WARRANT AGREEMENT

Exhibit 10.23

TRX, INC.

WARRANT AGREEMENT

This Warrant Agreement (the “Agreement”) is entered into as of the 16th day of November, 2001 (the “Effective Date”), by and between TRX, Inc., a Georgia corporation (the “Company”) and Sabre Investments, Inc., a Delaware corporation (“Holder”).

W I T N E S S E T H:

WHEREAS, the Company has agreed to grant to Holder warrants (the “Warrants”) to purchase shares of Common Stock, $.01 par value per share, of the Company (the “Common Stock”) in the amounts and subject to the terms and conditions hereinafter set forth;

NOW, THEREFORE, for and in consideration of the premises and mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

(a) Subject to the terms and conditions set forth herein, the Company hereby grants to Holder the right to purchase from the Company the number of validly issued, fully paid and nonassessable shares of common stock of the Company (“ Common Stock ”) in the amount set forth in Section l(b)(i) below at an initial exercise price per share equal to Eleven Dollars and Three Hundred Twenty Six/10000 ($11.0326) (the “ Exercise Price ”). The number of shares of Common Stock purchasable under this Warrant and the Exercise Price are subject to adjustment as provided below.

(b) Determination of the Number of Shares Represented by this Warrant and Adjustment of Exercise Price .

(i) The number of shares of Common Stock that may be purchased upon the exercise of this Warrant shall be 640,285 shares (the “Warrant Shares”).

(ii) In the case that the Company shall, after the date hereof, issue or enter into an agreement to issue additional shares of Common Stock, or securities convertible into Common Stock (except for (A) shares of capital stock issued upon conversion of any shares of the Company’s preferred stock, (B) shares of capital stock issued or issuable pursuant to options or purchase agreements, warrants, capital appreciation rights, calls, convertible shares, convertible debt securities or other rights to acquire the Company’s authorized and unissued capital stock which are outstanding on the date hereof, (C) shares issued to options granted pursuant to the 2000 Stock Incentive Plan with an exercise price of greater than $5.51, (D) shares of Common Stock issued pursuant to a subdivision of the Common Stock or stock dividend pursuant to which the number of shares for which this Warrant is exercisable and the purchase price therefore are adjusted pursuant to Section 7 hereof, (E) shares of capital stock issued pursuant to the exchange, conversion or exercise of any securities convertible into Common Stock that have previously been incorporated into computations hereunder on the date when such

convertible securities were issued) (a “ Dilutive Issuance ”) at a purchase price per share for which Common Stock is issuable less than the Exercise Price then in effect, then (I) the Warrant Shares for which the Warrants are exercisable shall be adjusted to equal the number determined by multiplying the Warrant Shares for which the Warrants are exercisable immediately prior to such adjustment by a fraction (the “Adjustment Fraction”), of which (x) the numerator shall be the number of shares of Common Stock outstanding immediately prior to such Dilutive Issuance plus the number of shares of Common Stock in which such Dilutive Issuance is convertible and (y) the denominator shall be (1) the number of shares of Common Stock outstanding immediately prior to such Dilutive Issuance plus (2) the number of shares of Common Stock which the aggregate amount of consideration, if any, received by the Company for the total number of such additional shares of Common Stock so issued or sold in such Dilutive Issuance would purchase at the Exercise Price in effect immediately prior to such Dilutive Issuance; and (II) the Exercise Price shall be adjusted to equal the price obtained by dividing the Exercise Price immediately prior to such adjustment by the Adjustment Fraction; provided, that such adjustments shall be made only if the number of Warrant Shares for which the Warrants are exercisable determined from such adjustment shall be greater than the number of Warrant Shares for which the Warrants are exercisable in effect immediately prior to the Dilutive Issuance.

(iii) Promptly after any adjustment in the Exercise Price pursuant to this Section 1, the Company shall give written notice to the Holders of the Exercise Price following such adjustment, together with a schedule of computations of such adjustment and confirmation from the Company’s auditors of such adjustment.

(a) General . Upon satisfaction of the conditions set forth herein, the Warrants may be exercised by Holder’s delivery to the Secretary of the Company of a written notice of exercise executed by Holder (the “Notice of Exercise”). The Notice of Exercise shall be substantially in the form set forth as Exhibit A, attached hereto and made a part hereof, and shall identify the number of Warrants that are being exercised.

(b) Partial Exercise . Holder may exercise Warrants to purchase fewer than all of the Warrant Shares then exercisable, but such exercise may not be made for (i) if prior to an IPO, less than 100,000 Warrant Shares or the total remaining Warrant Shares subject to the Warrant, if less than 100,000 shares or (ii) if after an IPO, less than the maximum amount of shares of Common Stock that could be sold by Holder pursuant to Rule 144 under the Securities Act of 1933, as amended, during the calendar month of such exercise or the total remaining Warrant Shares subject to the Warrant, if less than such maximum amount.

(c) Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares shall be issued upon the exercise of the Warrants. With respect to any fraction of a share called for upon the exercise of the Warrants, an amount equal to such fraction multiplied by the current Warrant Price shall be paid in cash to Holder.

(d) Due Diligence . Upon three days advance written notice, Holder shall be entitled to perform reasonable due diligence of Company in connection with Holder’s proposed exercise of Warrants. All due diligence shall be performed during normal business hours and in a manner

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so as to minimize disruption to Company. All information obtained in due diligence shall be subject to a confidentiality agreement reasonably acceptable to Company. Holder’s right to conduct due diligence is personal to Holder and nonassignable and may only be exercised by Holder three times in any twelve-month period.

Notwithstanding any provision contained in this Agreement to the contrary, the Warrants shall not be exercisable either in whole or in part from and after 5:00 p.m., Atlanta, Georgia time, on the 10 ^th anniversary of the Effective Date.

If at any time the Company proposes to (a) sell, lease, exchange or convey all or substantially all of its property, business or assets to any other entity, (b) liquidate, dissolve or wind up the Company, whether voluntarily or involuntarily or (c) merge with or into any other corporation or effect a reorganization in a transaction in which the shareholders of the Company immediately before the transaction own, directly or indirectly, immediately after the transaction less than a majority of the outstanding voting securities of the surviving entity (or its parent) (each of the events listed in (a)-(c) shall be referred to individually as an “Early Termination Event”), then the Company shall give Holder twenty (20) days notice of the proposed effective date of any Early Termination Event. All unexercised Warrants will terminate unless exercised by the effective date of any Early Termination Event. In the event the Company proposes to engage in an initial public offering whereby the Common Stock will be available for purchase by the public at a valuation of the Company at no less than $150,000,000 and with aggregate cash proceeds to the Company of at least $20 million (the “IPO”), then the Company may purchase the Warrants at a purchase price determined in accordance with Schedule 4. In the event (i) Holder has breached any material provision of the Senior Secured Convertible Promissory Note, Senior Secured Convertible Note Purchase Agreement, Rights Agreement and Security Agreement between the Company and Holder of even date herewith, and has failed to cure such breach within 20 days after receipt of written notice of such breach (the “Cure Period”); or (ii) of a Section 11.2 Event (as defined in the Rights Agreement by and between the Holder and the Company of even date herewith), all unexercised Warrants will terminate immediately. In addition, the Company may not exercise any unexercised Warrants during the Cure Period.

(a) General . Except as otherwise provided in this Section 5, the Warrants are not assignable or transferable by Holder.

(b) Assignments to Affiliates . Subject to compliance with applicable laws, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company, by Holder in person or by duly authorized attorney, to any Affiliate of Holder other than Travelocity.com L.P. or its successors, assigns or direct or indirect wholly-owned subsidiaries upon surrender of this Warrant and the Assignment Form attached hereto properly endorsed. For purposes of this Agreement, the term “Affiliate” shall have the meaning ascribed to such term in Rule 405 of the Securities Act of 1933, as amended.

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(c) Assignment to Third Party . Subject to compliance with applicable laws, Holder may transfer the Warrant and all rights hereunder in the event such transfer is at least five years after the Effective Date and BCD Technology S.A. (“BCD”) and its Affiliates in the aggregate no longer own at least 51% of the capital stock of the Company as follows:

(i) In the event that Sabre desires to assign or transfer in whole or in part this Warrant and rights hereunder (the “Sabre Offered Warrant”), unless a transfer is permitted pursuant to Section 5(b), Sabre agrees to first give written notice to BCD and Hogg Robinson Holdings BV (“Hogg”) (the “Sabre First Offer Notice”) of its intent to sell the Sabre Offered Warrant, and to negotiate with BCD and Hogg in good faith the price and corresponding terms of the pro rata purchase by BCD and Hogg of the Sabre Offered Warrant. BCD and Hogg shall either jointly or individually provide Sabre with a proposal as to the final price and terms of such purchase by the forty-fifth (45) day after the Sabre First Offer Notice. In the event Sabre accepts a proposal from BCD and/or Hogg (such accepted proposal shall be the “Final Stakeholder Proposal”), each of BCD and Hogg shall have the right to participate pro rata in such purchase regardless of whether it was such party’s proposal that was accepted. In the event that either BCD or Hogg does not purchase its entire pro rata portion of the Sabre Offered Warrant, the other of BCD or Hogg shall be notified thereof and shall have three (3) days to agree and provide notice in writing to purchase all or part of the remaining Sabre Offered Warrant pursuant to the terms of the Final Stakeholder Proposal. In the event that thereafter, BCD and Hogg have not agreed to collectively purchase the entirety of the Sabre Offered Warrant, Sabre shall provide notice to the Company thereof and the Company shall have fifteen (15) days to agree and provide notice in writing to purchase such remaining shares pursuant to the terms of the Final Stakeholder Proposal. The transfer of the Sabre Offered Warrant to BCD, Hogg and the Company hereunder shall be free and clear of any liens, claims and encumbrances (other than the terms of this Agreement) pursuant to such documentation as BCD, Hogg and the Company, as applicable, shall reasonably require. The Company covenants and agrees that in the event of a pro rata purchase of the Sabre Offered Warrant by BCD and Hogg pursuant to this Section 2(c), the Company shall issue such individual Warrants as necessary to effect such purchase.

(ii) In the event Sabre does not accept the joint or individual proposals from BCD and/or Hogg, Sabre shall notify BCD and Hogg in writing within fifteen (15) days after receipt of such proposals that their final price and terms have been rejected. In the event such proposal(s) are rejected, Sabre agrees to give written notice to the Company thereof (the “Rejection Notice”) and shall negotiate with the Company in good faith the price and corresponding terms of the purchase by the Company of the Sabre Offered Warrant. The Company shall provide Sabre with a proposal as to the final price and terms of such purchase (the “Final Company Proposal”) by the fifteenth (15) day after the Sabre Rejection Notice (the “Sabre Third Party Date”). In the event Sabre accepts the Final Company Proposal, the transfer of the Sabre Offered Warrant to the Company hereunder shall be free and clear of any liens, claims and encumbrances (other than the terms of this Agreement) pursuant to such documentation as the Company shall reasonably require. In the event Sabre does not accept the Final Company Proposal, Sabre shall notify the Company in writing within fifteen (15) days that its final price and terms have been rejected.

(iii) In the event Sabre rejects any and all proposals by BCD, Hogg and the Company as to the final price and terms for the purchase of the Sabre Offered Warrant, Sabre

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may sell the Sabre Offered Warrant to a third party or parties (the “Sabre Third Party Sale”); provided, however, that any Sabre Third Party Sale must be evidenced by a letter of intent which must be signed within six (6) months of the Sabre Third Party Date and the contemplated transaction must be completed within one (1) year of the Sabre Third Party Date. The Sabre Third Party Sale shall be for a price not less than 95% of the highest proposal as to the final price and terms offered by BCD and/or Hogg and the Company. In addition, the transfer of the Sabre Offered Warrant to the third party or parties may only be made as long as (i) the transfer does not have an adverse regulatory or legal effect on the Company or any subsidiary or related entity, and (ii) each transferee agrees in writing to be bound by the terms of this Agreement.

(iv) If the consideration offered by the third party or parties in the Sabre Third Party Sale involves property other than cash, for purposes of Section 5(c), such property shall be deemed to be cash in an amount equal to the Equivalent Value of the property. Sabre and the Company shall initially negotiate with each other to agree upon the Equivalent Value within thirty (30) days of the date of the letter of intent for such Sabre Third Party Sale. In the event that Sabre and the Company cannot reach an agreement on the Equivalent Value within such 30 day period, the Equivalent Value will be determined by two appraisers, one chosen and paid for by Sabre and one chosen and paid for by the Company. If the two appraisal values (the “Appraisal”) differ by 10% or less (such percentage difference to be computed by subtracting the lesser of the Appraisals from the greater of the Appraisals and dividing that difference by the greater of the Appraisals), then the Equivalent Value of the property sh