ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • March 4th, 2024 • Junique Laurent • Services-computer integrated systems design • New York
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of March 1, 2024 by and among (1) Transformative Investments Pte Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), (2) Helium, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and (3) certain shareholders of TDCX Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (the “Rollover Shareholder”).
LIMITED GUARANTEELimited Guarantee • March 4th, 2024 • Junique Laurent • Services-computer integrated systems design • New York
This LIMITED GUARANTEE (this “Limited Guarantee”), dated as of March 1, 2024, is made by LLJ Limited (the “Guarantor”) in favor of TDCX Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement (as defined below), except as otherwise provided herein.
March 1, 2024 Transformative Investment Pte Ltd Re: Equity Commitment Letter Ladies and Gentlemen:Junique Laurent • March 4th, 2024 • Services-computer integrated systems design • New York
Reference is made to the Agreement and Plan of Merger, dated on or about the date hereof (as may be amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among Transformative Investments Pte Ltd, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), Helium, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and TDCX Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned subsidiary of Parent. Capitalized or other terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merge
JOINT FILING AGREEMENTJoint Filing Agreement • March 4th, 2024 • Junique Laurent • Services-computer integrated systems design
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A ordinary shares, par value of $0.0001 per share, of TDCX Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • March 4th, 2024 • Junique Laurent • Services-computer integrated systems design • New York
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of March 1, 2024 by and among (1) Transformative Investments Pte Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”) and a shareholder of TDCX Inc., an exempted company exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and (2) Helium, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”).
