COOPERATION AGREEMENT March 17, 2023Cooperation Agreement • March 27th, 2023 • Inherent Credit Opportunities Master, Lp • Retail-auto dealers & gasoline stations
Reference is made to the Indenture dated as of February 16, 2022 (the “Indenture”), between Cazoo Group Ltd (the “Company”), as issuer, and U.S. Bank Trust Company, National Association (the “Trustee”), pursuant to which the Company issued $630.0 million aggregate principal amount of 2.00% Convertible Senior Notes due February 16, 2027 (the “Notes”). Capitalized terms used but not otherwise defined in this Cooperation Agreement (this “Agreement”) shall have the meanings assigned to such terms in the Indenture.
TERMINATION AGREEMENTTermination Agreement • September 22nd, 2023 • Inherent Credit Opportunities Master, Lp • Retail-auto dealers & gasoline stations • New York
Reference is made to the Cooperation Agreement, dated as of March 17, 2023 (as amended from time to time, the “Agreement”), 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.
JOINT FILING AGREEMENTJoint Filing Agreement • March 27th, 2023 • Inherent Credit Opportunities Master, Lp • Retail-auto dealers & gasoline stations
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on this Schedule 13D dated March 27, 2023 (including amendments thereto) with respect to the ordinary shares of Cazoo Group Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such statement.
JOINT FILING AGREEMENTJoint Filing Agreement • December 22nd, 2023 • Inherent Credit Opportunities Master, Lp • Retail-auto dealers & gasoline stations
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on this Schedule 13D dated December 21, 2023 (including amendments thereto) with respect to the ordinary shares of Cazoo Group Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such statement.
JOINDER TO COOPERATION AGREEMENTCooperation Agreement • April 27th, 2023 • Inherent Credit Opportunities Master, Lp • Retail-auto dealers & gasoline stations • New York
THIS JOINDER (this “Joinder”) to the Cooperation Agreement, dated as of March 17, 2023 (the “Agreement”), by and among Viking Global Equities Master Fund, Ltd., Viking Global Equities II LP, Farallon Capital Europe LLP, for and on behalf of funds, accounts and/or entities managed or advised by it, Inherent ESG Opportunity Master, LP, Inherent Credit Opportunities Master, LP, and Inherent Private Opportunities 2021, LP (each, an “Original Party” and collectively, the “Original Parties”), is made and entered into as of April 25, 2023, between the Original Parties and each of D1 Capital Partners Master LP, 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 “New Party” and, collectively, the “New Parties”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.
