means, with respect to
any Person, any corporation or other organization, whether incorporated or unincorporated, of which (a) at least a majority of the
equity securities or other interests having by their terms ordinary voting power to elect a majority of the Board of Directors or
other Person or Persons performing similar functions with respect to such corporation or other organization is directly or
indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its
Subsidiaries or (b) such Person or any other Subsidiary of such Person is a general partner (excluding any such partnership where
such Person or any Subsidiary of such Person does not have a majority of the voting interests in such partnership).


 






    7


     


    

 


"Supplier" means any current or prospective
air, hotel/lodging, rail or car travel provider of GBT Holdco, or, if such relationship commenced prior to the Effective Date, any current
or prospective air, hotel or car travel provider of Amex on behalf of the GBT Business. Following the Effective Date, if, pursuant to
Section 2.01(f), Amex negotiates a regional or local agreement directly with an air, hotel or car travel provider, the definition of Supplier
shall exclude such air, hotel or car travel provider unless GBT Holdco agrees otherwise in writing.


 


"Supplier Agreement" means each prospective
or executed preferred supplier Contract, marketing Contract, incentive Contract or any other similar Contract (and all amendments and
addenda thereto) that provides for fixed and/or variable compensation, such as business development fees, overrides, commissions, Marketing
Funds and Soft Dollar Funds, entered into between GBT Holdco, and/or Amex and/or any TLS Rep and a Supplier, or, if Amex and/or any TLS
Rep is not party thereto, each Contract between GBT Holdco and a Supplier on behalf of GBT Holdco and/or Amex and/or any TLS Rep.


 


"Supplier Revenue" means all amounts
paid to or received by GBT Holdco under each Supplier Agreement.


 


"Term" has the meaning ascribed to it
in Section 6.01.


 


"Termination Date" has the meaning ascribed
to it in Section 6.01. "TLS Business" has the meaning ascribed to it in the recitals. "TLS Liaison" has the meaning
ascribed to it in Section 2.04(a).


 


"TLS Rep" means any franchisee of the
TLS Business that is part of Amex's U.S. Representative Travel Network.


 


"Top Supplier" means any Supplier listed
on Exhibit VI hereto, as such exhibit is amended from time to time as a result of the good faith negotiations and mutual agreement of
the Parties.


 


"Top Supplier Agreement" means a Supplier
Agreement with any Top Supplier.


 


"Top Supplier Change" has the meaning
set forth in Section 2.01(c)(ii). "Top Supplier Notice" has the meaning set forth in Section 2.01(c)(ii).


 


"Trademark" has the meaning ascribed
to it in the definition of Intellectual Property.


 


"Trademark License Agreement" means that
certain Trademark License Agreement by and among Amex, GBT US LLC, a limited liability company organized under the laws of the State of
Delaware, and, solely for the purposes of Section 13.4 therein, GBT Holdco, dated as of the Effective Date.


 


"Travelink" means Travelink, American
Express Travel, the TLS Rep headquartered in Nashville, Tennessee.


 


"U.S." means the United States of America.


 






    8


     


    

 


Section 1.02.         
Construction. As used herein, (a) all references to the plural number shall include the singular number (and vice versa);
(b) all references to the masculine gender shall include the feminine gender (and vice versa); (c) the words "include" and "including"
shall mean include or including without limiting the generality of the description preceding such term and are used in an illustrative
sense and not a limiting sense; and (d) all references to "herein" or like words shall refer to this Agreement. Section headings
are for convenience only and are not to be construed as part of this Agreement. Unless the context of this Agreement requires otherwise,
 "will" and "will not" are expressions of command, not merely expressions of future intent or expectation.


 


Article II


 


SUPPLIER
AND GDS CONTRACT NEGOTIATION SERVICES


 


Section 2.01.         
Supplier/GDS Contract Negotiation and Execution. Subject to Applicable Law and the consent of each Supplier or GDS, as applicable
(as described in Section 2.01(b)), and in accordance with the terms and conditions herein, GBT Holdco acknowledges and agrees that, during
the Term, it shall (i) negotiate with each Supplier and GDS for all Supplier Agreements and GDS Agreements, as applicable, on behalf of
itself, Amex and each TLS Rep, as applicable, (ii) use commercially reasonable efforts to include Amex as a party to each Supplier Agreement
and GDS Agreement (and all amendments and addenda thereto) that GBT Holdco enters into during the Term, and (iii) use commercially reasonable
efforts to ensure that Amex and/or the TLS Reps, as applicable, will be included as a beneficiary or beneficiaries, as applicable, to
each such Supplier Agreement and GDS Agreement (and all amendments and addenda thereto), in the event that GBT Holdco is unable to include
Amex as a party thereto (as described in clause (ii) above).


 


(a)            TLS
Reps.


 


(i)              
with respect to each Supplier Agreement that includes any TLS Rep as a beneficiary thereto as of the Effective Date, GBT Holdco
shall, in a manner consistent with the practices of the GBT Business prior to the Effective Date, continue to negotiate with the applicable
Supplier on behalf of such TLS Reps and enter into any amended or new Supplier Agreement with such Supplier on behalf of such TLS Reps,


 


(ii)             
with respect to each GDS Agreement that includes any TLS Reps as a beneficiary thereto as of the Effective Date, GBT Holdco shall,
in a manner consistent with the practices of the GBT Business prior to the Effective Date, continue to negotiate with the applicable GDS
on behalf of such TLS Reps and enter into any amended or new GDS Agreement with such GDS on behalf of such TLS Reps.


 


(b)           Supplier/GDS
Consent. Prior to commencing any negotiations relating to a Supplier Agreement or a GDS Agreement, as described in this
Section 2.01, GBT Holdco shall obtain the consent of the applicable Supplier or GDS to allow GBT Holdco to negotiate and enter into
such prospective Contract (or amendments or addenda thereto, if applicable) on behalf of itself, Amex and/or the TLS Reps, for such
prospective Contract; provided that if such consent is not given, (i) GBT Holdco shall have the right to continue negotiations with
such Supplier or GDS without including Amex and/or the TLS Reps as beneficiaries thereto, and (ii) Amex shall have the right to
negotiate directly on behalf of itself and/or the TLS Reps with such Supplier or GDS and enter into any Contract with such Supplier
or GDS, without GBT Holdco as a party or beneficiary thereto.


 






    9


     


    

 


(c)           
Amex Participation.


 


(i)              
prior to commencing any negotiations with any Material Supplier or GDS regarding a new Supplier Agreement or GDS Agreement, as
applicable, or an amendment or addendum to an existing Supplier Agreement or GDS Agreement, as applicable, GBT Holdco shall use commercially
reasonable efforts provide to Amex prior written notice of its intention to enter such negotiations and shall consult with Amex throughout
such negotiations to ensure GBT Holdco has the Data and information necessary to negotiate effectively on behalf of Amex and/or the TLS
Reps;


 


(ii)             
prior to commencing any negotiations with any Top Supplier regarding entry into a new Top Supplier Agreement or an amendment, extension
or renewal of an existing Top Supplier Agreement (each, a "Top Supplier Change"), GBT Holdco shall provide prior written notice
thereof to Amex (the "Top Supplier Notice"). The Top Supplier Notice shall be provided at least thirty (30) days prior to commencement
of such negotiations but in no event later than twelve (12) months prior to the natural termination or expiration of such Top Supplier
Agreement on its terms; provided that, for any Top Supplier Agreement that is in effect as of the Effective Date and is scheduled to expire
on its terms on or prior to the twelve (12) month anniversary of the Effective Date, GBT Holdco shall provide the Top Supplier Notice
to Amex as early as practicable after the Effective Date. The Top Supplier Notice shall contain a high-level summary of the proposed terms
of such Top Supplier Agreement, including the expected length of the term and other material operational terms thereof;


 


(iii)            
for all Supplier Agreements with Non-Material Suppliers, GBT Holdco shall provide Amex with quarterly updates including the current
terms of all such Supplier Agreements and any relevant information regarding the status of any open or ongoing negotiations. The type
of information to be provided in these quarterly updates and the format shall be as mutually agreed on by the Parties;


 


(iv)            
for all GDS Agreements, to the extent that GBT Holdco continues to negotiate GDS Tech Funds with the applicable GDS, it shall use
commercially reasonable efforts to include Amex requests and projects for GDS Tech Funds in such negotiations, consistent with the practice
of the GBT Business and the TLS Business prior to the Effective Date;


 


(v)              prior
to the execution of any new or amended Supplier Agreement or GDS Agreement negotiated by GBT Holdco on behalf of Amex and/or the TLS
Reps pursuant to this Agreement, regardless of whether such Supplier is a Material Supplier or a Non- Material Supplier, GBT Holdco
shall provide copies of such Supplier Agreement or GDS Agreement to Amex. For the avoidance of doubt, Amex agrees that GBT Holdco
may provide electronic copies of such Supplier Agreements or GDS Agreements to Amex in accordance with Section 8.03, including by
electronic mail, to satisfy the obligation set forth in this Section 2.01(c)(v); and


 






    10


     


    

 


(vi)            
notwithstanding the foregoing, Amex shall have no right to participate, and GBT Holdco shall have no obligation to include Amex,
in any negotiations between GBT Holdco or its Affiliates and any Supplier or GDS conducted pursuant to this Agreement after the Effective
Date; provided, however, that GBT Holdco shall continue to include Amex in Supplier and GDS negotiations in which Amex participated prior
to the Effective Date (e.g., [***]), but only as, and to the extent that, Amex participated prior to the Effective Date; provided, further,
that in no event shall the foregoing be read to eliminate GBT Holdco's obligation to negotiate and enter into Supplier Agreements and
GDS Agreements on behalf of Amex and/or TLS Reps, as applicable.


 


(d)           Equal
Terms. GBT Holdco shall use commercially reasonable efforts to ensure that Amex and the TLS Reps, to the extent covered by
the applicable GDS Agreement or Supplier Agreement, have access to all applicable Supplier and GDS products and services provided to
GBT Holdco under the Supplier Agreements and the GDS Agreements on the same commercial terms as set forth therein.


 


(e)           Nationality.
Each Supplier Agreement or GDS Agreement negotiated by GBT Holdco on behalf of Amex and/or the TLS Reps, as applicable, pursuant to this
Agreement shall include each country in which GBT Holdco operates immediately prior to the Effective Date, and GBT Holdco shall, upon
written request from Amex, use commercially reasonable efforts to extend such agreements to cover any additional countries in which Amex
operates the TLS Business; provided that such Supplier or GDS has the power and authority to operate in such countries, that such extension
does not violate any Applicable Law and Amex agrees to reimburse GBT Holdco for any additional costs incurred by GBT Holdco in connection
with such extension.


 


(f)            Agreements/Arrangements in Effect. GBT Holdco shall, throughout
the Term, (i) ensure it has a GDS Agreement with each GDS in full force and effect and (ii) use commercially reasonable efforts to ensure
that it has a Supplier Agreement in place or under negotiation, or an arrangement in place or under negotiation, with each Material Supplier,
in each case during the Term and consistent with the practice of the GBT Business prior to the Effective Date.


 


(g)           Exclusivity.
Prior to the earlier of the expiration of this Agreement and the date on which either Party delivers to the other Party a written
notification of termination of this Agreement pursuant to Section 6.01(b) -Section 6.04 hereto, GBT Holdco shall be the exclusive
party negotiating and contracting with any Supplier or GDS with respect to any Supplier Agreement or GDS Agreement, as applicable,
on behalf of Amex and each TLS Rep (to the extent such TLS Rep is a beneficiary of any Supplier or GDS Agreement with Amex or GBT
Holdco prior to the date hereof), as beneficiary or beneficiaries, as applicable, and, except as described herein, Amex shall not
directly negotiate with any Supplier with respect to any Supplier Agreement or with any GDS with respect to any GDS Agreement,
provided, however, that Amex may directly negotiate and execute Contracts:


 






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(i)               
with any Supplier or GDS solely for Promotional Content, in a manner consistent with past practice between the TLS Business and
the GBT Business prior to the Effective Date;


 


(ii)             
with any Supplier, at any time and in its sole discretion, in the event that Amex requires incremental funds for specific events
including Pacesetters, Fam Trips, and ad-hoc training opportunities in a manner consistent with past practice between the TLS Business
and the GBT Business prior to the Effective Date;


 


(iii)            
with any Supplier, in its reasonable discretion and upon prior written notice to GBT Holdco, in the event that such Supplier prohibits
or restricts Amex from performing certain actions on behalf of Amex's Customers which has an adverse effect on Amex, provided that such
negotiations shall be specifically limited to the issue of Amex having the right to perform such actions on such Customers' behalf;


 


(iv)            
with any Supplier, at any time and in its sole discretion, in the event that such Supplier is no longer a preferred supplier (as
such term is understood in the travel industry) of GBT Holdco and continues to be, in Amex's sole discretion, a preferred supplier of
Amex;


 


(v)             
with any regional or local Supplier, with the prior written consent of GBT Holdco (which shall not be unreasonably withheld, delayed
or conditioned);


 


(vi)            
with any GDS for any product offered by such GDS, provided that GBT Holdco has either (A) notified Amex that it is not interested
in obtaining such product for its own use prior to Amex engaging in such negotiations and it will not negotiate for such product on behalf
of TLS and/or TLS Reps, as applicable; or (B) not responded to Amex's request for approval to negotiate directly with such GDS for such
product within thirty (30) days of receipt thereof; provided, further, that if GBT Holdco is interested in obtaining such product for
its own use after receipt of Amex's request for approval, GBT Holdco will immediately commence negotiations with the applicable GDS to
obtain such product on behalf of itself and Amex and/or TLS Reps, as applicable;


 


(vii)           
with any Supplier for any product offered by such Supplier, provided that GBT Holdco has either (A) notified Amex that it is not
interested in obtaining such product for its own use prior to Amex engaging in such negotiations or (B) not responded to Amex's request
for approval to negotiate directly with such Supplier for such product within thirty (30) days of receipt thereof; provided, further,
that if GBT Holdco is interested in obtaining such product for its own use after receipt of Amex's request for approval, GBT Holdco will
immediately commence negotiations with the applicable Supplier to obtain such product on behalf of itself and Amex and/or TLS Reps, as
applicable;


 






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(viii)         
 with any Top Supplier upon exercising its Opt-Out Right with respect to such Top Supplier or upon GBT Holdco exercising its Exclusion
Right with respect to such Top Supplier; and


 


(ix)            
as otherwise set forth in Section 2.01(b), Section 2.02, Section 3.03 and Exhibit IIIA.


 


(h)           GBT Holdco acknowledges and agrees that the exclusivity restrictions set forth in Section 2.01(g) apply solely to Supplier Agreements
and GDS Agreements negotiated by GBT Holdco on behalf of the TLS Business of Amex and/or the TLS Reps and does not apply to any other
business unit or division of Amex or the American Express Company.


 


(i)             Amex
shall provide notice to GBT Holdco prior to engaging in any discussions or negotiations with a Supplier regarding (A) any form of alternative
compensation including direct connect, directed search or travel content search providers or (B) any topics that would adversely affect
the ability of GBT Holdco to negotiate Supplier Agreements with such Supplier. For the avoidance of doubt, the restrictions set forth
in this Section 2.01(i) shall not apply to any discussions between Amex and any Supplier regarding matters described in Section 2.01(g)(i)
through (ix).


 


Section 2.02.         
Net Fares. GBT Holdco and Amex agree to negotiate in good faith to reach an agreement governing Amex's access, process and
settlement with respect to a Net Fares program. The Parties shall continue such discussions for no less than sixty (60) days following
the Effective Date. In the event the Parties reach an agreement with respect to such Net Fares program, GBT Holdco and Amex shall define
and document the specific Net Fare program support that GBT Holdco shall provide to Amex and define and agree on the economics related
to such Net Fare program support. If the Parties are unable to reach an agreement within ninety (90) days following the Effective Date,
then Amex may negotiate, directly on behalf of itself (and any TLS Reps) and enter into any Contract with such Net Fares Supplier with
respect to Net Fares, notwithstanding the exclusivity provisions contained herein.


 


Section 2.03.         
TLS Information


 


(a)            Amex shall provide GBT Holdco mutually agreed-upon Data to assist GBT Holdco in negotiating Supplier Agreements and GDS Agreements
on behalf of Amex and/or the TLS Reps.


 


(b)           Notwithstanding anything in this Agreement to the contrary, GBT Holdco shall not provide [***] with any Data of any TLS Reps received
by GBT Holdco pursuant to this Agreement, including any non-aggregated Data of any TLS Rep, and GBT Holdco shall not make such Data accessible
to [***].


 


Section 2.04.         
Implementation and Operations.


 


(a)            Dedicated
TLS Account Liaison. GBT Holdco shall hire and fund at no cost to Amex a dedicated TLS Business account liaison that is
recommended and approved by Amex (the "TLS Liaison"). Commencing on the Effective Date, the TLS Liaison will be
responsible for day-to-day interactions with Amex, including ensuring (i) Amex is informed of the status of all Supplier and GDS
negotiations and (ii) the applicable GBT Holdco personnel has accurate and complete Data of Amex to assist such GBT Holdco personnel
in such negotiations on behalf of Amex and/or the TLS Reps.


 






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(b)           Access to GBT Holdco Programs. GBT Holdco shall provide
Amex access to GBT Holdco programs, including the Preferred Extras Hotel Programs, to the extent GBT Holdco has access to such programs
to the extent such Suppliers permit such access, and shall ensure that Amex IATA numbers are included in the filing of such programs by
the applicable participating Suppliers; provided that Amex shall adhere to the terms and conditions of GBT Holdco's agreements related
to such programs.


 


(c)           Content
Display. As between GBT Holdco and Amex, Amex shall have the right, in its sole discretion, to determine (i) which content
is displayed at its point of sale (both online and offline), (ii) how such content is displayed and (iii) the order of the search results
for such content all of which will be consistent with past practice prior to the Effective Date.


 


(d)           GDS
Discretion. Each of Amex and each TLS Rep, shall have the right, in its sole discretion, to choose the GDS it uses to provide
travel and travel-related services to their respective Customers and Clients, as applicable, provided that Amex provides written notice
to GBT Holdco of its intention to change a then-current GDS used by Amex or any TLS Reps at least twelve (12) months prior to the effective
date of such change and provided, further, that any such TLS Rep is not otherwise contractually bound to GBT Holdco or the applicable
GDS to not make such change. GBT Holdco acknowledges and agrees that (i) Amex intends to change GDSs in accordance with Exhibit II attached
hereto, and (ii) the foregoing shall constitute Amex's compliance with the notification requirements set forth in this Section 2.04(c)
with respect to the GDS changes set forth in Exhibit II.


 


(e)            GDS
Interaction/Assistance. Notwithstanding anything herein to the contrary, subject to Applicable Laws and the terms and conditions
of the applicable GDS Agreement, Amex shall have the right to interact on a daily basis with any GDS for the purpose of discussing issues
unrelated to the negotiation of any GDS Agreement (other than those GDS Agreements that Amex is permitted to negotiate directly with
the GDSs in accordance with the terms and conditions described herein), including technology-related issues (including implementation
and integration of Amex systems with the applicable GDS systems), products and service-level agreements, in each case consistent with
and to the extent that such interactions were conducted prior to the Effective Date. With respect to each GDS Agreement that, as of the
Effective Date, contains a provision requiring the applicable GDS, at GBT Holdco's or Amex's request, to provide reasonable assistance
to Amex in connection with the implementation and integration of its systems with the applicable GDS systems and products, GBT Holdco
will use commercially reasonable efforts to assist Amex in obtaining such assistance from such GDS. With respect to each GDS Agreement
that, as of the Effective Date, does not contain such a provision, GBT Holdco shall use commercially reasonable efforts to include such
a "reasonable assistance" provision described above in the first renewal, amendment or addendum to a GDS Agreement that is
effective on or after the Effective Date. With respect to each GDS Agreement to be entered into following the Effective Date, GBT Holdco
shall use commercially reasonable efforts to include such a "reasonable assistance" provision described above in any such GDS
Agreement.


 






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Section 2.05.         
TLS Representative Network.


 


(a)            Rules of Engagement for Business Travel. GBT Holdco shall,
and Amex shall cause the applicable TLS Reps to, comply with the rules of engagement attached hereto as Exhibit I, which rules of engagement
may be modified by mutual written agreement of the Parties from time to time.


 


(b)           Current
Business Travel Support. GBT Holdco shall provide the following support to the applicable TLS Reps for TLS Reps' relationships
with GBT Holdco or its Clients, as applicable, during the Term, in each case to the extent and on substantially the same terms as the
GBT Business provided support to such TLS Reps prior to the Effective Date: (i) provide access to the Preferred Extras Hotel Program;
(ii) continue to use [***] to support GBT Holdco's business under the Business Travel Partnership, consistent with past practice prior
to the Effective Date; (iii) provide access car rental corporate discount rates; and (iv) provide the TLS Reps the ability to use the
GDS Agreement with [***], provided that, with respect to TLS Reps that, as of the Effective Date, do not have the ability to use the
GDS Agreement with [***], GBT Holdco shall be required to use commercially reasonable efforts to provide such TLS Reps with such access;
and provided, further, that any additional costs incurred by GBT Holdco in connection with its efforts to provide such TLS Reps such
access shall be promptly reimbursed by Amex.


 


(c)            Additional
Business Travel Support. GBT Holdco shall use commercially reasonable efforts to provide to the TLS Reps such services and
support as the Parties may mutually agree upon to assist such TLS Reps in the provision of business travel services to their respective
Clients. Such services shall be (i) implemented pursuant to a mutually agreed-upon implementation schedule and (ii) provided at a mutually
agreed-upon reasonable cost to Amex or the applicable TLS Rep. For the avoidance of doubt, nothing herein shall create any obligation
for GBT Holdco to provide any such services if the Parties cannot mutually agree on the cost of such services; provided, however, that
GBT Holdco acknowledges that if it does not agree to provide such service to a TLS Rep or the Parties cannot mutually agree on a reasonable
cost to Amex or the applicable TLS Rep for such service, such TLS Rep shall have the right to obtain such service from any third party.


 


Section 2.06.         
Payments and Fees.


 


(a)          
GBT Holdco Compensation.


 


(i)              
No-Cost Services. GBT Holdco acknowledges and agrees that
the services provided to Amex and the TLS Reps hereunder, including those described in Exhibit IIIA hereto, are at no cost to either Amex
or the TLS Reps, other than (i) those costs set forth in the Transition Services Agreement (as defined in the Share Purchase Agreement)
and (ii) those costs set forth in Section 2.05(c) and Section 2.06(a)(ii) herein.


 


(ii)              Paid
Services. Amex acknowledges and agrees that (i) it shall pay to GBT Holdco negotiation support compensation for certain
services GBT Holdco shall provide to Amex and the TLS Reps under the terms of this Agreement after the Effective Date, in an amount
equal to such payments from the TLS Business to the GBT Business prior to the Effective Date, as specified in Exhibit IIIB, and (ii)
any additional services provided by GBT Holdco to Amex and/or the TLS Reps, as applicable, including services in excess of those set
forth herein, which shall be at a reasonable cost mutually agreed upon by the Parties.


 






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(b)          
Amex Compensation.


 


(i)              
Supplier Agreements. With respect to each Supplier Agreement,
on or prior to each Payment Date, GBT Holdco shall pay Amex an amount equal to the amount that would be owed to Amex according to the
allocation methodology set forth in Exhibit IV hereto, which reflects the allocation methodology used by the TLS Business and the GBT
Business as of the Effective Date to determine the TLS Business's share of revenue received by the GBT Business under Supplier Agreements.
In the event that an air Supplier determines that it will change the compensation model that it uses to compensate travel agencies (including
GBT Holdco and Amex) based on the specific origin and destination of the air travel booked (the "O&D Model"), GBT Holdco
shall pay to Amex its share of all amounts received by GBT Holdco according to the O&D Model, net of any applicable fees or offsets
attributable to such payment that are imposed by the Supplier. Notwithstanding the foregoing, during the Term, GBT Holdco shall not request
that airline Suppliers change or modify the methodology for compensation from a revenue-based model to a O&D Model without Amex's
prior written consent; provided, however, for the avoidance of doubt, nothing in the foregoing shall prevent GBT Holdco from entering
into any Contract contemplating such a change or modification if an airline Supplier initiates or requests such change or modification.


 


(ii)             
GDS Agreements. With respect to each GDS Agreement, on or
prior to each Payment Date, GBT Holdco shall pay Amex an amount equal to the per booking incentives or per segment incentives, as applicable,
set forth in each GDS Agreement, for each Amex booking and each TLS Rep booking on each GDS during the immediately preceding calendar
quarter, net of any fees or offsets attributable to such incentives imposed by the applicable GDS. In the calculation of amounts due Amex
under this Section 2.06(b)(ii), GBT Holdco shall use a rate of payment that is proportional to the rate of incentive payment to GBT Holdco
under the applicable GDS Agreement (e.g. if [***] of GBT Holdco's segment incentives are paid at [***] and [***] of GBT Holdco's segment
incentives are paid at a rate of [***], then [***] of Amex's segment incentives will be paid at [***] and [***] of Amex's segment incentives
will be paid at a rate of [***]). In addition, GBT Holdco acknowledges and agrees that, if Amex moves all or a portion of its business
from one GDS to another GDS, and the applicable GDS Agreement provides for additional incentive payments and/or bonuses to be paid in
connection with such change, such incentive payments and bonuses shall be paid to Amex in full from the applicable GDS or from GBT Holdco,
net of any fees or offsets imposed by the applicable GDS.


 


(iii)             Marketing,
Soft Dollar and GDS Tech Funds. With respect to each Supplier Agreement that includes an obligation of the Supplier to
provide Marketing Funds, Soft Dollar Funds, GDS Tech Funds and/or any other similar funds to GBT Holdco, on or prior to each Payment
Date, GBT Holdco shall allocate Amex an amount equal to Amex's share of the total Marketing Funds, Soft Dollar Funds and other
similar funds received by or otherwise accrued to GBT Holdco from each such Supplier during the immediately preceding calendar
quarter, to be calculated under the same allocation methodology used to determine the TLS Business share of such funds prior to the
Effective Date. In the event that GBT Holdco negotiates GDS Tech Funds from any GDS, GBT Holdco shall make allocations and payments
of such GDS Tech Funds to Amex, in a manner consistent with the practice of the GBT Business and the TLS Business prior to the
Effective Date and Amex shall have complete and absolute discretion on how, where and when to use such GDS Tech Funds, provided that
such use is in compliance with the terms of the applicable GDS Agreement; and provided, further, that, to the extent Amex's intended
use of such GDS Tech Funds would be reasonably construed to be inconsistent with the terms of the applicable GDS Agreement, Amex
shall have the right to enter into direct negotiations with the applicable GDS, which negotiations shall be specifically limited to
the issue of Amex obtaining rights to such intended use. Consistent with past practice, Amex shall inform GBT Holdco of the amount
of GDS Tech Funds allocated to Amex it wishes to use, and GBT Holdco shall promptly direct the GDS to release and transfer such GDS
Tech Funds to an account designated by Amex. The allocation of the Marketing Funds, Soft Dollar Funds and other similar funds shall
be subject to the terms (if any) set forth by the applicable Supplier, which such terms shall govern in the event of a conflict
between its intended allocation and the methodology listed in the prior sentence. No differing methodology will be used to
reallocate such funds after they are received by GBT Holdco.


 






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(iv)             With
respect to any payment due from GBT Holdco to Amex described in Section 2.06(b)(i), Section 2.06(b)(ii) and Section 2.06(b)(iii), in
the event GBT Holdco does not receive, within thirty (30) business days of the applicable Payment Date, supporting documentation
relating to the payment from the applicable Supplier or GDS, GBT Holdco shall notify Amex that it has not received such supporting
documents and use commercially reasonable efforts to obtain the relevant supporting documentation. GBT Holdco shall further notify
Amex when it receives the relevant supporting documentation and shall make the required payment to Amex as soon as practicable after
receiving such supporting documentation. Notwithstanding the foregoing, in the event GBT Holdco does not receive, within nine (9)
months of the applicable Payment Date (the "Outside Payment Date"), supporting documentation relating to the payment from
the applicable Supplier or GDS, GBT Holdco shall pay to Amex within ten (10) business days of the applicable Outside Payment Date an
amount equal to the total payment received from such Supplier or GDS multiplied by a percentage equal to Amex's average
percentage share of the payments received from such Supplier or GDS on the applicable preceding four (4) Payment Dates (the
 "Average Allocation Payment"); provided that in the event Amex has not received payments from such Supplier or GDS, as
applicable, on any of the preceding four (4) Payment Dates, the Average Allocation Payment shall be equal to the total payment
received from such Supplier or GDS multiplied by the average percentage share of payments attributable to Amex from such
Supplier or GDS, as applicable, as reasonably estimated by GBH Holdco, and provided, further, once the relevant supporting
documentation is received by GBT Holdco subsequent to the applicable Payment Date in which an Average Allocation Payment is made,
within thirty (30) days of the end of the relevant fiscal quarter, Amex or GBT Holdco, as applicable, shall make a true-up payment
to the other Party in an amount equal to the difference between the Average Allocation Payment and the total amount that Amex would
have received on the applicable Payment Date if such supporting documentation had been available.


 


Section 2.07.     
Reporting and Audit.


 


(a)        Reporting. During the term of any Supplier Agreement or
GDS Agreement, as applicable, notwithstanding the termination of this Agreement, GBT Holdco shall provide Amex access to any reporting
available using GBT Holdco's then-current systems reflecting GBT Holdco's and Amex's performance under the terms of all Supplier Agreements
and GDS Agreements, as applicable, including GBT Holdco, Amex and the TLS Reps sales and revenue by Supplier and GDS, country-specific
volume data by Supplier, and Sharegap for each Supplier. Following any written request of Amex for Supplier and GDS reporting not otherwise
in the possession of GBT Holdco, GBT Holdco shall use commercially reasonable efforts to provide such Supplier and GDS reporting to Amex,
as applicable. Any such additional Supplier and GDS reporting provided by GBT Holdco to Amex shall be provided at the sole cost and expense
of Amex at a cost mutually agreed upon by the Parties.


 


(b)      
Audit. During the term of any Supplier Agreement or GDS
Agreement, as applicable, notwithstanding the termination of this Agreement, GBT Holdco shall afford to Amex (or a mutually agreed-upon
Agent of Amex) and their auditors access to all of the books, records and properties of GBT Holdco, during normal business hours, and
upon reasonable advance notice, to enable Amex to audit the performance of GBT Holdco under this Agreement, including Section 3.02, as
well as documentation substantiating (i) the amounts received by GBT Holdco from each Supplier, (ii) distribution methodology used by
GBT Holdco in determining payments due to Amex hereunder, (iii) the amounts paid to Amex under this Agreement, and (iv) the terms of each
Supplier Agreement and GDS Agreement. GBT Holdco shall provide reasonable cooperation and assistance to any such Persons, including permitting
such Persons to make copies of such books and records and to discuss all aspects of GBT Holdco's business related to this Agreement with
any Agents of Amex, and GBT Holdco shall provide to Amex responses to all written requests for information regarding GBT Holdco's performance
under this Agreement; provided, however, that such audit, investigation, and preparation of responses shall not unreasonably or adversely
impact GBT Holdco's regular operations and business. Such audit shall be completed at Amex's sole expense.


 


Section 2.08.     
Top Supplier Opt-Out and Exclusion Right.


 


(a)        Notwithstanding
anything to the contrary in this Agreement, in the event that Amex receives a Top Supplier Notice from GBT Holdco pursuant to
Section 2.01(c)(ii) indicating an intended Top Supplier Change that would cause a Top Supplier Agreement to expire or naturally
terminate on a date later than December 31, 2017, following the receipt of such Top Supplier Notice, Amex (on behalf of itself and
each TLS Rep, as applicable) may, in its sole discretion, decline to be a party to, be included as a beneficiary under, or otherwise
be bound by the terms of, such Top Supplier Agreement (the "Opt-Out Right") and Amex shall have no obligations with
respect thereto. Amex shall notify GBT Holdco of its exercise of the Opt-Out Right in writing. In the event Amex receives, pursuant
to Section 2.01(c)(ii), a Top Supplier Notice prior to the twelve (12) month anniversary of the Effective Date for any Top Supplier
Agreement that is in effect as of the Effective Date and is scheduled to expire on its terms on or prior to the twelve (12) month
anniversary of the Effective Date, Amex may only exercise its Opt-Out Right no later than three (3) months following the receipt of
such Top Supplier Notice except as set forth in Section 2.08(b).


 






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(b)       
If, following delivery of a Top Supplier Notice, GBT Holdco reasonably determines that the terms set forth in such Top Supplier
Notice have materially changed in the course of negotiations, GBT Holdco shall provide notice to Amex of the new terms, including the
expected length of the term and other material operational terms thereof, and Amex shall provide any objections thereto reasonably promptly.


 


(c)       
With respect to each Top Supplier Notice, in the event that Amex does not exercise its Opt-Out Right following the receipt thereof,
GBT Holdco shall, no less than ten (10) Business Days prior to its entry into the definitive Top Supplier Agreement described in such
Top Supplier Notice, provide an electronic copy of such Top Supplier Agreement to Amex. In the event that Amex determines, in its reasonable
discretion exercised in good faith, that such Top Supplier Agreement contains terms that are materially different than those set forth
in the such Top Supplier Notice, Amex may exercise its Opt-Out Right and Amex shall have no obligations with respect to such Top Supplier
Agreement; provided that (i) Amex shall provide GBT Holdco notice of its decision to exercise its Opt-Out Right within three (3) Business
Days of Amex's receipt such copy of such Top Supplier Agreement, (ii) in the event that GBT Holdco does not agree, in its reasonable discretion
exercised in good faith, with Amex's determination under this Section 2.08(b), GBT Holdco shall have the right to hold a telephonic meeting
with Amex, which meeting shall include the Chief Executive Officer of the American Express Company to resolve such disagreement, as promptly
as reasonably practicable but in no event later than three (3) Business Days following the day Amex provides GBT Holdco notice of its
decision to exercise its Opt-Out Right.


 


(d)      
Following Amex's exercise of its Opt-Out Right with respect to any Top Supplier, GBT Holdco may exclude Amex (including applicable
TLS Reps) from being a party to or otherwise benefiting from any and all new Top Supplier Agreements or any extension or renewal of any
and all existing Top Supplier Agreements (a "Exclusion Right"), provided that (A) GBT Holdco shall notify Amex in writing no
later than twelve (12) months prior to the date on which such exclusion will take effect and (B) the exercise by GBT Holdco of its Exclusion
Right with respect to any Top Supplier Agreement shall not have no effect on any other Top Supplier Agreement.


 


(e)        Following
the exercise of an Opt-Out Right or Exclusion Right with respect to any Top Supplier Agreement, Amex (including TLS Reps) shall
continue to enjoy the same rights and benefits, to the same extent and on the same terms, as applicable prior to the such exercise,
until such time as such Top Supplier Agreement expires or terminates on its terms or is extended or is renewed; provided that,
following GBT Holdco's exercise of an Exclusion Right with respect to any Top Supplier Agreement, if GBT Holdco intends to enter
into such renewal or extension of such Top Supplier Agreement prior to the end of the then-current term of such Top Supplier
Agreement, GBT Holdco shall provide Amex prior written notice thereof no later than twelve (12) months prior to the effective date
of such extension or renewal.


 






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(f)        
Except as described in this Section 2.08, Amex's exercise of its Opt-Out Right and GBT Holdco's exercise of its Exclusion Right
with respect to any Top Supplier Agreement shall not alter the terms or otherwise impact Amex's rights and benefits under any other Top
Supplier Agreement.


 


(g)       
For the avoidance of doubt, in no event shall an exercise by Amex of its Opt-Out Rights or the exercise by GBT Holdco of its Exclusion
Rights be considered a termination of this Agreement.


 


Article III



COVENANTS


 


Section 3.01.     
Books and Records. Each Party shall maintain complete and detailed financial, administrative and other books and records
relating to this Agreement until the later of (a) one (1) year following the expiration or termination of this Agreement and (b) the period
of continuing performance under Article VI.


 


Section 3.02.     
Legal Compliance. Each Party represents, warrants and covenants that it shall comply with and perform its obligations hereunder
in compliance with all Applicable Laws, including the United States Foreign Corrupt Practices Act of 1977, as amended, and the United
Kingdom Bribery Act of 2010, as amended, as well as the rules and regulations and terms and conditions of the Airlines Reporting Corporation,
the Bank Settlement Plan, the International Air Transport Association, and the International Airlines Travel Agent Network, and their
successors, as applicable; provided, however, that if any Governmental Authority seeks to access any Confidential Information, the Parties
shall comply with the provisions of Article V herein.


 


Section 3.03.     
Compliance with Supplier Agreements. In the event that (a) GBT Holdco in good faith reasonably believes, or GBT Holdco receives
notification from a Supplier that, with respect to any Supplier Agreement to which Amex is a beneficiary, Amex's actions constitute material
noncompliance with the terms and obligations thereof, (b) GBT Holdco provides prompt written notice thereof to Amex and (c) Amex fails,
within thirty (30) days of receipt of such notice, to cure such noncompliance, then GBT Holdco may, in its sole discretion, by prior written
notice to Amex, revoke Amex's beneficiary rights under such Supplier Agreement, provided that, following such revocation, Amex shall have
the right to negotiate, directly on behalf of itself (and any TLS Rep) with the applicable Supplier and enter into any Contract with such
Supplier.


 


Section 3.04.     
Further Assurances. GBT Holdco shall, at its own expense upon the reasonable request of Amex, duly execute and deliver,
or cause to be duly executed and delivered, to Amex, such further instruments, and do and cause to be done such further acts, as may be
necessary or proper in the reasonable opinion of Amex to carry out more effectively the provisions and purposes of this Agreement.


 






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Article IV


 


REPRESENTATIONS
AND WARRANTIES


 


Section 4.01.     
Representations and Warranties of the Parties. Each Party represents and warrants to the other Party that:


 


(a)       
Organization. Such Party is a corporation or other legal
entity duly organized, validly existing and in good standing (where such concept exists) under the laws of the jurisdiction of its organization,
and has all requisite corporate or other power and authority and all necessary material governmental approvals to own, lease and operate
its properties and to carry on its business as now being conducted.


 


(b)       
Authority; Validity of Agreement. Such Party has the requisite
corporate or other power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement
has been duly executed and delivered by such Party, and, assuming due and valid authorization, execution and delivery hereof by the other
Party hereto, this Agreement is a valid and binding obligation, enforceable against it in accordance with its terms.


 


(c)       
Consents and Approvals; No Violations. None of the execution,
delivery or performance of this Agreement by such Party or compliance by it with any of the provisions hereof will (i) conflict with or
result in any breach of any provision of the certificate of incorporation and by-laws or similar organizational documents of such Party,
(ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Authority, (iii) result in a violation
or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination,
amendment, suspension, cancellation or acceleration) under, or trigger an obligation to pay any consideration, royalties or other amounts
in excess of those amounts otherwise owed by such Party, or require any consent under, or result in the creation of any encumbrance on
any of its material property or assets pursuant to any of the terms, conditions or provisions of any material Contract or other instrument
or obligation to which such Party or by which it or any of its respective properties or assets, may be bound or (iv) violate any Applicable
Law which such Party, any of its Subsidiaries or any of their properties or assets may be subject to, excluding from the foregoing clauses
(ii), (iii) and (iv) such filings, permits, authorizations, consents, violations, breaches, defaults, rights, obligations or encumbrances
which would not, individually or in the aggregate, have a material adverse effect on such Party.


 


(d)      
Litigation. As of the date hereof, there is no Action pending
or, to the knowledge of such Party, threatened against or involving such Party or any of its Affiliates that challenges the validity of
this Agreement or seeks to prevent, enjoin, alter or materially delay any of the aspects of the performance of any of its obligations
under this Agreement.


 


(e)       
No Other Representations. Except as to matters expressly
covered in this Article IV or in any Related Agreements, each Party hereby disclaims all other representations, warranties and guarantees,
whether express or implied.


 






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Article V


 


CONFIDENTIALITY


 


Section 5.01.     
Confidentiality.


 


(a)       
For purposes of this Agreement, "Confidential Information" means, with respect to each of the Parties and their respective
Affiliates, information of a confidential or proprietary nature that the receiving Party or its Affiliates (the "Receiving Party")
receive from the other Party or its Affiliates (the "Disclosing Party") in the performance of or in connection with this Agreement,
including any Data related to any Client of either Party or their respective Affiliates; information related to any patents, know-how,
designs, formulas, processes, technology, plans, trade secrets, inventions, discoveries, improvements and ideas or works of authorship
or other information relating to the business of either Party or their respective Affiliates; information concerning any of the Parties'
or their respective Affiliates' past, current or possible future products or projects; information about its research, development, purchasing,
accounting, marketing, or selling of products or services; and information concerning any of its past, current or possible future Clients
or business prospects.


 


(b)       
Each Party and, if applicable, their respective Affiliates shall preserve the strictest confidence of all the terms of this Agreement
and all Confidential Information using at least the same degree of care as it employs in maintaining in confidence its own confidential
information of a similar nature, but in no event less than a reasonable degree of care.


 


(c)       
The foregoing confidentiality obligations shall not apply to information that is: (i) already known and free of any restriction
on the Receiving Party prior to the date of disclosure thereof by the Disclosing Party; (ii) subsequently learned on a non-confidential
and lawful basis from an independent third party not bound by this Agreement; (iii) already in or hereafter becomes part of the public
domain through no fault of the Receiving Party; (iv) expressed in writing by the Disclosing Party to be non-confidential; (v) mutually
deemed in writing to be non-confidential by the Parties pursuant to this Agreement; (vi) in an aggregate form not attributable to the
Disclosing Party; or (vii) required by Applicable Law to be disclosed; provided, however, that if not prohibited by Applicable Law and
if practicable, the Receiving Party shall (A) give prompt written notice of any such request or requirement to the Disclosing Party, and
the Confidential Information of the Disclosing Party it believes it is required to disclose; and (B) cooperate to the extent practicable
with the Disclosing Party, at the Disclosing Party's expense, with any reasonable efforts of the Disclosing Party to avoid or minimize
such disclosure and/or obtain confidential treatment thereof or other protective order. If the Disclosing Party is unable to obtain a
protective order of confidential treatment, the Receiving Party may disclose the Disclosing Party's Confidential Information without breach
of this Agreement.


 


Section 5.02.     
Use of Confidential Information.


 


(a)        Except
with the prior written consent of the Disclosing Party, the Receiving Party shall not use or disclose any Confidential Information
to any Person except in connection with the performance of its obligations or exercise of its rights under this Agreement, provided
that the Receiving Party shall not use any of the Disclosing Party's Confidential Information for any purpose, other than that the
Receiving Party may disclose the Disclosing Party's Confidential Information to its Affiliates, or Agents, including its legal and
financial consultants (but only insofar as those people or entities require access to such Confidential Information to enable the
Party to fulfill its obligations under this Agreement), and provided, further, that such Affiliates, Agents and consultants comply
with the confidentiality provisions set forth in this Article V and elsewhere in this Agreement and any Related Agreement. The
Receiving Party shall not take any other action with respect to the other Party's Confidential Information inconsistent with the
confidential and proprietary nature of such information.


 






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(b)       
Notwithstanding anything in this Agreement to the contrary (except as set forth in this Section 5.02), Amex Card Transaction Data
shall not be disclosed, sold, assigned, leased, or otherwise provided by GBT Holdco or any of its Affiliates to any Person, or otherwise
used by GBT Holdco or any of its Affiliates, to the extent such Amex Card Transaction Data identifies, or is capable of identifying, (i)
Card Members, either individually or as a Card Member; (ii) the value, number or nature of transactions conducted by Card Members or Joint
Clients; or (iii) transactions made using Cards or a specific type of Card (as opposed to transactions generally).


 


Section 5.03.     
Data Protection and Security. Amex shall have the right, in its sole discretion, to determine which of its Confidential
Information GBT Holdco will be able to access from Amex, Suppliers, or GDSs ("Accessible TLS Data") and the scope of such access;
provided that such Accessible TLS Data must be sufficient to enable GBT Holdco to perform its obligations under this Agreement effectively.
Accessible TLS Data will only be given to GBT Holdco employees that had received prior written approval of an Amex Executive Vice President,
and who specifically require access to Accessible TLS Data in the course of performing GBT Holdco's obligations under this Agreement.
Notwithstanding anything contained in this Agreement to the contrary, GBT Holdco shall in no event use Accessible TLS Data or any other
Data or information it received, before or after the Effective Date, from Amex, or any Supplier or any GDS in respect of Amex transactions,
for any purpose other than to perform the specific services detailed in this Agreement, including using such Data or information to target
American Express Card Members for marketing purposes, without the consent of Amex. GBT Holdco shall not request any Amex data from any
suppliers other than Suppliers for purposes of performing its obligations under this Agreement. Amex may request that GBT Holdco comply
with additional data protection or security measures, provided that if such measures are inconsistent with GBT Holdco's standard data
protection and security measures and are not otherwise required by any other Related Agreement, such measures shall be provided at a cost
mutually agreed upon by the Parties.


 


Section 5.04.      Return
or Destruction of Confidential Information. Each Party and, if applicable, their respective Affiliates, shall return
Confidential Information of the other Party or its Affiliates, or destroy it, upon the termination or expiration of this Agreement,
subject to Applicable Laws requiring its retention and any provisions of this Agreement allowing retention of Data, and in the case
of electronic Data, automatic back-up procedures, and each Party shall certify to the other Party in writing that such Confidential
Information has been destroyed within ten (10) days of such destruction. To the extent that a Party or its Affiliates retains
Confidential Information of the other Party or its Affiliates following the termination or expiration of this Agreement, as
permitted by this Agreement, such Confidential Information shall continue to be subject to the requirements of this Article V.


 






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Section 5.05.     
Notice of Disclosure of Confidential Information. In the event that either Party learns that Confidential Information of
the other Party or its Affiliates has been disclosed to or accessed by an unauthorized Person, such Party shall give reasonably prompt
notice of such event to the other Party's Relationship Manager.


 


Section 5.06.     
Remedies.


 


(a)       
Without prejudice to any other rights or remedies that a Party may have under this Agreement, the Parties acknowledge and agree
that damages would not be an adequate remedy for any breach of this Article V, that the remedies of injunction, specific performance and
other equitable relief are appropriate for any threatened or actual breach of any such provision, and that no proof of special damages
shall be necessary for the enforcement of the rights under this Article V.


 


(b)      
The obligations contained in this Article V shall survive the termination of this Agreement.


 


Article VI



TERM AND TERMINATION


 


Section 6.01.     
Term and Renewal.


 


(a)       
This Agreement shall be effective as of the Effective Date. The term of this Agreement shall commence on the Effective Date and
continue until the Expiration Date (the "Initial Term"), and shall thereafter automatically renew for additional two-year terms
(each, a "Renewal Term" and, together with the Initial Term, the "Term"), unless (i) terminated earlier pursuant to
Section 6.01(b), Section 6.02, Section 6.03, Section 6.04, or Section 8.10; or (ii) either Party provides written notice of non-renewal
to the other Party at least six (6) months prior to the expiration of the Initial Term or any Renewal Term, as applicable.


 


(b)       
Notwithstanding the foregoing, Amex shall have the right to terminate this Agreement, effective as of the last day of the third
contract year of the Term (the "Early Termination Date"), by providing written notice thereof to GBT Holdco at least six (6)
months prior to the Early Termination Date. If Amex fails to provide such notice, the Agreement shall remain in effect until at least
the end of the Initial Term.


 


Section 6.02.     
Termination for Breach/Insolvency. Either Party may terminate this Agreement, effective immediately, upon written notice
to the other Party thereof, if the other Party (a) has committed a material breach of its obligations under this Agreement and has failed
to cure such material breach within sixty (60) days of receipt by the other Party of written notice thereof; (b) has liquidated or dissolved;
or (c) becomes or is adjudicated insolvent, is unable to meet or has ceased paying its debts generally as they become due, is subject
to any insolvency or bankruptcy proceeding, makes an assignment for the benefit of creditors or is subject to receivership, conservatorship
or liquidation.


 






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Section 6.03.     
Termination by Agreement. The Parties shall have the right to terminate this Agreement by mutual written consent at any time.


 


Section 6.04.     
Termination for Specific Events. Amex may terminate this Agreement immediately, upon written notice to GBT Holdco, if:


 


(a)       
GBT Holdco fails to pay any undisputed amounts due in accordance with the terms of this Agreement;


 


(b)      
GBT Holdco acquires, merges or enters into a Contract with any Amex Competitor without the consent of Amex, other than Contracts
entered into in the ordinary course of business with a business travel Client of GBT Holdco;


 


(c)       
Amex at any time triggers the "Step-Down" provision of Section 8.2(a) of the Trademark License Agreement (as that term
is understood in the Trademark License Agreement);


 


(d)       
Juweel at any time triggers the "Step-Down" provision of Section 8.2(b) of the Trademark License Agreement (as that term
is understood in the Trademark License Agreement); or


 


(e)      
 (i) the "Enterprise Compliance Period" in the Shareholder's Agreement (as defined therein) expires, or (ii) the Shareholder's
Agreement is terminated.


 


GBT Holdco shall provide written notice to Amex
as much in advance of the occurrence of any event set forth in Sections 6.04(b)—(e) as reasonably practicable.


 


Section 6.05.     
Survival.


 


(a)       
Post-Termination. Upon the earlier of (i) receipt by GBT
Holdco of a notice of termination pursuant to Section 6.01(b)-Section 6.04 herein and (ii) the termination or expiration of this Agreement
for any reason, (A) GBT Holdco shall not renew any Supplier Agreement or GDS Agreement on behalf of Amex and/or any TLS Reps following
the then-current term of such Supplier Agreement or GDS Agreement, as applicable, and (B) GBT Holdco shall not negotiate any Contract
with any Supplier or GDS which would, or would reasonably be expected to, hinder or otherwise obstruct the ability of Amex to conduct
business with such, or any other, Supplier or GDS. Following the termination or expiration of this Agreement for any reason (other than
a termination of this Agreement by Amex under Section 6.02), each Party shall continue to perform its obligations under this Agreement
until, with respect to each Supplier Agreement and GDS Agreement, the end of the then-current term of each Supplier Agreement or each
GDS Agreement, as applicable (each, a "Post-Termination Period"). GBT Holdco's payment obligations to Amex under this Agreement
shall continue following the termination or expiration of this Agreement for transactions made with Suppliers and GDSs during the Term
and each Post-Termination Period, as applicable, until all amounts due Amex in respect of such transactions have been paid in full.


 


(b)       The
following provisions of this Agreement shall survive the termination of this Agreement for any reason: Section 1.01, Section 1.02,
Section 2.06, Section 2.07, Section 3.01, Section 3.02, Article V, Section 6.05, Article VII, Section 8.04, Section 8.05, Section
8.06, Section 8.07, Section 8.08, and Section 8.14.


 






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Article VII



INDEMNIFICATION


 


Section 7.01.     
Mutual Indemnification. Subject to Section 7.03, each Party hereto (the "Indemnifying Party") will indemnify,
defend and hold harmless the other Party and any Affiliate or Agent of the other Party (collectively, the "Indemnified Party"),
from and against any and all Losses that result from, arise out of, relate to or are incurred by reason of or on account of, a third-party
Claim due to: (i) the Indemnifying Party's or its Affiliate's or its Agent's failure to perform its duties or obligations under this Agreement;
(ii) the gross negligence or willful or intentional misconduct of the Indemnifying Party or its Affiliates or its Agents in the course
of the performance of its or their duties and obligations under this Agreement; (iii) the Indemnifying Party's or its Affiliate's or Agent's
breach of any representation, warranty or covenant hereunder; or (iv) the failure of the Indemnifying Party (including its Affiliates
and Agents that perform on behalf of the Indemnifying Party hereunder) to comply with its obligations set forth in Section 3.02.


 


Section 7.02.     
Indemnification Procedures.


 


(a)       
Each Indemnified Party shall promptly notify the Indemnifying Party in respect of any Losses of which the Indemnified Party becomes
aware which may give rise to a right of indemnification pursuant to Section 7.01. If an Indemnified Party fails to give prompt notice
of any such Losses to the Indemnifying Party, such failure shall not limit the liability of the Indemnifying Party, except to the extent
the Indemnifying Party demonstrates that it is prejudiced thereby.


 


(b)       
Each Indemnifying Party shall have the right to defend or settle any Losses for which it is obligated to indemnify an Indemnified
Party; provided, however, that the Indemnifying Party shall not settle any Action without the Indemnified Party's prior written approval
where such settlement would involve an admission of wrongdoing, continuing liability or diminution of rights or increase of obligations
assumed by the Indemnified Party under this Agreement or require the Indemnified Party to pay any amounts to any Person.


 


(c)       
Each Indemnified Party shall have the right to participate in the defense of any Claims at its own expense and with its own counsel.


 


(d)      
Each Party shall reasonably cooperate with the other Party to defend, settle or investigate any Claims or potential Claims made
by any Person against such Party on the basis of any alleged act or failure to act, whether or not such Claims are subject to indemnification
hereunder, provided that the requesting Party shall reimburse the other Party for any reasonable out-of-pocket expenses incurred in complying
with this Section 7.02.


 






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Section 7.03.     
Limitations of Liability.


 


(a)      
 NOTWITHSTANDING ANY OTHER PROVISIONS HEREOF, IN NO EVENT SHALL EITHER
PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, NOR
FOR ANY LOST PROFITS, LOST REVENUES, LOST SAVINGS OF LOST BUSINESS RELATING TO, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT.


 


(b)       
Notwithstanding anything else in this Agreement to the contrary, no Party shall be liable in connection with a Claim made against
it for any Losses to the extent that:


 


(i)                
the Loss that is the subject of such Claim has already been recovered in respect of another Claim or is a Loss for which the Indemnified
Party has been compensated or otherwise made good; or


 


(ii)               
such Claim relates to a Claim for which indemnity or other alternative remedies are provided for under any other Related Agreement
and such remedies have not yet been exhausted thereunder.


 


Section 7.04.     
Remedies Cumulative. Subject to any other provision of this Agreement stating otherwise (including any exculpatory provisions),
the remedies provided for in this Agreement shall be cumulative and shall not preclude assertion by any Party hereto of any other rights
or the seeking of any other remedies against the other Party.


 


Article VIII



MISCELLANEOUS


 


Section 8.01.     
Fees and Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the Party incurring
such expenses, except as otherwise specifically provided in this Agreement.


 


Section 8.02.     
Amendment and Modification. This Agreement may be amended, modified and supplemented in any and all respects, but only by
a written instrument signed by all of the Parties expressly stating that such instrument is intended to amend, modify or supplement this
Agreement.


  






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Section 8.03.     
Notices. All notices and other communications hereunder shall be in writing and shall be deemed given (and shall be deemed
to have been duly given upon receipt) if mailed, delivered personally, sent by facsimile (which is confirmed), by electronic mail (which
is confirmed) or sent by an overnight courier service, such as Federal Express, to the Parties at the following addresses (or at such
other address for a Party as shall be specified by like notice):


 


	To Amex:	
    American Express Travel Related Services Company, Inc.

    Three World Financial Center

    200 Vesey Street

    New York, New York 10285-3500

    Attn: Executive Vice President, American Express Travel &
    Lifestyle Services

	With an informational copy to:	
    General Counsel's Office

    American Express Travel Related Services Company, Inc.

    Three World Financial Center

    200 Vesey Street

    New York, New York 10285-4900

    Attn: Managing Counsel, U.S. Consumer Services

	To GBT Holdco:	
    GBT III B.V.

    Hoogoorddreef 15 Atlas-Arena

    1101 BA Amsterdam

    Attn: General Counsel’s Office and William Glenn

	With an informational copy to:	
    Juweel Investors Limited

    119 West 40th Street, 12th Floor

    New York, NY 10018

    Attn: Secretary









Section 8.04.     
Mediation and Arbitration.


 


(a)       
The Parties agree that any and all disputes, claims or controversies arising out of or related to this Agreement, including any
Claims under any Applicable Law ("Disputes"), shall be submitted to mediation. If a Dispute is not resolved through mediation
within forty-five (45) days from such submission, it shall be submitted for binding arbitration upon the demand of either Party. Any mediation
and/or arbitration shall take place in the State of New York, New York County, and shall be administered by, and pursuant to the rules
of, the American Arbitration Association or JAMS, upon the election of the Party asserting the Dispute. In the event of any inconsistency
between this Section 8.04 and any rule of the arbitration organization, this Section 8.04 will control. Except as otherwise provided for
herein, neither Party will have the right to litigate Disputes.


 


(b)       DISPUTES
SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTES TO BE ARBITRATED ON A CLASS
ACTION BASES OR IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR OTHER ENTITIES SIMILARLY SITUATED.
Furthermore, Disputes brought by either Party against the other Party may not be joined or consolidated in arbitration with Disputes
brought by or against any third party, unless agreed to in writing by all Parties. The Arbiters' authority to resolve Disputes and
to make awards is limited to Disputes between the Parties alone, and is subject to the limitations of liability set forth in this
Agreement. No arbitration award or decision shall be given preclusive effect as to issues or claims in any Dispute with anyone who
is not a Party to the arbitration. The mediation/arbitration proceedings and all documentation and/or information related to such
processes shall be deemed confidential. All offers, promises, conduct and statements, whether written or oral, made in the course of
the negotiations and arbitration by any of the Parties, their Agents, experts, and by the Arbiters', are confidential, privileged
and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the Parties, provided that
evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use
in the negotiation or arbitration. Should any portion of this subclause (b) be stricken from this Agreement or deemed otherwise
unenforceable, then this entire Section 8.04 shall not apply, other than this sentence.


 






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(c)       
Notwithstanding the foregoing, the Parties expressly agree that a mediation or an arbitral tribunal appointed hereunder or under
any of the Related Agreements may exercise jurisdiction with respect to Disputes or controversies arising under, out of, relating to or
in connection with this Agreement and any of the Related Agreements, which are related by common questions of law or fact that could result
in conflicting awards or obligations, and the Parties expressly consent to the consolidation of arbitrations commenced hereunder and/or
under one or more of the Related Agreements. When arbitrations are consolidated as contemplated herein, they shall be consolidated into
the mediation or arbitration that commenced first, unless otherwise agreed by the Parties.


 


(d)       
Subject to the second sentence of subclause (e) below, the Parties shall be equally responsible for paying the mediation and arbitration
fees (including filing, administrative, hearing and/or other fees) incurred hereunder, provided by the rules of the arbitration organization
selected in accordance with this Section 8.04.


 


(e)       
The Parties agree that the Arbiters' decision shall be final and binding. The provisions of this Section 8.04 may be enforced in
a court of competent jurisdiction, and the Party seeking enforcement shall be entitled to an award of all costs, fees and expenses incurred
in obtaining the enforcement of this provision to be paid to the Party against whom enforcement is ordered.


 


(f)        
Subject to Section 8.05, either Party shall have the right to seek equitable relief (i) in arbitration prior to the arbitration
proceedings to enforce the status quo, and (ii) in a court to enforce the confidentiality provisions set forth in Article V. For the avoidance
of doubt, nothing in this Section 8.04 shall prevent either Party from seeking an injunction against the unauthorized use or disclosure
of that Party's or its Affiliates' Intellectual Property or Confidential Information in accordance with Article V. The Parties shall be
entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law (without being required to post a
bond or other security or provide special proof, which requirement GBT Holdco agrees to waive).


 


(g)      
This arbitration provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal
Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended.


 






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Section 8.05.     
Governing Law; Jurisdiction and Venue.


 


(a)      
 This Agreement shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect
to any choice or conflict of law provision or rule thereof or any other jurisdiction that would give rise to the application of the Laws
of another jurisdiction.


 


(b)       
Any Dispute arising out of, relating to or in connection with this Agreement other than those submitted to an Arbiter in accordance
with Section 8.04, including, any Dispute regarding the validity or termination of this Agreement, or the performance or breach of this
Agreement, shall be brought exclusively in the Supreme Court of the State of New York or the United States District Court for the Southern
District of New York, in each case, in a court sitting in New York County, and the appellate courts having jurisdiction with respect to
appeals from such courts. In that context, and without limiting the generality of the foregoing, each of the Parties irrevocably and unconditionally:


 


(i)                
consents that any such Action may and shall be brought in such courts and waives any objection that it may now or hereafter have
to the venue or jurisdiction of any such Action in any such court or that such Action was brought in an inconvenient court and agrees
not to plead or claim the same;


 


(ii)               
waives all right to trial by jury in any Action;


 


(iii)              
agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such Party at its address as provided in Section 8.03; and


 


(iv)              
agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the
Laws of the State of New York.


 


Section 8.06.     
Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the Parties' entire agreement on and supersedes
all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof and thereof,
and (b) is not intended to confer upon any Person other than the parties hereto and thereto any rights, benefits or remedies hereunder
or thereunder.


 


Section 8.07.      Severability.
Any term or provision of this Agreement that is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of such invalid, void or unenforceable term or provision in any other situation
or in any other jurisdiction. If the final judgment of a Governmental Authority of competent jurisdiction declares that any term or
provision hereof is invalid, void or unenforceable in a jurisdiction, such term or provision shall be fully severable from this
Agreement and this Agreement shall be construed and enforced in such jurisdiction as though such invalid, void or unenforceable term
or provision never comprised a part hereof. Furthermore, the Parties shall negotiate in good faith to reduce the scope, duration,
area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or
unenforceable term or provision with a term or provision that is valid and enforceable in the relevant jurisdiction and that comes
closest to expressing the intention of the invalid or unenforceable term or provision in such jurisdiction.


 






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Section 8.08.     
Intellectual Property. Except as otherwise expressly provided in this Agreement or otherwise mutually agreed in writing
by the Parties, nothing in this Agreement shall have the effect of granting to or vesting in either Party any Intellectual Property or
any other right, title or interest in or to any information, Data (including in the case of Amex, the Amex End User Data), materials,
ideas, strategies, concepts or policies of, or any work provided, devised, developed or created by, the other Party in relation to this
Agreement or otherwise owned by the other Party.


 


Section 8.09.     
Extension; Waiver. Any Party may, on its own behalf, (a) extend the time for the performance of any of the obligations or
other acts of the other Party, (b) waive any inaccuracies in the representations and warranties of the other Party contained in this Agreement
or in any document delivered pursuant to this Agreement or (c) waive compliance by the other Party with any of the agreements or conditions
contained in this Agreement. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in
an instrument in writing signed by or on behalf of such Party. The failure of any Party to assert any of its rights under this Agreement
or otherwise shall not constitute a waiver of those rights.


 


Section 8.10.     
Force Majeure. If any Party is unable to perform its obligations under this Agreement in whole or in part as a consequence
of events beyond its reasonable control (including acts of God, terrorism, fire, explosion, public utility failure, accident, floods,
embargoes, epidemics, war, nuclear disaster or riot), such failure to perform shall not be considered a breach of this Agreement during
the period of such disability (labor strikes, lockouts or other labor issues shall not be deemed to be beyond a Party's reasonable control).
Upon the occurrence of any such force majeure event, the disabled Party shall promptly notify the other Party in writing of the occurrence
thereof, the extent of its inability to perform its obligations under the Agreement as a consequence thereof, the expected duration of
such inability to perform, and of any material developments that appear reasonably likely to further adversely affect the ability of the
disabled Party to perform any of its obligations under this agreement in whole or in part. If a Party is unable to perform its obligations
under this Agreement as a consequence of a force majeure event as described above for more than six (6) months, then the other Party shall
have the right to terminate this Agreement immediately upon written notice.


 


Section 8.11.     
Assignment.


 


(a)       
Subject to_Error! Reference source not found., neither this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by any Party (whether by operation of Law or otherwise) without the prior written consent of the other Party and any
such attempted assignment shall be null and void. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the
benefit of and be enforceable by the Parties and their respective successors and assigns.


 


(b)       Either
Party may assign this Agreement or its rights or obligations hereunder or delegate the performance of its obligations hereunder to
any of its Affiliates to perform the obligations upon written notice to the other Party, provided, however, that (i) such assignment
shall not in any manner limit or affect assignor's obligations hereunder; (ii) such assignment shall be valid only for so long as
such assignee remains an Affiliate of the assigning Party; and (iii) such assignee may not assign the rights or obligations
hereunder to any other party. Notwithstanding the foregoing, in no event may GBT Holdco assign any of its rights or obligations or
delegate the performance of its obligations hereunder to any Affiliate that is an Amex Competitor, as that term is defined herein or
in any Related Agreement.


 






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Section 8.12.     
Subcontracting. Neither Party may subcontract any of their services, responsibilities or duties hereunder without the prior
written consent of the other Party; provided, however, that nothing in this Agreement shall prevent either Party from delegating responsibilities
under this Agreement to any of its Affiliates. In the event that any services, responsibilities, or duties under this Agreement are subcontracted,
the subcontracting Party shall remain fully responsible for the performance of all obligations under this Agreement notwithstanding any
subcontracting. Notwithstanding the foregoing, in no event may GBT Holdco subcontract any of its services, responsibilities or duties
hereunder to any Affiliate that is an Amex Competitor, as that term is defined herein or in any Related Agreement.


 


Section 8.13.     
Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when the two or more counterparts have been signed by each of the Parties and delivered to the other
Party. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, ".pdf' or other electronic transmission
will be as effective as delivery of a manually executed counterpart of this Agreement,


 


Section 8.14.     
Relationship of the Parties. The Parties acknowledge that nothing in this Agreement is intended or shall be construed to
create or establish any agency, partnership or joint venture relationship or association between the Parties or any of their Affiliates,
and that neither Party can take any action which is legally binding on the other without the prior written consent of the Party to be
charged, except as expressly provided for herein; the Parties expressly disclaim such relationship and agree that they are acting solely
as independent contractors hereunder.


 


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IN WITNESS WHEREOF, Amex and GBT Holdco have caused
this Agreement to be executed and delivered as of the date and year first written above.


 


AMEX:


 


	 	AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.,

 a New York corporation




 


	 	By:	 	/s/ Claire M. Bennett




	 	 	Name.	Claire M. Bennet




	 	 	Title:	Executive Vice President/General Manager, American Express Travel & Lifestyle Services




 


GBT HOLDCO:


 


	 	GBT III B.V., a Netherlands private company with limited liability




 


	 	By:	 	/s/ William H. Glenn




	 	 	Name:   William H. Glenn




	 	 	Title:   President and Chief Executive Officer




 


[Signature Page to Travel & Lifestyle Services
Operating Agreement]