TELUS INTERNATIONAL (CDA) INC. - and - TELUS COMMUNICATIONS INC. - and - RIEL B.V. - and - COMPUTERSHARE TRUST COMPANY OF CANADA COATTAIL AGREEMENT February 5, 2021Coattail Agreement • February 5th, 2021 • TELUS International (Cda) Inc. • Services-computer processing & data preparation • British Columbia
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust incorporated under the laws of Canada, as trustee for the benefit of the SVS Holders (as defined below)
12,000,000 Subordinate Voting Shares TELUS International (Cda) Inc. Subordinate Voting Shares UNDERWRITING AGREEMENT September [●], 2021Underwriting Agreement • September 21st, 2021 • TELUS International (Cda) Inc. • Services-computer processing & data preparation • New York
The undersigned understands that J.P. Morgan Securities LLC, Barclays Capital Inc. and CIBC World Markets Inc. as representatives of the several Underwriters (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with TELUS International (Cda) Inc., a British Columbia corporation (the “Company”) and the Selling Shareholders listed on Schedule I to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule II to the Underwriting Agreement (the “Underwriters”), of subordinate voting shares of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
NETWORK INFRASTRUCTURE SERVICES AGREEMENT BETWEEN TELUS COMMUNICATIONS INC. - AND – TELUS COMMUNICATIONS (U.S.) INC. - AND – TELUS INTERNATIONAL (CDA) INC. - AND – TELUS INTERNATIONAL HOLDING (U.S.A.) CORP. January 1, 2021Network Infrastructure Services Agreement • January 8th, 2021 • TELUS International (Cda) Inc. • Services-computer processing & data preparation • British Columbia
TELUS COMMUNICATIONS INC., a corporation created under the Laws of the Province of British Columbia, having its registered office at 7th Floor, 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3,
SHAREHOLDERS AGREEMENT BETWEEN TELUS COMMUNICATIONS INC. AND RIEL B.V. AND TELUS INTERNATIONAL (CDA) INC. February 5, 2021Shareholders Agreement • February 5th, 2021 • TELUS International (Cda) Inc. • Services-computer processing & data preparation • British Columbia
WHEREAS on the date hereof, the Corporation (as defined herein) will consummate an underwritten initial public offering (“IPO”) of Subordinate Voting Shares (as defined herein) of the Corporation; and
TRANSITION AND SHARED SERVICES AGREEMENT BETWEEN TELUS COMMUNICATIONS INC. (“TELUS”) - AND - TELUS INTERNATIONAL (CDA) INC. (“TI”) January 1, 2021Transition and Shared Services Agreement • January 8th, 2021 • TELUS International (Cda) Inc. • Services-computer processing & data preparation • British Columbia
TELUS COMMUNICATIONS INC., a corporation existing under the Laws of the Province of British Columbia, having its registered office at 7th Floor, 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3,
COLLABORATION AND FINANCIAL REPORTING AGREEMENT BETWEEN TELUS CORPORATION (“TELUS”) - AND - TELUS INTERNATIONAL (CDA) INC. (“TI”) February 5, 2021Collaboration and Financial Reporting Agreement • February 5th, 2021 • TELUS International (Cda) Inc. • Services-computer processing & data preparation • British Columbia
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • January 8th, 2021 • TELUS International (Cda) Inc. • Services-computer processing & data preparation • Alberta
TELUS INTERNATIONAL (CDA) INC. REGISTRATION RIGHTS AGREEMENT February 5, 2021Registration Rights Agreement • February 5th, 2021 • TELUS International (Cda) Inc. • Services-computer processing & data preparation • British Columbia
AMENDED AND RESTATED MASTER SERVICES AGREEMENT BETWEEN TELUS INTERNATIONAL (CDA) INC. - AND - TELUS COMMUNICATIONS INC. January 1, 2021Master Services Agreement • January 8th, 2021 • TELUS International (Cda) Inc. • Services-computer processing & data preparation • British Columbia
TELUS INTERNATIONAL (CDA) INC., a corporation incorporated under the Laws of the Province of British Columbia, having an office at 3rd Floor, 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3,
AMENDED AND RESTATED MASTER RESELLER AGREEMENTMaster Reseller Agreement • January 8th, 2021 • TELUS International (Cda) Inc. • Services-computer processing & data preparation • British Columbia
TELUS COMMUNICATIONS INC., a corporation existing under the laws of British Columbia having its registered address at: 7th Floor, 510 West Georgia Str., Vancouver V6B 0M3 (“TELUS”)
Amendment No. 1 to shareholders agreement March 9, 2023Shareholders Agreement • March 15th, 2023 • TELUS International (Cda) Inc. • Services-computer processing & data preparation
This Amendment No. 1 to Shareholders Agreement (this “Amendment”) is made as of the date first written above, between TELUS Communications Inc., a corporation governed by the laws of the Province of British Columbia (“TELUS”), Riel B.V., a company governed by the laws of the Netherlands (“Baring”), and TELUS International (CDA) Inc. (the “Corporation”), a corporation governed by the laws of the Province of British Columbia, and amends that certain Shareholders Agreement (the “Shareholders Agreement”) dated February 5, 2021 between TELUS, Baring and the Corporation. TELUS, Baring and the Corporation are referred to herein as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Shareholders Agreement.
STOCK PURCHASE AGREEMENT by and among LBT INVESTMENT HOLDINGS, LLC, LBT INTERMEDIATE HOLDINGS, INC., and TELUS INTERNATIONAL HOLDING (U.S.A.) CORP. NOVEMBER 6, 2020Stock Purchase Agreement • January 8th, 2021 • TELUS International (Cda) Inc. • Services-computer processing & data preparation • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 6, 2020, is made by and among LBT Investment Holdings, LLC, a Delaware limited liability company (the “Seller”), TELUS International Holding (U.S.A.) Corp., a Delaware corporation (the “Purchaser”), and LBT Intermediate Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 11 below.
STOCK PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER BY AND AMONG TELUS INTERNATIONAL HOLDING (U.S.A.) CORP., SEQUOIA MERGER SUBSIDIARY LLC, WLTR HOLDINGS, LLC, AND INSIGNIA WT HOLDINGS, LLC (FOR ITSELF AND IN ITS CAPACITY AS THE REPRESENTATIVE),...Limited Liability Company Agreement • November 3rd, 2022 • TELUS International (Cda) Inc. • Services-computer processing & data preparation • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of WLTR HOLDINGS, LLC, a Delaware limited liability company (the “Company”), is made as of [date of consummation of merger] (the “Effective Date”), by and among TELUS International Holding (U.S.A.) Corp., a Delaware corporation (the “Principal Member”), WT Blocker Corp., a Delaware corporation (the “WT Member”), and the other members set forth on Schedule I hereto (such other members, the “Equity Rollover Participants”).
AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENTThe Registration Rights Agreement • September 21st, 2021 • TELUS International (Cda) Inc. • Services-computer processing & data preparation • British Columbia
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, dated as of June 30, 2021 (this “Amendment”) is entered into among (a) TELUS International (Cda) Inc. (the “Corporation”), (b) 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, “TELUS”), (c) Riel B.V (“Baring”), (d) TI Investments GmbH (“Legat”) and Ulf Herbrechter (“Herbrechter” and, together with Legat, the “Shareholders” and each a “Shareholder”) and (e) Jeffrey Puritt (“Puritt”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the registration rights agreement (the “Registration Rights Agreement”), dated February 5, 2021, entered into among the Corporation, TELUS and Baring.
THIRD AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT THIS THIRD AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT, dated as of December 21, 2023 (this “Third Amendment”) is entered into among TELUS International (Cda) Inc. (the “Corporation”) and the...The Registration Rights Agreement • February 9th, 2024 • TELUS International (Cda) Inc. • Services-computer processing & data preparation • British Columbia
ADOPTION AGREEMENT AND AMENDMENT TO COATTAIL AGREEMENT June 16, 2023 This Adoption Agreement and Amendment to Coattail Agreement (this “Agreement”) is made as of the date first written above, between TELUS Communications Inc., a company governed by...Adoption Agreement • August 4th, 2023 • TELUS International (Cda) Inc. • Services-computer processing & data preparation
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGERStock Purchase Agreement and Agreement and Plan of Merger • January 9th, 2023 • TELUS International (Cda) Inc. • Services-computer processing & data preparation
This FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER, dated as of December 30, 2022 (this “Amendment”), is entered into by and among TELUS International Holding (U.S.A.) Corp., a Delaware corporation (“Buyer”), and Insignia WT Holdings, LLC, a Delaware limited liability company (the “Blocker Seller”).
AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 9th, 2023 • TELUS International (Cda) Inc. • Services-computer processing & data preparation • British Columbia
THIS AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT, dated as of January 3, 2023 (this “Amendment”) is entered into among (a) TELUS International (Cda) Inc. (the “Corporation”), (b) 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, “TELUS”), (c) Riel B.V (“Baring”), (d) Jeffrey Puritt (“Puritt”), (e) Insignia WT Holdings, LLC (together with the Sponsor Permitted Holders (as defined herein) in accordance with Article 7 and its and their respective successors, the “Sponsor Investor”) and (f) New WT Parent, Inc., Tidy Man, LLC, Wolf & Shield, LLC, Johan Aurik, Marcus East, Cristiano Franco, Lando Kravetz, Atri Michael Signer, Abby Cook, Blake Sirach, Christy Philips, Mike Moore, Tobias A. Dengel Trust U/D/T dated September 27, 2007, Will Mayo and Jamie Timm (collectively, the “Management Investors” and each, a “Management Investor” and, together with the Sponsor Investor, the “Investors
AMENDMENT TO SHAREHOLDERS AGREEMENT December 16, 2023 This Amendment to Shareholders Agreement (this “Amendment”) is made as of the date first written above, by and among TELUS Corporation, a corporation governed by the laws of the Province of British...Shareholders Agreement • February 9th, 2024 • TELUS International (Cda) Inc. • Services-computer processing & data preparation
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”)...Registration Rights Agreement • August 4th, 2023 • TELUS International (Cda) Inc. • Services-computer processing & data preparation • British Columbia
TELUS International (Cda) Inc. Subordinate Voting Shares UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2021 • TELUS International (Cda) Inc. • Services-computer processing & data preparation • New York
SECOND AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WLTR HOLDINGS, LLC DATED AS OF JANUARY 3, 2023Limited Liability Company Agreement • January 9th, 2023 • TELUS International (Cda) Inc. • Services-computer processing & data preparation • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of WLTR HOLDINGS, LLC, a Delaware limited liability company (the “Company”), is made as of January 3, 2023 (the “Effective Date”), by and among the Company, TELUS International Holding (U.S.A.) Corp., a Delaware corporation (the “Principal Member”), WT Blocker Corp., a Delaware corporation (the “WT Member”), WLTR Management Holdings LLC, a Delaware limited liability company (“WLTR Management Holdings”), and the other members set forth on the signature pages hereto.
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 19th, 2021 • TELUS International (Cda) Inc. • Services-computer processing & data preparation
This FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made as of December 31, 2020 by and among LBT Investment Holdings, LLC, a Delaware limited liability company (the “Seller”), TELUS International Holdings (U.S.A.) Corp., a Delaware corporation (the “Purchaser”), LBT Intermediate Holdings, Inc., a Delaware corporation (the “Company” and, together with the Seller and the Purchaser, each individually a “Party” and collectively the “Parties”) and amends that certain Stock Purchase Agreement (the “Purchase Agreement”), dated as of November 6, 2020, by and among the Parties. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Purchase Agreement.
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT BETWEEN TELUS CORPORATION AND RIEL B.V. AND TELUS INTERNATIONAL (CDA) INC. June 16, 2023Shareholders Agreement • August 4th, 2023 • TELUS International (Cda) Inc. • Services-computer processing & data preparation • British Columbia
