AMENDMENT NO. 1 TO THE COOPERATION AGREEMENT
June 15, 2023
THIS AMENDMENT NO. 1 (this “Amendment”) to the Cooperation Agreement, dated as of March 17, 2023 (the “Agreement”), is entered into by and among (i) Viking Global Equities Master Fund, Ltd. and Viking Global Equities II LP; (ii) Farallon Capital Europe LLP, for and on behalf of funds, accounts and/or entities managed or advised by it; (iii) Inherent ESG Opportunity Master, LP, Inherent Credit Opportunities Master, LP, and Inherent Private Opportunities 2021, LP; (iv) D1 Capital Partners Master LP; and (v) MIC Capital Management UK LLP, for and on behalf of funds, accounts and/or entities managed or advised by it, MIC Capital Management 38 RSC Ltd and 94th Investment Company LLC (each, a “Party” and, collectively, the “Parties”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.
WHEREAS, the Parties desire to extend the term of the Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, the terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder hereby agree as follows:
(A) Extension of the Term. Each of the Parties hereby agrees to amend Section 3 of the Agreement by replacing the words “June 30, 2023” with the words “September 30, 2023.”
(B) Counterparts. This Joinder may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.
(C) Governing Law. This Joinder shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflicts of law provision which would require the application of the law of any other jurisdiction.
(D) Descriptive Headings. The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder.
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IN WITNESS WHEREOF, the parties hereto have entered into and executed this Amendment No. 1 to the Cooperation Agreement as of the date first above written.
VIKING GLOBAL EQUITIES MASTER LTD., |
By: Viking Global Performance LLC, its investment manager |
| Name:Scott M. Hendler |
| Title:Authorized Signatory |
| VIKING GLOBAL EQUITIES II LP, |
| By: Viking Global Performance LLC, its general partner |
| Name:Scott M. Hendler |
| Title:Authorized Signatory |
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| Contact Information for all Parties above: |
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| c/o Viking Global Investors LP |
| 55 Railroad Avenue |
| Greenwich, CT 06830 |
| Attention: General Counsel |
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| with a mandatory copy to: |
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| legalnotices@vikingglobal.com |
IN WITNESS WHEREOF, the parties hereto have entered into and executed this Amendment No. 1 to the Cooperation Agreement as of the date first above written.
FARALLON CAPITAL EUROPE LLP, for and on behalf of funds, accounts and/or entities managed or advised by it
By: | /s/ Gregory Lassman |
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| Contact Information for all Parties above: |
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IN WITNESS WHEREOF, the parties hereto have entered into and executed this Amendment No. 1 to the Cooperation Agreement as of the date first above written.
| INHERENT ESG OPPORTUNITY MASTER, LP |
By: Inherent Group, LP, its investment manager
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| By: Inherent Group GP, LLC, its general partner |
| INHERENT CREDIT OPPORTUNITIES MASTER, LP |
| By: Inherent Group, LP, its investment manager |
| By: Inherent Group GP, LLC, its general partner |
| INHERENT PRIVATE OPPORTUNITIES 2021, LP |
| By: Inherent Group, LP, its investment manager |
| By: Inherent Group GP, LLC, its general partner |
Contact Information for all Parties above:
530 Fifth Ave., #702
New York, NY 10036
IN WITNESS WHEREOF, the parties hereto have entered into and executed this Amendment No. 1 to the Cooperation Agreement as of the date first above written.
| D1 CAPITAL PARTNERS MASTER LP |
| By: D1 Capital Partners GP Sub LLC, its general partner |
By:
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| Title: General Counsel / CCO |
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| c/o D1 Capital Partners L.P. |
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| Attention: General Counsel |
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| with a mandatory copy to: |
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| legalnotices@d1capital.com |
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IN WITNESS WHEREOF, the parties hereto have entered into and executed this Amendment No. 1 to the Cooperation Agreement as of the date first above written.
MIC Capital Management UK LLP, for and on behalf of funds, accounts and/or entities managed or advised by it
| By: | /s/ Rodney Cannon |
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| Name: Rodney Cannon |
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| | Title: Authorised Signatory |
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| MIC Capital Management 38 RSC Ltd |
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| By: | /s/ Matthew Ryan |
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| Name: Matthew Ryan |
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| Title: Authorised Signatory |
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| 94th Investment Company LLC |
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| By: | /s/ Emma Al Jahouri |
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| | Name: Emma Al Jahouri |
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| | Title: Authorised Signatory |
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