EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. endstream endobj 242 0 obj <. Mr. Nuttall serves on KKRs Balance Sheet Committee and the firms Inclusion and Diversity Council. Robert H. Lewin joined KKR in 2004 and is its Chief Financial Officer. Transparency is how we protect the integrity of our work and keep empowering investors to achieve their goals and dreams. Matthew A. Salem has served as a director since February 2022 and as Chief Executive Officer of our Company since March 2020 and of our Manager since January 2021, and is also a member of our Managers investment committee. No later than the first anniversary of the effectiveness of the IPO Registration Statement, the Audit Committee shall consist of at least three Independent Directors (at least one of whom shall satisfy the audit committee financial expert requirements as such term is defined by Item407(d)(5) of RegulationS-K).

(d) Right to Delegate; Committees. Prior to joining BlackRock, Mr. Stork worked at PennCorp Financial Group, Conning Asset Management, and The Travelers Insurance Companies. This site uses cookies to provide you with a more responsive and personalized service. The remaining initial Directors of the Company are Blake J. Irving, Richard H. Kimball, Elizabeth S. Rafael, and Charles J. Robel, none of whom are nominees of the Sponsors or the Founder Parties. Christen E.J. From November 2016 to May 2018, Ms. Russo also served on the board of Arconic Inc., which separated from Alcoa Inc., where Ms. Russo served as a director from 2008 to November 2016. The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full effect to this Agreement and every provision hereof. NO disponible temporalmente! We may use it to: To learn more about how we handle and protect your data, visit our privacy center. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to KKR or are within its control. WebBuilione is also a member of the board of directors of FSKR. Sentimos mucho las molestias causadas.

Companies are also paying an average of $2,250 per meeting and $1,000 per telephone conference, for a total annual compensation of about $36,000 per year. The Company and Desert Newco hereby unconditionally and irrevocably waive, relinquish and release (and covenant and agree not to exercise, and to cause each Affiliate of the Company and Desert Newco not to exercise), any claims or rights that the Company or Desert Newco may now have or hereafter acquire against any Covered Person (in any capacity) that arise from or relate to the existence, payment, performance or enforcement of the Companys or Desert Newcos obligations under this Agreement or under any indemnification obligation (whether pursuant to any other contract, any organizational document or otherwise), including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Covered Person against any Covered Person, whether such claim, remedy or right arises in equity or under contract, law or otherwise, including any right to claim, take or receive from any Covered Person, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such claim, remedy or right. Mr. Roberts has served as a director or trustee of several cultural and educational institutions, including Claremont McKenna College. Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the Stockholder Agreement. Mr. Builione also serves on KKR Credits Investment Management & Distribution Committee and its Risk and Operations Committee. Ms. Brown previously served on the boards of directors of Allergan Plc and Raytheon Company until 2020. The following factors, among others, could cause actual results to vary from the forward-looking statements: whether KKR realizes all or any of the anticipated benefits from converting to a corporation and the timing of realizing such benefits; whether there are increased or unforeseen costs associated with the conversion, including any adverse change in tax law; the volatility of the capital markets; the general volatility of the capital markets; failure to realize the benefits of or changes in KKRs business strategies including the ability to realize the anticipated synergies from acquisitions or strategic partnerships or other transactions; availability, terms and deployment of capital; availability of qualified personnel and expense of recruiting and retaining such personnel; changes in the asset management industry, interest rates or the general economy; underperformance of KKR's investments and decreased ability to raise funds; and the degree and nature of KKRs competition. Sign In . Mr. Roberts has more than four decades of experience financing, analyzing, and investing in public and private companies, as well as serving on the boards of a number of KKR portfolio companies. He is actively involved in managing the firm and serves on each of the regional Private Equity Investment Committees. EnerDel is proud to be a US designer and manufacturer, with our headquarters, engineering and manufacturing in Indiana, and our advanced engineering tech center in California. Mr. Scully was a member of the Office of the Chairman of Morgan Stanley from 2007 until his retirement in 2009, where he had previously been Co-President, Chairman of global capital markets and Vice Chairman of investment banking. IPO means the initial public offering of ClassA Common Stock. Section3.1 Periodic Reporting. Dane E. Holmes has been a member of the board of directors since March 4, 2021. The committees shall have such duties and responsibilities as are customary for such committees, subject to the provisions of this Agreement. (c) The Company covenants and agrees that it shall be a condition to any transfer, issuance or grant of any Company Securities or other equity securities or interests of the Company or any of its Subsidiaries to any Person that is not already a party to this Agreement and who is or becomes an Investor Party or a Founder Party that such Investor Party or Founder Party enter into a Joinder Agreement in the form attached hereto as Annex A to become party to this Agreement and be deemed to be a Pre-IPO Stockholder and, as applicable, a KKR Party, an SL Party, a TCV Party or a Founder Party for all purposes herein. He was the architect of KKRs expansion in Asia, building one of the largest and most successful platforms in the market. Mr. Lee previously served as Co-Chief Executive Officer and Co-President of our Company from October 2015 through March 2020, and of our Manager from March 2016 through January 2021. Por favor vuelva en 24 Hrs. Member of the Board of Directors of UBS Group AG and of UBS AG (member of the audit committee and of the GNC) from 2012 to 2020, member of the ethical commission at the EPFL from 1999 until 2007, deputy judge at the Swiss Federal WebAs of December 31, 2022, KKR Capstone is a team of more than 100 full-time operating professionals dedicated to supporting KKR deal teams and portfolio companies. WebThe board of directors (the Board ) of FS KKR Capital Corp. II (the Company ) has determined that the Compensation Committee of the Board (the Committee ) shall He is a former trustee of St. Mark's School of Texas in Dallas, Texas. (ii)If at any time the SL Parties do not beneficially own at least 5% of the outstanding Shares on an As-Exchanged Basis, the SL Parties may terminate their rights and obligations under Article II and Article III of this Agreement upon written notice to the Company, KKR, TCV and the Founder Designee and the resignation or removal from the Board of all Silver Lake Directors then serving; provided that the SL Parties obligations under Section3.9 shall survive as set forth therein.

Directly or indirectly, entering into any joint venture or similar business alliance involving, or entering into any agreement providing for, the investment, contribution or disposition by the Company or its Subsidiaries of assets (including stock of Subsidiaries) having a fair market value (as reasonably determined by the Board) in excess of $50.0 million, other than transactions solely between or among the Company, Desert Newco and one or more of Desert Newcos Wholly Owned Subsidiaries. She previously served as the Executive Vice President and Chief Financial Officer of XL Group plc from 2010 to 2011. Prior to joining U.S. Cellular, Ms. Dillon served as Global Chief Marketing Officer and Executive Vice President of McDonalds Corporation from 2005 to 2010, where she led its worldwide marketing efforts and global brand strategy.

She also holds a masters degree in management from the Massachusetts Institute of Technology where she was a Sloan Fellow. intentando acceder se encuentra fuera de servicio temporalmente debido a un Change in Control means any transaction or series of related transactions (whether by merger, consolidation, recapitalization, liquidation or sale or transfer of Company Securities or assets (including equity securities of the Subsidiaries) or otherwise) as a result of which any Person or group, within the meaning of Section13(d)(3) of the Exchange Act (other. In the event of any ambiguity or conflict arising between the terms of this Agreement and those of the Company Charter or Company Bylaws, the terms of this Agreement shall prevail. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law rules of such State that would result in the application of the laws of a jurisdiction other than the State of Delaware. (ii)If, subject to the rights of the Sponsors under Section3.6(h), the Board votes to increase the size of the Board (including as contemplated by Section2.1(d)(ii)), the vacant Director position(s) created as a result of such newly created directorship(s) shall be filled by the Board, upon the recommendation of the Nominating Committee.

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