THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALLGRASS ENERGY GP, LLC A Delaware Limited Liability Company Dated as of March 11, 2019Limited Liability Company Agreement • March 14th, 2019 • GIC Private LTD • Natural gas transmission • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tallgrass Energy GP, LLC (the “Company”), dated as of March 11, 2019, is adopted, executed and agreed to by Prairie GP Acquiror LLC, a Delaware limited liability company, as the sole member of the Company (in such capacity, the “Sole Member”).
CREDIT AGREEMENT Dated as of March 11, 2019 among PRAIRIE ECI ACQUIROR LP, PRAIRIE VCOC ACQUIROR LP and PRAIRIE NON-ECI ACQUIROR LP as the Borrowers, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, BIP HOLDINGS MANAGER L.L.C., as Parent Pledgor, CREDIT...Credit Agreement • March 14th, 2019 • GIC Private LTD • Natural gas transmission • New York
This CREDIT AGREEMENT (as the same may be amended, restated, amended and restated, refinanced, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of March 11, 2019, among Prairie ECI Acquiror LP, a Delaware limited partnership (together with its successors, the “ECI Borrower” or the “Borrower Representative”), Prairie VCOC Acquiror LP, a Delaware limited partnership (together with its successors, the “VCOC Borrower”), and Prairie Non-ECI Acquiror LP, a Delaware limited partnership (together with its successors, the “Non-ECI Borrower” and, together with the ECI Borrower and the VCOC Borrower, the “Borrowers”, and each a “Borrower”), Prairie ECI Acquiror Holdco LP, a Delaware limited partnership and the direct parent of the ECI Borrower (together with its successors, the “ECI Parent Guarantor”), Prairie VCOC Acquiror Holdco LP, a Delaware limited partnership and the direct parent of the VCOC Borrower (together with its successors, the “VCOC Parent
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • December 23rd, 2014 • GIC Private LTD • Retail-retail stores, nec • Delaware
This Interim Investors Agreement (the “Agreement”) is made as of December 14, 2014, by and among Longview Asset Management, LLC (the “Rollover Investor”), Argos Holdings Inc., Kokoro Investment Pte Ltd. (“GIC”), Caisse de dépôt et placement du Québec (“Caisse”), StepStone K Strategic Opportunities Fund, L.P., StepStone K Strategic Opportunities Fund II, L.P., StepStone Capital Partners III, L.P. and StepStone Capital Partners III Offshore Holdings, L.P. (“Stepstone”) and BC European Capital IX-1 to 11 LP (“BCP”, and together with GIC, Caisse and Stepstone, the “Initial Investors”). The Initial Investors and the Rollover Investor are collectively referred to herein as the “Consortium Investors.” The Consortium Investors, together with any other party joining this Agreement after the date hereof (the “Joining Investors”) are collectively referred to herein as the “Investors.” References in this Agreement to “Parent” shall mean either (x) Argos Holdings Inc. or (y) another entity through
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2019 • GIC Private LTD • Natural gas transmission • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 11, 2019, by and among Tallgrass Energy, LP (formerly known as Tallgrass Energy GP, LP), a limited partnership (the “Company”), and each of the parties listed on Annex A (each, a “Holder” and together, the “Holders”) (each a “Party” and collectively, the “Parties”).
ContractSide Letter Agreement • March 14th, 2019 • GIC Private LTD • Natural gas transmission • Kansas
This SIDE LETTER AGREEMENT (this “Agreement”), dated as of January 30, 2019 (the “Effective Date”), is entered into by and between Prairie GP Acquiror LLC, a Delaware limited liability company (“GP Acquiror”), and [•], an individual residing in the state of [•] (“Management Member”). The parties to this Agreement are hereby referred to as the “Parties” and each, a “Party.” Capitalized terms used but not defined herein have the meaning assigned to such terms in the Purchase Agreement (as defined below).
STOCK PURCHASE PLANStock Purchase Plan • March 14th, 2019 • GIC Private LTD • Natural gas transmission • New York
This Stock Purchase Plan (the “Purchase Plan”) is entered into on March [ ], 2019, by and among Citigroup Global Markets Inc. (“CGMI”), Prairie Secondary Acquiror LP (“PSA”) and Prairie Secondary Acquiror E LP (“PSAE”, and together with PSA, the “Purchasers”) for the purchase of Class A shares (the “Stock”) issued by Tallgrass Energy, LP (the “Issuer”) complying with the provisions of Rule 10b5-1 (“Rule 10b5-1”) and Rule 10b-18 (“Rule 10b-18”) under the Securities Exchange Act of 1934 (the “Exchange Act”) on a “not held” basis.
TERMINATION FEE COMMITMENT LETTER KOKORO INVESTMENT PTE. LTD. New York, NY 10017 December 14, 2014Termination Fee Commitment Letter • December 23rd, 2014 • GIC Private LTD • Retail-retail stores, nec
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 14, 2014, by and among Argos Holdings Inc., a Delaware corporation (“Parent”), PetSmart, Inc., a Delaware corporation (the “Company”), and Argos Merger Sub Inc., a Delaware corporation (“Merger Sub”), pursuant to which Merger Sub agreed to be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.
EQUITY COMMITMENT LETTER KOKORO INVESTMENT PTE. LTD. c/o GIC Special Investments Pte. Ltd. New York, NY 10017 December 14, 2014Equity Commitment Letter • December 23rd, 2014 • GIC Private LTD • Retail-retail stores, nec
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 14, 2014, by and among Argos Holdings Inc., a Delaware corporation (“Parent”), PetSmart, Inc., a Delaware corporation (the “Company”), and Argos Merger Sub Inc., a Delaware corporation (“Merger Sub”), pursuant to which Merger Sub shall be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.
EQUITYHOLDERS AGREEMENT by and among JASMINE VENTURES PTE. LTD., ENAGAS HOLDING USA, S.L.U., ENAGAS U.S.A. LLC, BIP AGGREGATOR Q L.P., BLACKSTONE INFRASTRUCTURE PARTNERS – V L.P., BLACKSTONE INFRASTRUCTURE ASSOCIATES L.P., BIP HOLDINGS MANAGER L.L.C.,...Equityholders Agreement • March 14th, 2019 • GIC Private LTD • Natural gas transmission • Delaware
This EQUITYHOLDERS AGREEMENT, dated as of March 11, 2019 (the “Effective Date”), is entered into by and among (i) Jasmine Ventures Pte. Ltd., a Singapore private limited company (“GIC Investor”), (ii) BIP Aggregator Q L.P., a Delaware limited partnership (“BIP Q LP”), (iii) Blackstone Infrastructure Partners – V L.P., a Delaware limited partnership (“BIP V”), (iv) Blackstone Infrastructure Associates L.P., a Delaware limited partnership (“BIP”), (v) Enagas Holding USA, S.L.U, a Spanish limited liability company (“Enagas Spain Investor”), (vi) Enagas U.S.A. LLC, a Delaware limited liability company (“Enagas US Investor” and, together with Enagas Spain Investor, the “Enagas Investor”), (vii) BIP Holdings Manager L.L.C., a Delaware limited liability company (“Aggregator GP”), (viii) BIP Prairie E L.P., a Delaware limited partnership (“Prairie E Investor”), (ix) BIP Prairie E Manager L.L.C., a Delaware limited liability company (“Prairie E Investor GP”), (x) Prairie Non-ECI Aggregator LP,
JOINT FILING AGREEMENTJoint Filing Agreement • July 6th, 2020 • GIC Private LTD • Telephone communications (no radiotelephone)
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares of Atento S.A., and further agrees that this Joint Filing Agreement be included as an exhibit to such filings. As contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
EXHIBIT A Joint Filing AgreementJoint Filing Agreement • February 11th, 2022 • GIC Private LTD • Personal credit institutions
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Class A common stock, par value $0.00001 per share, of Affirm Holdings, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • February 12th, 2018 • GIC Private LTD • Lessors of real property, nec
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of Safety, Income & Growth Inc., a Maryland corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings. As contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 6th, 2020 • GIC Private LTD • Telephone communications (no radiotelephone) • Luxembourg
DIRECTOR NOMINATION AGREEMENT, dated as of May 6, 2020 (this “Agreement”), by and between (i) Atento S.A., a société anonyme incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B185761, having its registered office at 1, rue Hildegard Von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg (the “Company”) and (ii) Chesham Investment Pte. Ltd. (together with its Affiliated Funds, “Chesham”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 13th, 2015 • GIC Private LTD • Services-offices & clinics of doctors of medicine
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934 and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
Exhibit A Joint Filing AgreementJoint Filing Agreement • February 11th, 2022 • GIC Private LTD • Services-business services, nec
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Class A common stock, par value $0.0001 per share, of MultiPlan Corporation, a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • April 11th, 2023 • GIC Private LTD • Real estate investment trusts
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the shares of common stock, $0.01 par value per share of Safehold Inc., and further agrees that this Joint Filing Agreement be included as an exhibit to such filings. As contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • February 8th, 2022 • GIC Private LTD • Security brokers, dealers & flotation companies
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, par value $0.00001 per share, of Virtu Financial, Inc., and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • March 31st, 2023 • GIC Private LTD • Finance services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the shares of Class A Ordinary Shares, no par value per share of Pagaya Technologies Ltd., and further agrees that this Joint Filing Agreement be included as an exhibit to such filings. As contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
SCHEDULE 13GJoint Filing Agreement • February 17th, 2023 • GIC Private LTD • Services-prepackaged software
EXHIBIT A Agreement of Joint FilingJoint Filing Agreement • February 14th, 2022 • GIC Private LTD • Services-prepackaged software
Exhibit A Joint Filing AgreementJoint Filing Agreement • February 8th, 2022 • GIC Private LTD • Services-amusement & recreation services
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, par value $0.00001 per share of Endeavor Group Holdings, Inc, a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Exhibit A Joint Filing AgreementJoint Filing Agreement • February 12th, 2021 • GIC Private LTD • Services-commercial physical & biological research
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of PPD, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
EXHIBIT A Joint Filing AgreementJoint Filing Agreement • February 12th, 2021 • GIC Private LTD • Services-business services, nec
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Class A common stock, par value $0.00001 per share, of DoorDash, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
May 6, 2020 Atalaya Luxco PIKco as Seller and the entities named herein as Buyers and Atento S.A. as Company Share Transfer AgreementShare Transfer Agreement • July 6th, 2020 • GIC Private LTD • Telephone communications (no radiotelephone) • Luxembourg
each of the Seller, the Buyers and the Company hereinafter being referred to as a “Party” and, together, the “Parties” to this Agreement.
Exhibit A Joint Filing AgreementJoint Filing Agreement • October 15th, 2020 • GIC Private LTD • Services-business services, nec
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Class A common stock, par value $0.0001 per share, of MultiPlan Corporation, a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
EXHIBIT A Joint Filing AgreementJoint Filing Agreement • February 11th, 2022 • GIC Private LTD • Services-computer programming services
JOINT FILING AGREEMENTJoint Filing Agreement • June 29th, 2016 • GIC Private LTD • Services-prepackaged software
This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • February 9th, 2016 • GIC Private LTD • Transportation services
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
JOINT FILING AGREEMENTJoint Filing Agreement • September 23rd, 2016 • GIC Private LTD • Real estate investment trusts
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of The Macerich Company, a Maryland corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings. As contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • February 15th, 2022 • GIC Private LTD • Communications equipment, nec
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of IHS Holding Limited, a Cayman Islands exempted company, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such in
DATE] Atalaya Luxco PIKco as Pledgor and the Pledgees named herein as Pledgees and Atento S.A. as Company SHARE PLEDGE AGREEMENTShare Pledge Agreement • July 6th, 2020 • GIC Private LTD • Telephone communications (no radiotelephone) • Luxembourg
shares it holds in the Company, transfer 46,817,886 shares in the Company to certain buyers, including the Pledgees, in full satisfaction and discharge of any and all obligations (including the obligation to repay principal and to pay accrued interest) under the indenture dated as of 30 May 2014 by and among the Pledgor as issuer, Atalaya PIKco and Atalaya Luxco Topco each as security providers, Citibank, N.A., London Branch, as security agent and as trustee, and the 11.50%/13.25% senior PIK notes due 2020 issued by the Pledgor (the “Share Transfer”).
Exhibit A Joint Filing AgreementJoint Filing Agreement • February 9th, 2024 • GIC Private LTD • Services-medical laboratories
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary Shares of Burning Rock Biotech Limited, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • January 26th, 2015 • GIC Private LTD
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any amendments thereto, and have duly executed this joint filing agreement as of the date set forth below.
JOINT FILING AGREEMENTJoint Filing Agreement • January 2nd, 2015 • GIC Private LTD • Transportation services
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
JOINT FILING AGREEMENTJoint Filing Agreement • June 24th, 2016 • GIC Private LTD • Services-prepackaged software
This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
