JOINDER TO COOPERATION AGREEMENT
Exhibit 8
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.
WHEREAS, each New Party seeks to become a Party to the Agreement; and
WHEREAS, Section 3 of the Agreement provides that any Person that is not an Original Party to the Agreement shall become a Party to the Agreement effective on the date such person executes a joinder to the Agreement in
a form that is acceptable to the then existing Parties, subject to the written consent of the Parties.
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) Agreement to be Bound. Each of the New Parties hereby agrees that, upon execution of this Joinder, it shall become a party to the Agreement and shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Agreement and shall be deemed a Party to the Agreement for all purposes thereof.
(B) Consent to New Parties. Each of the Original Parties hereby consents to each of the New Parties becoming a Party to the Agreement upon execution of this Joinder.
(C) 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.
(D) 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.
(E) Descriptive Headings. The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder.
* * * * *
IN WITNESS WHEREOF, the parties hereto have entered into and executed this Joinder to the
Cooperation Agreement as of the date first above written.
Original Party
|
VIKING GLOBAL EQUITIES MASTER LTD.,
|
||
|
By: Viking Global Performance LLC, its investment manager
|
||
|
By:
|
/s/ Xxxxx X. Xxxxxxx
|
|
|
Name: Xxxxx X. Xxxxxxx
|
||
|
Title: Authorized Signatory
|
||
|
VIKING GLOBAL EQUITIES II LP,
|
||
|
By: Viking Global Performance LLC, its general partner
|
||
|
By:
|
/s/ Xxxxx X. Xxxxxxx
|
|
|
Name: Xxxxx X. Xxxxxxx
|
||
|
Title: Authorized Signatory
|
||
Contact Information for all Parties above:
00 Xxxxxxxx Xxxxxx
Greenwich, CT 06830
Attention: General Counsel
with a mandatory copy to:
xxxxxxxxxxxx@xxxxxxxxxxxx.xxx
2
IN WITNESS WHEREOF, the parties hereto have entered into and executed this Joinder to the
Cooperation Agreement as of the date first above written.
Original Party
FARALLON CAPITAL EUROPE LLP, for and on behalf of funds, accounts and/or entities
managed or advised by it
|
By:
|
/s/ Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx Xxxxxxx
|
||
Contact Information for all Parties above:
11th Floor Orion House
0 Xxxxx Xx Xxxxxx’x Xxxx
London WC2H 9EA
United Kingdom
IN WITNESS WHEREOF, the parties hereto have entered into and executed this Joinder to the
Cooperation Agreement as of the date first above written.
Original Party
INHERENT ESG OPPORTUNITY MASTER, LP
By: Inherent Group, LP, its investment manager
By: Inherent Group GP, LLC, its general partner
|
By:
|
/s/ Xxxxxxx Xxxxx
|
|
|
Name: Xxxxxxx Xxxxx
|
||
|
Title: Managing Director
|
||
INHERENT CREDIT OPPORTUNITIES MASTER, LP
By: Inherent Group, LP, its investment manager
By: Inherent Group GP, LLC, its general partner
|
By:
|
/s/ Xxxxxxx Xxxxx
|
|
|
Name: Xxxxxxx Xxxxx
|
||
|
Title: Managing Director
|
||
INHERENT PRIVATE OPPORTUNITIES 2021, LP
By: Inherent Group, LP, its investment manager
By: Inherent Group GP, LLC, its general partner
|
By:
|
/s/ Xxxxxxx Xxxxx
|
|
|
Name: Xxxxxxx Xxxxx
|
||
|
Title: Managing Director
|
||
Contact Information for all Parties above:
000 Xxxxx Xxx., #000
New York, NY 10036
IN WITNESS WHEREOF, the parties hereto have entered into and executed this Joinder to the
Cooperation Agreement as of the date first above written.
New Party
D1 CAPITAL PARTNERS MASTER LP
By: D1 Capital Partners GP Sub LLC, its general partner
|
By:
|
/s/ Xxxxxx Xxxxxx
|
|
|
Name: Xxxxxx Xxxxxx
|
||
|
Title: General Counsel / CCO
|
||
Contact Information:
c/o D1 Capital Partners L.P.
0 X 00xx Xx., 36th Floor
New York, NY 10019
Attention: General Counsel
with a mandatory copy to:
xxxxxxxxxxxx@x0xxxxxxx.xxx
IN WITNESS WHEREOF, the parties hereto have entered into and executed this Joinder to the
Cooperation Agreement as of the date first above written.
New Party
MIC Capital Management UK LLP, for and on behalf of funds, accounts and/or entities managed
or advised by it
|
By:
|
/s/ Xxxxxx Xxxxxx
|
|
|
Name: Xxxxxx Xxxxxx
|
||
|
Title: Authorised Signatory
|
||
New Party
MIC Capital Management 38 RSC Ltd
|
By:
|
/s/ Xxxxxxx Xxxx
|
|
|
Name: Xxxxxxx Xxxx
|
||
|
Title: Authorised Signatory
|
||
New Party
94th Investment Company LLC
|
By:
|
/s/ Xxxx Xx Xxxxxxx
|
|
|
Name: Xxxx Xx Xxxxxxx
|
||
|
Title: Authorised Signatory
|
||
