INDEMNITY AGREEMENTIndemnification Agreement • September 18th, 2018 • ChaSerg Technology Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2018, by and between ChaSerg Technology Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • October 10th, 2018 • ChaSerg Technology Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 4, 2018, is by and between ChaSerg Technology Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 10th, 2018 • ChaSerg Technology Acquisition Corp • Blank checks • New York
UNDERWRITING AGREEMENT between CHASERG TECHNOLOGY ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: October 4, 2018Underwriting Agreement • October 10th, 2018 • ChaSerg Technology Acquisition Corp • Blank checks • New York
The undersigned, ChaSerg Technology Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
GRID DYNAMICS HOLDINGS, INC. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • November 14th, 2024 • Grid Dynamics Holdings, Inc. • Services-prepackaged software • New York
Grid Dynamics Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 5,750,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 862,500 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
ChaSerg Technology Acquisition Corp. c/o Latham & Watkins Menlo Park, CA 94025Securities Subscription Agreement • September 12th, 2018 • ChaSerg Technology Acquisition Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on May 30, 2018 by and between ChaSerg Technology Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and ChaSerg Technology Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 10th, 2018 • ChaSerg Technology Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 4, 2018, is made and entered into by and among ChaSerg Technology Acquisition Corp., a Delaware corporation (the “Company”), ChaSerg Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”) and each of the undersigned individuals (together with the Sponsor, Cantor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Grid Dynamics Holdings, Inc. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 9th, 2020 • Grid Dynamics Holdings, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of __________, and is between Grid Dynamics Holdings, Inc., a Delaware corporation (the “Company”), and __________, (“Indemnitee”).
ChaSerg Technology Acquisition Corp. Suite H, Unit 339 La Jolla, CA 92037Underwriting Agreement • October 10th, 2018 • ChaSerg Technology Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among ChaSerg Technology Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a
GRID DYNAMICS HOLDINGS, INC. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • July 2nd, 2021 • Grid Dynamics Holdings, Inc. • Services-prepackaged software • New York
Grid Dynamics Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 4,000,000 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of 6,100,262 shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 1,470,039 shares of Common Stock of the Company, and certain of the Selling Stockholders identified in Schedule 2 hereto propose to sell, at the option of the Underwriters, up to an additional 45,000 shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwr
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • October 10th, 2018 • ChaSerg Technology Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 4th day of October 2018, by and between ChaSerg Technology Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 7660 Fay Avenue, Suite H, Unit 339, La Jolla, CA 92037, and ChaSerg Technology Sponsor LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 7660 Fay Avenue, Suite H, Unit 339, La Jolla, CA 92037.
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • October 10th, 2018 • ChaSerg Technology Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of October 4, 2018, by and between ChaSerg Technology Acquisition Corp., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (the “Subscriber”).
NOTICE OF RESTRICTED STOCK UNIT GRANTRestricted Stock Unit Agreement • March 9th, 2020 • Grid Dynamics Holdings, Inc. • Services-prepackaged software • California
Unless otherwise defined herein, the terms defined in the Grid Dynamics Holdings, Inc. 2020 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement, which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A, and all other exhibits and appendices attached hereto (all together, the “Award Agreement”).
Form Option Agreement] GRID DYNAMICS HOLDINGS, INC.Stock Option Agreement • March 9th, 2020 • Grid Dynamics Holdings, Inc. • Services-prepackaged software • California
Unless otherwise defined herein, the terms defined in the Grid Dynamics Holdings, Inc. 2020 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant attached hereto as Exhibit A, the Exercise Notice attached hereto as Exhibit B, and all other exhibits and appendices attached hereto (all together, the “Option Agreement”).
Form Restricted Stock Agreement] GRID DYNAMICS HOLDINGS, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 9th, 2020 • Grid Dynamics Holdings, Inc. • Services-prepackaged software • California
Unless otherwise defined herein, the terms defined in the Grid Dynamics Holdings, Inc. 2020 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Grant (the “Notice of Grant”), Terms and Conditions of Restricted Stock Grant attached hereto as Exhibit A, and all appendices and exhibits attached thereto (all together, the “Award Agreement”).
GRID DYNAMICS INTERNATIONAL, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 9th, 2020 • Grid Dynamics Holdings, Inc. • Services-prepackaged software • California
This Employment Agreement (the “Agreement”) entered into by and between Grid Dynamics International, Inc. (the “Company”), and Stan Klimoff (“Executive”) dated as of January 24, 2020, is effective as of the “closing” under that certain Agreement and Plan of Merger (the “Merger Agreement”) entered into by and among the Company, ChaSerg Technology Acquisition Corp., Automated Systems Holdings Limited and certain other parties thereto (with such “closing” under the Merger Agreement constituting the “Effective Date”). If the Merger Agreement is terminated without the “closing” occurring thereunder, this Agreement shall be void and of no further force and effect. This Agreement supersedes in its entirety the Employment Agreements between Grid Dynamics International, Inc. and Executive dated March 31, 2017, as amended and November 8, 2019.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2020 • Grid Dynamics Holdings, Inc. • Services-prepackaged software • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 5, 2020, is made and entered into by and among Grid Dynamics Holdings, Inc., a Delaware corporation (f/k/a ChaSerg Technology Acquisition Corp.) (the “Company”), ChaSerg Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), Automated Systems Holdings Limited, a company incorporated in Bermuda with limited liability (the “ASL Parent”), GDB International Investment Limited, a British Virgin Islands corporation and a wholly-owned subsidiary of ASL Parent (the “ASL Intermediate Company”), GDD International Holding Company, a Delaware corporation and a wholly-owned subsidiary of ASL Intermediate Company (the “ASL Holder”), BGV Opportunity Fund L.P., a Delaware limited liability partnership (“BGV”), and each of the undersigned individuals and entities (together with the Sponsor, Cantor, ASL (as defined herein), BGV, and any person or entity
CHASERG TECHNOLOGY ACQUISITION CORP.Administrative Support Agreement • October 10th, 2018 • ChaSerg Technology Acquisition Corp • Blank checks • New York
This letter agreement by and between ChaSerg Technology Acquisition Corp. (the “Company”) and First In Line Enterprises, Inc. (“First In Line”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • May 20th, 2021 • Grid Dynamics Holdings, Inc. • Services-prepackaged software • Delaware
THIS WARRANT EXCHANGE AGREEMENT (this “Agreement”), dated as of May 19, 2021, is by and between Grid Dynamics Holdings, Inc., a Delaware corporation, f/k/a ChaSerg Technology Acquisition Corp. (the “Company”), and the holder named on the signature page hereto (the “Holder”).
GRID DYNAMICS INTERNATIONAL, Inc. Indemnification AgreementIndemnification Agreement • March 9th, 2020 • Grid Dynamics Holdings, Inc. • Services-prepackaged software • California
This Indemnification Agreement (this “Agreement”) is made as of ______, _____ by and between Grid Dynamics International, Inc., a California corporation (the “Company”), and _______, an individual (“Indemnitee”).
VOTING AGREEMENTVoting Agreement • November 13th, 2019 • ChaSerg Technology Acquisition Corp • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of November 13, 2019 by and among (i) ChaSerg Technology Acquisition Corp., a Delaware corporation (“Parent”), (ii) Grid Dynamics International, Inc., a California corporation (the “Company”), (iii) GDD International Holding Company, a Delaware corporation (“GDD”), (iv) GDB International Investment Limited, a company incorporated in the British Virgin Islands (“GDB”) and (v) Automated Systems Holdings Limited, a company incorporated in Bermuda with limited liability and a beneficial owner of capital stock of the Company (“ASL” or the “Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • November 13th, 2019 • ChaSerg Technology Acquisition Corp • Blank checks
This Voting Agreement (this “Agreement”) is made as of November 13, 2019 by and between Wang Weihang (the “Covenantor”) and ChaSerg Technology Acquisition Corp. (“Parent”, together with the Covenanter, the “Parties”):
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • May 11th, 2020 • Grid Dynamics Holdings, Inc. • Services-prepackaged software • Delaware
This Stockholders’ Agreement (this “Agreement”) is entered into as of November 13, 2019 and effective as of Closing (as defined below), by and among Grid Dynamics Holdings, Inc., a Delaware corporation (f/k/a ChaSerg Technology Acquisition Corp.) (the “Company”), Automated Systems Holdings Limited, a company incorporated in Bermuda with limited liability (the “ASL”), GDB International Investment Limited, a British Virgin Islands corporation and a wholly-owned subsidiary of ASL (“GDB”), GDD International Holding Company, a Delaware corporation and a wholly-owned subsidiary of GDB (“GDD” and, together with GDB, the “ASL Holding Subs”), ChaSerg Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”), BGV Opportunity Fund L.P., a Delaware limited liability partnership (“BGV”), Victoria Livshitz, Victoria Livschitz Charitable Trust, Livchitz Children’s Charitable Trust, O. Fox Charitable Trust, Leonard Livschitz, VLSK2019 LLC, a Washington limited liability company (“VL
ChaSerg Technology Sponsor LLC La Jolla, CA 92037 November 13, 2019Sponsor Share Letter • November 13th, 2019 • ChaSerg Technology Acquisition Corp • Blank checks
Reference is hereby made to that certain Agreement and Plan of Merger, dated as of November 13, 2019 (as it may be amended, the “Business Combination Agreement”), by and among (i) ChaSerg Technology Acquisition Corp. (the “Purchaser” or “Pubco”), (ii) CS Merger Sub 1, Inc., a California corporation and a wholly-owned subsidiary of the Company, (iii) CS Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, (iv) Grid Dynamics International, Inc., a California corporation, and (v) Automated Systems Holdings Limited, a company incorporated in Bermuda with limited liability, solely in its capacity as representative of the Securityholders (as defined in the Business Combination Agreement). Any capitalized term used but not defined herein will have the meanings ascribed thereto in the Business Combination Agreement.
SALARY CHANGE ACKNOWLEDGEMENTSalary Change Acknowledgement • July 6th, 2020 • Grid Dynamics Holdings, Inc. • Services-prepackaged software
This Salary Change Acknowledgement (“Acknowledgement”) is made by and between [_____] (the “Executive”) and Grid Dynamics Holdings, Inc. (the “Company”) (collectively referred to herein as, the “Parties”), as of [_____], 2020 (the “Effective Date”).
LOCK-UP AGREEMENTLock-Up Agreement • November 13th, 2019 • ChaSerg Technology Acquisition Corp • Blank checks • New York
The undersigned signatory of this lock-up agreement (this “Letter Agreement”) understands that ChaSerg Technology Acquisition Corp., a Delaware corporation (“ChaSerg”), is entering into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”), dated as of the date hereof, with CS Merger Sub 1 Inc., a California corporation and a wholly-owned subsidiary of ChaSerg (“Merger Sub 1”), CS Merger Sub 2 LLC, a Delaware limited liability company and a wholly-owned subsidiary of ChaSerg (“Merger Sub 2”), Grid Dynamics International, Inc., a California corporation (the “Company”), and Automated Systems Holdings Limited, a company incorporated in Bermuda with limited liability, pursuant to which, among other things, (i) Merger Sub 1 will merge with and into the Company, with the Company continuing as the initial surviving entity (the “Initial Merger”), and (ii) the Company will then merge with and into Merger Sub 2, with Merger Sub 2 continuing as the
Form Performance Share Agreement] GRID DYNAMICS HOLDINGS, INC. PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • March 9th, 2020 • Grid Dynamics Holdings, Inc. • Services-prepackaged software • California
Unless otherwise defined herein, the terms defined in the Grid Dynamics Holdings, Inc. 2020 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Performance Share Award Agreement, which includes the Notice of Performance Share Grant (the “Notice of Grant”), the Terms and Conditions of Performance Share Grant attached hereto as Exhibit A, and all other exhibits and appendices attached thereto (all together, the “Award Agreement”).
CONSULTING AGREEMENTConsulting Agreement • August 5th, 2021 • Grid Dynamics Holdings, Inc. • Services-prepackaged software • California
This Consulting Agreement (“Agreement”) is entered into as of June 15, 2021 (the “Effective Date”), between Grid Dynamics Holdings, Inc. (“Company”), and Livschitz Family Enterprises, LLC, a Montana Limited Liability Company (“Consultant”). Company and Consultant desire to have Consultant perform services for Company, subject to and in accordance with the terms and conditions of this Agreement.
ChaSerg Technology Sponsor LLC Burlingame, CA 94010 January 26, 2020Sponsor Share Letter • January 27th, 2020 • ChaSerg Technology Acquisition Corp • Services-prepackaged software
Reference is hereby made to that certain Sponsor Share Letter, dated as of November 13, 2019, by and between the Sponsor (as defined below) and Pubco (as defined below) (the “Original Letter”) and to that certain Agreement and Plan of Merger, dated as of November 13, 2019 (as it may be amended, the “Business Combination Agreement”), by and among (i) ChaSerg Technology Acquisition Corp. (the “Purchaser” or “Pubco”), (ii) CS Merger Sub 1, Inc., a California corporation and a wholly-owned subsidiary of the Company, (iii) CS Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, (iv) Grid Dynamics International, Inc., a California corporation, and (v) Automated Systems Holdings Limited, a company incorporated in Bermuda with limited liability, solely in its capacity as representative of the Securityholders (as defined in the Business Combination Agreement). Any capitalized term used but not defined herein will have the meanings ascribed theret
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 13th, 2019 • ChaSerg Technology Acquisition Corp • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of November 13, 2019, is entered into by and among ChaSerg Technology Acquisition Corp., a Delaware corporation (“Parent”), CS Merger Sub 1 Inc., a California corporation (“Merger Sub 1”), CS Merger Sub 2 LLC, a Delaware limited liability company (“Merger Sub 2”), Grid Dynamics International, Inc., a California corporation (“Company”) and Automated Systems Holdings Limited, a company incorporated in Bermuda with limited liability, solely in its capacity as representative of the Securityholders (the “Company Representative”). Parent, Merger Sub 1, Merger Sub 2, the Company and the Company Representative may each be referred to herein as a “Party” and, collectively, the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • March 3rd, 2022 • Grid Dynamics Holdings, Inc. • Services-prepackaged software • California
This Consulting Agreement (“Agreement”) is entered into as of June 15, 2021 (the “Effective Date”), between Grid Dynamics Holdings, Inc. (“Company”), and Livschitz Family Enterprises, LLC, a Montana Limited Liability Company (“Consultant”). Company and Consultant desire to have Consultant perform services for Company, subject to and in accordance with the terms and conditions of this Agreement.
WAIVER OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTWaiver of Amended and Restated Registration Rights Agreement • May 12th, 2020 • Grid Dynamics Holdings, Inc. • Services-prepackaged software • New York
THIS WAIVER OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Waiver”), dated as of April 17, 2020, is made and entered into by and among Grid Dynamics Holdings, Inc., a Delaware corporation (the “Company”), and the “Holders” as defined in the Amended and Restated Registration Rights Agreement by and among the Company and the Holders dated as of March 5, 2020 (the “Agreement”). Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Agreement.
VOTING AGREEMENTVoting Agreement • November 13th, 2019 • ChaSerg Technology Acquisition Corp • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of November 13, 2019 by and among (i) ChaSerg Technology Acquisition Corp., a Delaware corporation (“Parent”), (ii) Grid Dynamics International, Inc., a California corporation (the “Company”), and (iii) BGV Opportunity Fund L.P., a Delaware limited partnership (“BGV” or the “Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
SALARY REDUCTION ACKNOWLEDGEMENTSalary Reduction Acknowledgement • April 7th, 2020 • Grid Dynamics Holdings, Inc. • Services-prepackaged software
This Salary Reduction Acknowledgement (“Acknowledgement”) is made by and between [_____] (the “Executive”) and Grid Dynamics Holdings, Inc. (the “Company”) (collectively referred to herein as, the “Parties”), as of [_____], 2020 (the “Effective Date”).
VOTING AGREEMENTVoting Agreement • November 13th, 2019 • ChaSerg Technology Acquisition Corp • Blank checks • Hong Kong
This Voting Agreement (this “Agreement”) is made as of November 13, 2019 by and between Teamsun Technology (HK) Limited (the “Covenantor” or “Teamsun”) and ChaSerg Technology Acquisition Corp. (“Parent”, together with the Covenanter, the “Parties”):
