INDEMNIFICATION AGREEMENTIndemnification Agreement • October 6th, 2020 • Apollo Strategic Growth Capital • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2020 • Apollo Strategic Growth Capital • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 1, 2020, is made and entered into by and among Apollo Strategic Growth Capital, a Cayman Islands exempted company, incorporated with limited liability (the “Company”), APSG Sponsor, L.P., a Cayman Islands limited partnership (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Apollo Strategic Growth Capital 75,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2020 • Apollo Strategic Growth Capital • Blank checks • New York
Apollo Strategic Growth Capital, a Cayman Islands exempted company incorporated with limited liability (the “Company”), proposes to issue and sell (the “Offering”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 75,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company in the Offering being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 11,250,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 22 hereof.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 6th, 2020 • Apollo Strategic Growth Capital • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 30, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Apollo Strategic Growth Capital, a Cayman Islands exempted company, incorporated with limited liability (the “Company”), and APSG Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).
WARRANT AGREEMENT between APOLLO STRATEGIC GROWTH CAPITAL and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of October 1, 2020Warrant Agreement • October 6th, 2020 • Apollo Strategic Growth Capital • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 1, 2020 is by and between Apollo Strategic Growth Capital, a Cayman Islands exempted company, incorporated with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 6th, 2020 • Apollo Strategic Growth Capital • Blank checks • New York
Global Business Travel Group, Inc. Dealer Manager and Solicitation Agent AgreementDealer Manager and Solicitation Agent Agreement • September 9th, 2022 • Global Business Travel Group, Inc. • Transportation services • New York
Global Business Travel Group, Inc., a Delaware corporation (the “Company” or “we”), plans to make an offer (such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), the “Exchange Offer”), for any and all of its outstanding Public Warrants and Private Placement Warrants (collectively, the “Warrants”) in exchange for consideration consisting of 0.275 shares of the Company’s Class A Common Stock (the “Shares”) for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). The Company is a holding company, and its sole material asset is a controlling equity interest in GBT JerseyCo Limited, a company limited by shares incorporated under the laws of Jersey (“GBT JerseyCo”). As the holder of all of the voting interests in GBT JerseyCo, the Company operates and controls all of its business and affairs through GBT JerseyCo and its subsidiaries, in an umbrella p
Apollo Strategic Growth Capital 9 West 57th Street, 43rd Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 25th, 2020 • Apollo Strategic Growth Capital • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Apollo Strategic Growth Capital, a Cayman Islands exempted company, incorporated with limited liability (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 86,250,000 of the Company’s units (including up to 11,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.00005 per share (the “Ordinary Shares”), and one-third (1/3) of one redeemable Warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as describe
October 1, 2020Underwriting Agreement • October 6th, 2020 • Apollo Strategic Growth Capital • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Apollo Strategic Growth Capital, a Cayman Islands exempted company, incorporated with limited liability (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 86,250,000 of the Company’s units (including up to 11,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.00005 per share (the “Ordinary Shares”), and one-third (1/3) of one redeemable Warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as describe
UNDER THE GBT JERSEYCO LIMITEDExecutive Long-Term Cash Incentive Award Agreement • March 22nd, 2022 • Apollo Strategic Growth Capital • Transportation services
WHEREAS, the Company is a Participating Employer in the GBT JerseyCo Limited 2020 Executive Long-Term Cash Incentive Award Plan (as amended and/or restated from time to time, the “Plan”).
SEVERANCE PROTECTION AGREEMENTSeverance Protection Agreement • May 9th, 2023 • Global Business Travel Group, Inc. • Transportation services • New York
This Severance Protection Agreement (this “Agreement”) is entered into as of November 29, 2021 by and between GBT US LLC, a Delaware limited liability company (the “Company”), and Eric J. Bock (the “Executive”). This Agreement shall become effective upon the Company or its ultimate parent entity (currently GBT JerseyCo Limited) having a class of common stock publicly traded on a national securities exchange, such as the New York Stock Exchange, or quoted on NASDAQ (the date on which this Agreement becomes effective is referred to herein as the “Effective Date”); provided, however, that if the Effective Date does not occur on or before July 31, 2022, then this Agreement shall be null and void ab initio and neither party hereto shall have any liabilities or obligations hereunder.
Exhibit A FORM OF TIME BASED OPTION GRANT AGREEMENTTime Based Option Grant Agreement • March 22nd, 2022 • Apollo Strategic Growth Capital • Transportation services • New York
THIS AGREEMENT, made as of this [·] day of [·], 2021 between GBT JerseyCo Limited, a company limited by shares incorporated under the laws of Jersey (the “Company”) and the individual identified on Schedule A attached hereto (the “Participant”).
CONSUMER SERVICES OPERATING AGREEMENT by and between American Express Travel Related Services Company, Inc. and GBT III B.V. Dated as of June 30, 2014Consumer Services Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services • New York
This CONSUMER 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.
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT DATED AS OF JANUARY 11, 2024 BY AND AMONG GLOBAL BUSINESS TRAVEL GROUP, INC., GBT JERSEYCO LIMITED, AMERICAN EXPRESS INTERNATIONAL, INC., EG CORPORATE TRAVEL HOLDINGS LLC, QH TRAVEL L.P. AND, SOLELY FOR THE...Shareholders Agreement • January 12th, 2024 • Global Business Travel Group, Inc. • Transportation services • Delaware
THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Shareholders Agreement”), dated as of January 11, 2024 (the “Effective Date”), is by and among Global Business Travel Group, Inc., a Delaware corporation (the “Company”), GBT JerseyCo Limited, a company limited by shares incorporated under the laws of Jersey (“JerseyCo”), American Express International, Inc., a Delaware corporation (“Amex”) as an assignee and Permitted Transferee of American Express Travel Holdings Netherlands Coöperatief U.A., a cooperative organized under the laws of the Netherlands (“Amex Netherlands”), EG Corporate Travel Holdings LLC, a Delaware, United States limited liability company (“Expedia”), QH Travel L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“QIA”), and, solely for the purposes of Section 10.22, Juweel Investors (SPC) Limited, an exempted segregated portfolio company with limited liability incorporated under the laws of the Cayman Islands (“Juweel”). The partie
THIRD AMENDMENT TO CONSUMER SERVICES OPERATING AGREEMENTConsumer Services Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services • New York
This Third Amendment (this “Amendment”), dated as of November 19, 2019 (the “Second Amendment Effective Date”), is by and between GBT III B.V., a private company with limited liability organized under the laws of the Netherlands (“GBT Holdco”) and American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York (“Amex”), and amends the Consumer Services Operating Agreement, dated as of June 30, 2014, as amended by the First Amendment to Consumer Services Operating Agreement, dated as of December 31, 2015, and the Second Amendment to Consumer Services Operating Agreement, dated as of July 24, 2017 (together, and as such agreement may be amended from time to time, the “CS Agreement”) by and between GBT Holdco and Amex. Capitalized terms used but not defined herein shall have the meanings set forth in the CS Agreement.
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 10th, 2023 • Global Business Travel Group, Inc. • Transportation services
This AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of July 10, 2023, is made by and between Global Business Travel Group, Inc., a Delaware corporation (f/k/a Apollo Strategic Growth Capital) (“PubCo”), and GBT JerseyCo Limited, a company limited by shares incorporated under the laws of Jersey (“JerseyCo” and, together with PubCo, the “Parties”). Capitalized terms used but not defined in this Amendment have the meanings given to them in the Business Combination Agreement (as defined below).
Global Business Travel Group, Inc. GBT JerseyCo Limited New York, NY 10017Shareholders Agreement • January 12th, 2024 • Global Business Travel Group, Inc. • Transportation services • New York
Reference is made to that certain Shareholders Agreement (the “Original Shareholders Agreement”), dated as of May 27, 2022, as clarified by those certain letters dated November 17, 2022 and July 10, 2023, by and among Global Business Travel Group, Inc. (the “Company”), GBT JerseyCo Limited (“JerseyCo”), American Express Travel Holdings Netherlands Coöperatief U.A. (as succeeded thereto by American Express International, Inc., “Amex”), Juweel Investors (SPC) Limited (“Juweel”) and EG Corporate Travel Holdings LLC (together with the Company, JerseyCo, Amex and Juweel, the “Original SHA Parties”). Capitalized terms used but not defined herein shall have the meanings set forth in the Original Shareholders Agreement.
Apollo Strategic Growth Capital 9 West 57th Street, 43rd Floor New York, NY 10019 and GBT JerseyCo Limited c/o GBT US LLC General Counsel’s Office 666 Third Avenue New York, NY 10017 Re: Amendment to Sponsor Side LetterSponsor Side Letter • June 3rd, 2022 • Global Business Travel Group, Inc. • Transportation services
Reference is made to that certain (i) Business Combination Agreement, dated as of December 2, 2021 (as amended, supplemented, restated or otherwise modified from time to time, the “Transaction Agreement”), by and among Apollo Strategic Growth Capital, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation at the Closing) (“Acquiror”), and GBT JerseyCo Limited, a company limited by shares incorporated under the laws of Jersey (the “Company”) and (ii) letter agreement, dated as of December 2, 2021 (as amended, supplemented, restated or otherwise modified from time to time, the “Sponsor Side Letter”), by and among APSG Sponsor, L.P., a Cayman Islands exempted limited partnership (“Sponsor”), the undersigned individuals, each of whom is currently a member of Acquiror’s Board of Directors and/or management team (collectively, the “Insiders” and together with Sponsor, the “Sponsor Parties”), Acquiror and the Company. Capitalized
AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services • New York
This AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT (this “Agreement”) is effective as of [DE-SPAC CLOSING DATE], (the “Effective Date”) by and among American Express Travel Related Services Company, Inc., a New York corporation (“Licensor”) and GBT Travel Services UK Limited, a limited liability company organized under the laws of England and Wales (“Licensee”) (Licensor and Licensee each a “Party” and collectively the “Parties”), and (i) solely for the purposes of Section 1.2, GBT JerseyCo Limited, a limited liability company organized under the laws of Jersey (“GBT Jersey”), (ii) solely for the purposes of Section 1.3 and Section 3.1(c)(i), GBT US LLC, a Delaware limited liability company (“GBT US”), (iii) solely for the purposes of Section 1.2, Section 2.1(c)(i) and Section 13.4, Global Business Travel Group, Inc., a Delaware corporation (“GBT Holdco”), and (iv) solely for the purposes of Section 1.3, GBT III B.V., a private company with limited liability organized under the laws
FIFTH AMENDMENT TO THE TRAVEL & LIFESTYLE SERVICES OPERATING AGREEMENTTravel & Lifestyle Services Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services
This Fifth Amendment (this “Amendment”), dated and effective as of January 1, 2020 (the “Amendment Effective Date”), by and between GBT III B.V., a private company with limited liability organized under the laws of the Netherlands (“GBT Holdco”), and American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York (“Amex”), which amends the Travel & Lifestyle Services Operating Agreement, dated as of June 30, 2014, as previously amended by the First Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of January 1, 2015, and by the Second Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of December 31, 2018, and by the Third Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of March 29, 2019, and by the Fourth Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of April, 2019, (collectively, the “Agreement”) by and betwee
FOURTH AMENDMENT TO THE TRAVEL & LIFESTYLE SERVICES OPERATING AGREEMENTTravel & Lifestyle Services Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services
This Fourth Amendment (this "Amendment"), effective as of April 29, 2019 (the "Amendment Effective Date"), by and between GBT III B.V., a private company with limited liability organized under the laws of the Netherlands ("GBT Holdco"), and American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York ("Amex"), amends the Travel & Lifestyle Services Operating Agreement, dated as of June 30, 2014, as previously amended by the First Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of January 1, 2015, and by the Second Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of December 31, 2018, and the Third Amendment effective March 29, 2019 (as such agreement may be further amended from time to time, the "TLOA") by and between GBT Holdco and Amex. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Agreement.
AMENDMENT NO. 7 TO TRAVEL & LIFESTYLE SERVICES OPERATING AGREEMENTTravel & Lifestyle Services Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services • New York
This AMENDMENT NO. 7 (“Amendment”) effective as of [DE-SPAC CLOSING DATE], 2022 (the “Amendment No. 7 Effective Date”) by and among American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York (“Amex”), GBT III B.V., a private company with limited liability organized under the laws of the Netherlands (“GBT III B.V.”) and GBT Travel Services UK Limited, a private limited company organized under the laws of the United Kingdom (“GBT UK”) (each, individually, a “Party” and, together, the “Parties”), amends and supplements that certain Travel & Lifestyle Services Operating Agreement by and among Amex and GBT III B.V., dated as of June 30, 2014 (as amended by this Amendment and as has been or may be further amended from time to time hereinafter, collectively, the “Agreement”).
APOLLO STRATEGIC GROWTH CAPITAL 9 West 57th Street, 43rd Floor New York, NY 10019 October 1, 2020Administrative Services Agreement • October 6th, 2020 • Apollo Strategic Growth Capital • Blank checks • New York
This letter agreement by and between Apollo Strategic Growth Capital (the “Company”) and APSG Sponsor, L.P. (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Company’s Registration Statement on Form S-1 (File No. 333-248847), as amended, filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 9th, 2022 • Global Business Travel Group, Inc. • Transportation services • New York
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 8, 2022, is entered into by and among Global Business Travel Group, Inc., a Delaware corporation (the “Company”), each of the persons listed on Schedule A hereto (each, a “Public Warrant Holder”) and each of the persons listed on Schedule B hereto (each, a “Private Placement Warrant Holder” and, together with the Public Warrant Holders, the “Warrant Holders,” and each, a “Warrant Holder”).
UNDER THE GBT JERSEYCO LIMITEDExecutive Long-Term Cash Incentive Award Agreement • March 22nd, 2022 • Apollo Strategic Growth Capital • Transportation services • New York
WHEREAS, the Company is a Participating Employer in the GBT JerseyCo Limited 2021 Executive Long Term Cash Incentive Award Plan (as amended and/or restated from time to time, the "Plan").
UNDER THE GBT JERSEYCO LIMITEDExecutive Long-Term Cash Incentive Award Agreement • March 22nd, 2022 • Apollo Strategic Growth Capital • Transportation services • New York
WHEREAS, the Company is a Participating Employer in the GBT JerseyCo Limited 2020 Executive Long Term Cash Incentive Award Plan (as amended and/or restated from time to time, the “Plan”).
SECOND AMENDMENT TO THE TRAVEL & LIFESTYLE SERVICES OPERATING AGREEMENTTravel & Lifestyle Services Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services
This Second Amendment (this "Amendment"), effective as of December 31, 2018 (the "Amendment Effective Date") by and between GBT III B.V., a private company with limited liability organized under the laws of the Netherlands ("GBT Holdco"), and American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York ("Amex") amends the Travel & Lifestyle Services Operating Agreement, dated as of June 30, 2014, as previously amended by the First Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of January 1, 2015 (as such agreement may be further amended from time to time, the "LTOA") by and between GBT Holdco and Amex. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Agreement.
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, 2014Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services • New York
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.
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • October 12th, 2022 • Global Business Travel Group, Inc. • Transportation services • New York
This Amendment (this “Amendment”) is made as of October 12, 2022 by and between Global Business Travel Group, Inc., a Delaware corporation (the “Company”) (formerly named Apollo Strategic Growth Capital (“APSG”)), and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of October 1, 2020, by and between the Company and Continental Stock Transfer & Trust Company (the “Existing Warrant Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
Global Business Travel Group, Inc. GBT JerseyCo LimitedShareholders Agreement • July 10th, 2023 • Global Business Travel Group, Inc. • Transportation services
Reference is hereby made to the Shareholders Agreement, dated as of May 27, 2022, by and among Global Business Travel Group, Inc., a Delaware corporation, GBT JerseyCo Limited, a company limited by shares incorporated under the laws of Jersey, American Express Travel Holdings Netherlands Coӧperatief U.A., Juweel Investors (SPC) Limited and EG Corporate Travel Holdings LLC (as clarified by that certain letter dated November 17, 2022, and as amended from time to time, the “Shareholders Agreement”). Capitalized terms used but not defined in this letter agreement (this “Letter”) have the meanings given to them in the Shareholders Agreement.
AMENDMENT AND WAIVERAmendment and Waiver • July 10th, 2023 • Global Business Travel Group, Inc. • Transportation services
This amendment and waiver (this “Amendment and Waiver”), dated as of July 10, 2023, is made by and among Global Business Travel Group, Inc. (“PubCo”), GBT JerseyCo Limited (“JerseyCo”), American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex Shareholder”), Juweel Investors (SPC) Limited (“Juweel”) and EG Corporate Travel Holdings LLC (“Expedia Shareholder” and, collectively with PubCo, JerseyCo, Amex Shareholder and Juweel, the “Parties”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Exchange Agreement (as defined below) or the A&R JerseyCo M&A.
SIXTH AMENDMENT TO THE TRAVEL & LIFESTYLE SERVICES OPERATING AGREEMENTTravel & Lifestyle Services Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services
This Sixth Amendment (this "Amendment"), dated and effective as of March 21, 2020 (the "Amendment Effective Date"), by and between GBT III B.V., a private company with limited liability organized under the laws of the Netherlands ("GBT Holdco"), and American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York ("Amex"), which amends the Travel & Lifestyle Services Operating Agreement, dated as of June 30, 2014, as previously amended by the First Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of January 1, 2015, and by the Second Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of December 31, 2018, and by the Third Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of March 29, 2019, and by the Fourth Amendment to the Travel & Lifestyle Services Operating Agreement, effective as of April, 2019, and by the Fifth Amendment, effective as of Ja
SECOND AMENDMENT TO CONSUMER SERVICES OPERATING AGREEMENTConsumer Services Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services • New York
This Second Amendment (this “Second Amendment”), dated as of July 24, 2017, and effective as of April 1, 2017 (the “Second Amendment Effective Date”), is by and between GBT III B.V., a private company with limited liability organized under the laws of the Netherlands (“GBT Holdco”), and American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York (“Amex”), and amends the Consumer Services Operating Agreement, dated as of June 30, 2014, as amended by the First Amendment, dated as of December 31, 2015 (such agreement, as may be amended from time to time, the “CS Agreement”), in each case as entered into by and between GBT Holdco and Amex. Capitalized terms used but not defined herein shall have the meanings set forth in the CS Agreement.
FIRST AMENDMENT TO CONSUMER SERVICES OPERATING AGREEMENTConsumer Services Operating Agreement • April 19th, 2022 • Apollo Strategic Growth Capital • Transportation services • New York
This First Amendment (this “Amendment”), dated as of December 31, 2015 (the “First Amendment Effective Date”), is by and between GBT III B.V., a private company with limited liability organized under the laws of the Netherlands (“GBT Holdco”) and American Express Travel Related Services Company, Inc., a corporation organized under the laws of the State of New York (“Amex”), and amends the Consumer Services Operating Agreement, dated as of June 30, 2014 (as such agreement may be amended from time to time, the “CS Agreement”) by and between GBT Holdco and Amex. Capitalized terms used but not defined herein shall have the meanings set forth in the CS Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG GLOBAL BUSINESS TRAVEL GROUP, INC., CAPE MERGER SUB I LLC, CAPE MERGER SUB II LLC, CWT HOLDINGS, LLC AND REDWOOD DRAWDOWN PARTNERS III, LLC, AS MEMBER REPRESENTATIVE Dated as of March 24, 2024Merger Agreement • March 25th, 2024 • Global Business Travel Group, Inc. • Transportation services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated March 24, 2024 (this “Agreement”), is made and entered into by and among Global Business Travel Group, Inc., a Delaware corporation (“Parent”), Cape Merger Sub I LLC, a Delaware limited liability company and an indirect subsidiary of Parent (“Merger Sub I”), Cape Merger Sub II LLC, a Delaware limited liability company and an indirect subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), CWT Holdings, LLC, a Delaware limited liability company (the “Company”), and Redwood Drawdown Partners III, LLC, a Delaware limited liability company, solely in its capacity as the representative of the equityholders of the Company (the “Member Representative”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.” Certain other capitalized terms used in this Agreement are defined below or in Annex A.
