THIRD AMENDED AND RESTATED COOPERATION AGREEMENT
This Amendment to the Third Amended and Restated Cooperation Agreement, dated as of August 12, 2020 (this Amendment), is by and among Avis Budget Group, Inc. (the Company) and the entities set forth on Schedule A hereto (together with their Affiliates, SRS).
WHEREAS, the Company and SRS have previously entered into that certain Third Amended and Restated Cooperation Agreement, dated as of February 23, 2020 (the Agreement), with respect to certain matters relating to the Board of Directors of the Company (the Board) and certain other matters, as provided therein; and
WHEREAS, the Agreement entitles SRS to designate three persons to serve as members of the Board consisting of nine total members following the required appointment of certain additional directors; and
WHEREAS, pursuant to the Agreement, SRS designated Brian Choi, Jagdeep Pahwa and Karthik Sarma to serve as members of the Board, and the Board recommended the election of each of them at the 2020 annual meeting of stockholders of the Company, and each of them was subsequently elected at such annual meeting; and
WHEREAS, the Company plans to announce that it is appointing Mr. Choi as the Chief Financial Officer of the Company and, in connection therewith, Mr. Choi will resign from the Board; and
WHEREAS, the parties, upon mutual agreement, may appoint additional directors from time to time in order to achieve and maintain their goals of diversity in background, experience, gender and ethnicity of board members.
NOW, THEREFORE, pursuant to Section 24 of the Agreement, and in consideration of the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and SRS wish to amend the Agreement on the terms set forth herein, and agree as follows effective as of August 21, 2020:
1. Amendments to the Agreement.
(a) Clause (i) of Section 1(a) of the Agreement is amended by deleting the phrase (collectively, the Applicable Directors) and inserting a new sentence at the end of Section 1(a) as follows:
For purposes of this Agreement, Applicable Directors shall mean (i) from the date of the Agreement through the Amendment Date, Brian Choi, Jagdeep Pahwa and Karthik Sarma, and (ii) following the Amendment Date, Jagdeep Pahwa and Karthik Sarma.