EXHIBIT 3 ---------Warburg Pincus LLC • November 30th, 2001 • Fire, marine & casualty insurance • New York
EXHIBIT 2 ---------Subscription Agreement • November 30th, 2001 • Warburg Pincus LLC • Fire, marine & casualty insurance • New York
EXHIBIT 1 --------- JOINT FILING AGREEMENT ---------------------- Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D including...Joint Filing Agreement • June 21st, 2002 • Warburg Pincus LLC • Semiconductors & related devices
AMENDED AND RESTATED METAVANTE TECHNOLOGIES, INC. STOCK PURCHASE RIGHT AGREEMENTStock Purchase Right Agreement • September 16th, 2008 • Warburg Pincus LLC • Finance services • Wisconsin
Amended and Restated Stock Purchase Right Agreement, dated as of August 21, 2008 (as it may be amended from time to time, this “Agreement”) between Metavante Technologies, Inc., a Wisconsin corporation (the “Company”), and WPM, L.P., a Delaware limited partnership (“Investor”).
BY AND AMONG AVAYA INC. ANDBackstop Agreement • December 24th, 2002 • Warburg Pincus LLC • Telephone & telegraph apparatus • Delaware
Exhibit 99.1 ------------ Footnotes ---------Warburg Pincus LLC • December 7th, 2005 • Real estate agents & managers (for others)
INVESTMENT AGREEMENT by and between BANC OF CALIFORNIA, INC., WP CLIPPER GG 14 L.P. and WP CLIPPER FS II L.P. Dated as of July 25, 2023Investment Agreement • December 1st, 2023 • Warburg Pincus LLC • National commercial banks • Delaware
INVESTMENT AGREEMENT, dated as of July 25, 2023 (this “Agreement”), by and between BANC OF CALIFORNIA, INC., a Maryland corporation (the “Company”), WP CLIPPER GG 14 L.P., an Exempted Limited Partnership registered in the Cayman Islands (“WPGG14 Purchaser”), and WP CLIPPER FS II L.P., an Exempted Limited Partnership registered in the Cayman Islands (“WPFSII Purchaser” and, together with WPGG14 Purchaser, collectively, the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 1st, 2023 • Warburg Pincus LLC • National commercial banks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 30, 2023 (this “Agreement”), is by and among Banc of California, Inc., a Maryland corporation (the “Company”), and the undersigned parties listed as “Purchaser” on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
VOTING AGREEMENTVoting Agreement • January 10th, 2012 • Warburg Pincus LLC • Pharmaceutical preparations • Delaware
This Voting Agreement (this “Agreement”) is dated as of January 9, 2012, among Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“Warburg Pincus”), Deerfield Private Design Fund, L.P., a Delaware limited partnership (“Deerfield Private Design”), Deerfield Private Design International, L.P., a British Virgin Islands limited partnership (“Deerfield Private Design International”), Deerfield Special Situations Fund, L.P., a Delaware limited partnership (“Deerfield Special Situations”), and Deerfield Special Situations Fund International Limited, a British Virgin Islands exempt company (“Deerfield Special Situations International”, and together with Deerfield Private Design, Deerfield Private Design International and Deerfield Special Situations, each a “Stockholder” and collectively the “Stockholders”).
Exhibit 99.1 EXPLANATION OF RESPONSES (1) Pursuant to a Note Purchase Agreement, dated as of December 4, 2003, by and among Micro Therapeutics, Inc. (the "Company"), Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership (together with...Warburg Pincus LLC • February 3rd, 2004 • Surgical & medical instruments & apparatus
JOINT FILING AGREEMENTJoint Filing Agreement • November 8th, 2007 • Warburg Pincus LLC • Finance services
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D including any amendments thereto. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
EXHIBIT 2 ---------Forward Purchase • June 21st, 2002 • Warburg Pincus LLC • Semiconductors & related devices
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2022 • Warburg Pincus LLC • Services-educational services
JOINT FILING AGREEMENT dated as of February 14, 2022, by and among Demantoid Gem Holdings Limited, Warburg Pincus (Callisto) Private Equity XII (Cayman), L.P., Warburg Pincus (Europa) Private Equity XII (Cayman), L.P., Warburg Pincus (Ganymede) Private Equity XII (Cayman), L.P., Warburg Pincus Private Equity XII-B (Cayman), L.P., Warburg Pincus Private Equity XII-D (Cayman), L.P., Warburg Pincus Private Equity XII-E (Cayman), L.P., Warburg Pincus XII Partners (Cayman), L.P., WP XII Partners (Cayman), L.P., Warburg Pincus (Cayman) XII, L.P., Warburg Pincus (Cayman) XII GP LLC, Warburg Pincus China Partners (Cayman), L.P., Warburg Pincus China (Cayman), L.P., Warburg Pincus (Cayman) China GP, L.P., Warburg Pincus (Cayman) China GP LLC, Warburg Pincus Partners II (Cayman), L.P., Warburg Pincus Partners II Holdings (Cayman), L.P., WPP II Administrative (Cayman), LLC, Warburg Pincus (Bermuda) Private Equity GP Ltd and Warburg Pincus LLC (collectively, the “Joint Filers”).
AGREEMENT OF FILING OF SCHEDULE 13GWarburg Pincus LLC • August 9th, 2007 • Natural gas transmission
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely fling of such amendments, and for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all such counterparts taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • December 1st, 2023 • Warburg Pincus LLC • National commercial banks
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D including any amendments thereto. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
Exhibit 99.1 Continuation Sheet ------------------ (1) The stockholders are Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership, including two affiliated partnerships ("WPEP"), Warburg, Pincus Ventures International, L.P., a Bermuda...Warburg Pincus LLC • November 22nd, 2005 • Services-computer programming services
TERMINATION AGREEMENTTermination Agreement • September 8th, 2010 • Warburg Pincus LLC • Biological products, (no disgnostic substances) • Washington
This TERMINATION AGREEMENT (this “Agreement”) is dated as of September 7, 2010 by and among ZymoGenetics, Inc., a Washington corporation (the “Company”), Novo Nordisk A/S, a Danish corporation (“Novo”), Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership (“WPEP”), Warburg, Pincus Netherlands Equity Partners I, C.V., a Netherlands limited partnership (“WPNEP I”), and Warburg, Pincus Netherlands Equity Partners III, C.V., a Netherlands limited partnership (“WPNEP III” and, collectively with WPEP and WPNEP I, the “WPEP Parties”). Each of the Company, Novo and the WPEP Parties are sometimes referred to herein individually, as a “Party” and, together as the “Parties.”
AGREEMENT OF FILING OF SCHEDULE 13GWarburg Pincus LLC • June 8th, 2009 • Natural gas transmission
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely fling of such amendments, and for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all such counterparts taken together shall constitute one and the same instrument.
METAVANTE TECHNOLOGIES, INC. SHAREHOLDERS AGREEMENT Dated as of November 1, 2007Shareholders Agreement • November 8th, 2007 • Warburg Pincus LLC • Finance services • Wisconsin
SHAREHOLDERS AGREEMENT, dated as of November 1, 2007 (as it may be amended from time to time, this “Agreement”), among (i) Metavante Technologies, Inc., a Wisconsin corporation (the “Company”), (ii) WPM, L.P., a Delaware limited partnership (“Investor”), and (iii) any other Shareholder that may become a party to this Agreement after the date and pursuant to the terms hereof.
EXHIBIT B JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2022 • Warburg Pincus LLC • Services-prepackaged software
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Class A common stock, par value $0.001 per share, of Clearwater Analytics Holdings, Inc. (this “Agreement”), is being filed, and all amendments thereto will be filed by Warburg Pincus LLC as the designated filer, on behalf of each of the entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
INVESTMENT AGREEMENT DATED AS OF APRIL 3, 2007 AMONG MARSHALL & ILSLEY CORPORATION, METAVANTE CORPORATION, METAVANTE HOLDING COMPANY, MONTANA MERGER SUB INC. AND WPM, L.P.Investment Agreement • November 8th, 2007 • Warburg Pincus LLC • Finance services • Wisconsin
INVESTMENT AGREEMENT, dated as of April 3, 2007 (this “Agreement”), among MARSHALL & ILSLEY CORPORATION, a Wisconsin corporation (“MI Corp.”), METAVANTE CORPORATION, a Wisconsin corporation and, as of the date hereof, a wholly-owned subsidiary of MI Corp. (“MVT Corp.”), METAVANTE HOLDING COMPANY, a Wisconsin corporation and, as of the date hereof, a wholly-owned subsidiary of MI Corp. (“MVT Holding”), MONTANA MERGER SUB INC., a Wisconsin corporation and, as of the date hereof, a wholly-owned subsidiary of MVT Holding (“Merger Sub”), and WPM, L.P., a Delaware limited partnership (“Investor” and, collectively with MI Corp., MVT Corp., MVT Holding and Merger Sub, the “Parties”).
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)Joint Filing Agreement • February 14th, 2017 • Warburg Pincus LLC • Trucking & courier services (no air)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 8th, 2010 • Warburg Pincus LLC • Biological products, (no disgnostic substances) • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 7, 2010, is by and among BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (“Parent”), ZEUS ACQUISITION CORPORATION, a Washington corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and each of the entities set forth on Schedule A hereto (each, a “Shareholder”).
