SECOND AMENDMENT AND JOINDER TO THE REGISTRATION RIGHTS AGREEMENT THIS SECOND AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT, dated as of June 16, 2023 (this “Second Amendment”) is entered into among TELUS International (Cda) Inc. (the “Corporation”)...
SECOND AMENDMENT AND JOINDER TO THE REGISTRATION RIGHTS AGREEMENT THIS SECOND AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT, dated as of June 16, 2023 (this “Second Amendment”) is entered into among TELUS International (Cda) Inc. (the “Corporation”) and the Holders party to that certain registration rights agreement with the Corporation, dated February 5, 2021, as amended by the amendment thereto dated January 3, 2023 (the “Registration Rights Agreement”) and TELUS Corporation. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Registration Rights Agreement. WHEREAS, the Corporation and the Holders wish to provide TELUS Corporation the same rights under the Registration Rights Agreement as TELUS Communications Inc., TELUS International Holding Inc., 1276431 B.C. Ltd., 1276433 B.C. Ltd. 1276435 B.C. Ltd. and 1276436 B.C. Ltd. (collectively, the “TELUS Entities”), subject to the same obligations and the terms and conditions of the Registration Rights Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Section 2. Amendments to Registration Rights Agreement. The Registration Rights Agreement is hereby amended as follows: (a) Definitions. The following definition included in Section 1.1 of the Registration Rights Agreement is hereby amended by amending and restating the definition as follows: “TELUS” means TELUS Corporation, TELUS Communications Inc., TELUS International Holding Inc., 1276431 B.C. Ltd., 1276433 B.C. Ltd. 1276435 B.C. Ltd. 1276436 B.C. Ltd. and any of their Permitted Holders in accordance with Article 7 and its and their respective successors and assigns. Section 3. TELUS Corporation, by its and the Corporation’s signature below, becomes a Holder under the Registration Rights Agreement with the same force and effect as if it were originally named therein and TELUS Corporation, the Corporation and the Holders hereby agree that all the terms and provisions of the Registration Rights Agreement, and the rights thereunder, shall be applicable to TELUS Corporation to the same extent as they are applicable to the TELUS Entities. The Registration Rights Agreement is hereby incorporated herein by reference. Section 4. Further Assurances. Each Party shall provide such further documents or instruments required by any other Party as may be necessary or desirable to effect the purpose of this Second Amendment and carry out its provisions.
Section 5. Amendments and Waiver. This Second Amendment (and the Registration Rights Agreement) may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Corporation, TELUS, BPEA, ▇▇▇▇▇▇ and the Investors for so long as such Holders hold Registrable Securities. In addition, each Party hereto may waive any right hereunder by an instrument in writing signed by such Party. Each such amendment, modification, extension, termination and waiver shall be binding upon each Holder. Section 6. Entire Agreement. This Second Amendment, along with the Registration Rights Agreement (and with respect to the Corporation, TELUS and BPEA, the Shareholders’ Agreement) constitute the entire agreement between the Parties with respect to the matters contemplated by this Second Amendment and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties related to such matters. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Second Amendment, except as specifically set forth in this Second Amendment (and Registration Rights Agreement and, with respect to the Corporation, TELUS and BPEA, the Shareholders’ Agreement). The Parties have not relied and are not relying on any other information, discussion or understanding in entering into this Second Amendment. Section 7. Severability. If any provision of this Second Amendment is determined to be illegal, invalid or unenforceable, by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Second Amendment and the remaining provisions will remain in full force and effect. Section 8. Governing Law. (1) This Second Amendment is governed by, and will be interpreted and construed in accordance with, the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein. (2) Each Party irrevocably attorns and submits to the exclusive jurisdiction of the British Columbia courts situated in the City of Vancouver, and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum. Section 9. Remedies The Parties hereto shall have all remedies available at law, in equity or otherwise in the event of any breach or threatened breach or violation of this Second Amendment or any default hereunder by a party. The Parties acknowledge and agree that any breach of this Second Amendment shall cause the other non-breaching Parties irreparable harm, and that in addition to
any other remedies which may be available, each of the Parties hereto will be entitled, without the posting of bond, to specific performance of the obligations of the other Parties hereto and, in addition, to such other equitable or injunctive remedies (including preliminary or temporary relief or injunctions) as may be appropriate in the circumstances. Section 10. Counterparts This Second Amendment may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of this Second Amendment. [signature pages follow]
[Signature Page to Amendment to Registration Rights Agreement] IN WITNESS WHEREOF the Parties have executed this Second Amendment. TELUS CORPORATION By: “▇▇▇▇ ▇▇▇▇▇▇”_____________________ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: EVP & Chief Financial Officer TELUS COMMUNICATIONS INC. By: “▇▇▇▇ ▇▇▇▇▇▇”_____________________ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: EVP & Chief Financial Officer TELUS INTERNATIONAL HOLDING INC. By: “▇▇▇▇ ▇▇▇▇▇▇”_____________________ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Financial Officer 1276431 B.C. LTD. By: “▇▇▇▇ ▇▇▇▇▇▇”_____________________ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Financial Officer 1276433 B.C. LTD. By: “▇▇▇▇ ▇▇▇▇▇▇”_____________________ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Financial Officer 1276435 B.C. LTD. By: “▇▇▇▇ ▇▇▇▇▇▇”_____________________ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Financial Officer 1276436 B.C. LTD. By: “▇▇▇▇ ▇▇▇▇▇▇”_____________________ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Financial Officer
[Signature Page to Amendment to Registration Rights Agreement] ▇▇▇▇ B.V. By: “▇. ▇▇▇▇▇▇▇▇” “▇.▇. ▇▇▇ ▇▇▇▇▇” Proxy Holder A Proxy Holder A Name: Vistra Management Services (Netherlands) B.V. Title: Director A By: “▇.▇. ▇▇▇ ▇▇▇▇▇”______________________ Name: ▇.▇. ▇▇▇ ▇▇▇▇▇ Title: Director B TELUS INTERNATIONAL (CDA) INC. By: “▇▇▇▇▇▇ ▇▇▇▇▇”________________________ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Legal Officer ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ “▇▇▇▇▇▇▇ ▇▇▇▇▇▇”___________________________
[Signature Page to Amendment to Registration Rights Agreement] INSIGNIA WT HOLDINGS, LLC By: “▇▇▇▇ ▇▇▇▇▇▇▇”_________________________ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: President
[Signature Page to Amendment to Registration Rights Agreement] NEW WT PARENT, INC. By: “▇▇▇▇▇▇ ▇▇▇▇▇▇”________________________ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President TIDY MAN, LLC By: “▇▇▇▇ ▇▇▇▇▇▇▇”_________________________ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Member WOLF & SHIELD, LLC By: “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇”_____________________ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: CEO ▇▇▇▇▇ ▇▇▇▇▇ By: “▇▇▇▇▇ ▇▇▇▇▇”______________________ ▇▇▇▇▇▇ ▇▇▇▇ By: “▇▇▇▇▇▇ ▇▇▇▇”_________________________ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: “▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇”______________________ ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: “▇▇▇▇▇ ▇▇▇▇▇▇▇”______________________ ▇▇▇▇ ▇▇▇▇▇▇▇ SIGNER By: “▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇”____________________
[Signature Page to Amendment to Registration Rights Agreement] ▇▇▇▇ ▇▇▇▇ By: “▇▇▇▇ ▇▇▇▇”_________________________ ▇▇▇▇▇ ▇▇▇▇▇▇ By: “▇▇▇▇▇ ▇▇▇▇▇▇”________________________ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇”_______________________ ▇▇▇▇ ▇▇▇▇▇ By: “▇▇▇▇ ▇▇▇▇▇”_________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ TRUST U/D/T DATED SEPTEMBER 27, 2007 By: “▇▇▇▇▇▇ ▇▇▇▇▇▇”________________________ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President ▇▇▇▇ ▇▇▇▇ By: “▇▇▇▇ ▇▇▇▇”___________________________ ▇▇▇▇▇ ▇▇▇▇ By: “▇▇▇▇▇ ▇▇▇▇”__________________________ _