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 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.
