INDEMNIFICATION AGREEMENTIndemnification Agreement • August 25th, 2021 • Turing Holding Corp. • Services-computer programming services • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2021 between Thoughtworks Holding, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
Turing Holding Corp. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • September 7th, 2021 • Turing Holding Corp. • Services-computer programming services • New York
Turing Holding Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares of common stock, par value $0.001 per share (“Stock”), of the Company and the selling stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [•] shares and, at the election of the Underwriters, up to [•] additional shares of Stock. The aggregate of [•] shares to be sold by the Company and the Selling Stockholder is herein called the “Firm Shares” and the aggregate of [•] additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herei
TURING HOLDING CORP. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 25th, 2021 • Turing Holding Corp. • Services-computer programming services • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 23, 2020 by and among Turing Holding Corp., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”), each Person listed on the signature pages under the caption “Preferred Investors” or who executes a Joinder as a “Preferred Investor” (collectively, the “Preferred Investors”), each Person listed on the signature pages under the caption “Other Investors” or who executes a Joinder as an “Other Investor” (collectively, the “Other Investors”) and each of the executives listed on the signature pages under the caption “Executives” or who executes a Joinder as an “Executive” (collectively, the “Executives”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
AGREEMENT AND PLAN OF MERGER by and among TASMANIA MIDCO, LLC, TASMANIA MERGER SUB, INC. and THOUGHTWORKS HOLDING, INC. Dated as of August 5, 2024Merger Agreement • August 5th, 2024 • Thoughtworks Holding, Inc. • Services-computer programming services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 5, 2024 (the “Agreement Date”), by and among Tasmania Midco, LLC, a Delaware limited liability company (“Parent”), Tasmania Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Thoughtworks Holding, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes hereinafter referred to as a “Party.” All capitalized terms that are used but not defined elsewhere in this Agreement shall have the respective meanings given to them in Article I.
Turing Holding Corp. 36,842,106 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • September 20th, 2021 • Thoughtworks Holding, Inc. • Services-computer programming services • New York
Turing Holding Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 16,429,964 shares of common stock, par value $0.001 per share (“Stock”), of the Company and the selling stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of 20,412,142 shares and, at the election of the Underwriters, up to 5,526,315 additional shares of Stock. The aggregate of 36,842,106 shares to be sold by the Company and the Selling Stockholder is herein called the “Firm Shares” and the aggregate of 5,526,315 additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursu
THOUGHTWORKS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2024 • Thoughtworks Holding, Inc. • Services-computer programming services • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of October 12, 2017 by and between THOUGHTWORKS, INC., a Delaware corporation (the “Company”), and Ramona Mateiu (“Executive”).
EMPLOYMENT AGREEMENT DEEDEmployment Agreement • May 9th, 2023 • Thoughtworks Holding, Inc. • Services-computer programming services • England and Wales
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as a Deed on October 19, 2017 by and between ThoughtWorks, Ltd, (the “Company”), and Erin Kessler (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2024 • Thoughtworks Holding, Inc. • Services-computer programming services • Delaware
of claim, statute or type of relief is intended to limit the scope of this Release. Notwithstanding the foregoing, Executive acknowledges that Executive may hereafter discover Claims or facts in addition to or different than those which Executive now knows or believes to exist with respect to the subject matter of the released Claims above and which, if known or suspected at the time of entering into this Release, may have materially affected this General Release and my decision to enter into it.
Transition and Separation AgreementTransition and Separation Agreement • August 6th, 2024 • Thoughtworks Holding, Inc. • Services-computer programming services • Delaware
This letter agreement (this “Agreement”) sets out the terms and conditions that we previously discussed regarding your employment with Thoughtworks, Inc. (the “Company”). This Agreement shall be effective as of the date signed by you (such date, the “Effective Date”).
AMENDMENT TO THOUGHTWORKS INC. EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2024 • Thoughtworks Holding, Inc. • Services-computer programming services
This Amendment to the Thoughtworks Inc. Employment Agreement (this “Amendment”) is made and entered into effective as of July 31, 2024 (the “Amendment Effective Date”), by and between Thoughtworks Inc., a Delaware corporation (the “Company”), and Michael R. Sutcliff (the “Executive” and, together with the Company, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2024 • Thoughtworks Holding, Inc. • Services-computer programming services
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of October 12, 2017 by and between ThoughtWorks Technologies (India) Private Limited, a company incorporated in India under the Companies Act, 1956, and having its registered office at ACR Mansion G + 3floors, 147/F, 8th Main, 3rd Block Koramangala, Bangalore-560034, India (hereinafter referred to as the “Company”), and Sudhir Tiwari (“Executive”).
AMENDMENT TO THOUGHTWORKS INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2023 • Thoughtworks Holding, Inc. • Services-computer programming services
This Amendment to Thoughtworks Inc. Employment Agreement (this “Amendment”) is made and entered into effective as of August 3, 2023 (the “Amendment Effective Date”), by and between The Thoughtworks Inc., a Delaware corporation (the “Company”), and Rebecca Parsons (the “Executive” and, together with the Company, the “Parties”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • August 25th, 2021 • Turing Holding Corp. • Services-computer programming services • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2021, by and among Thoughtworks Holding, Inc., a Delaware corporation (the “Company”) and Turing EquityCo L.P., a Delaware limited partnership (“Turing EquityCo”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering (the “IPO”) of shares of its common stock, par value $0.001 per share (the “Common Stock”).
ROLLOVER AGREEMENTRollover Agreement • August 5th, 2024 • Thoughtworks Holding, Inc. • Services-computer programming services • Delaware
THIS ROLLOVER AGREEMENT (this “Agreement”) is entered into as of August 5, 2024, by and among Tasmania Parent, Inc., a Delaware corporation (“Topco”), solely for purposes of Section 5(d), Tasmania Holdco, Inc. a Delaware corporation (“Holdco”), solely for purposes of Section 5(d), Tasmania Midco, LLC a Delaware limited liability company and indirect wholly-owned subsidiary of Topco (“Parent”), and Turing EquityCo II L.P., a Guernsey limited partnership (the “Stockholder”). Capitalized terms used and not otherwise defined herein have the meanings given to those terms in the Merger Agreement (as defined below).
EQUITY COMMITMENT LETTEREquity Commitment Letter • September 3rd, 2024 • Thoughtworks Holding, Inc. • Services-computer programming services • Delaware
INVESTMENT AGREEMENTInvestment Agreement • September 3rd, 2024 • Thoughtworks Holding, Inc. • Services-computer programming services
THIS INVESTMENT AGREEMENT (this “Agreement”) is entered into as of August 5, 2024, by and between Tasmania Parent, Inc., a Delaware corporation (“Topco”), and Michael Sutcliff (the “Stockholder”). Capitalized terms used and not otherwise defined herein have the meanings given to those terms in the Merger Agreement (as defined below).
SECOND AGREEMENT AND RELEASESecond Agreement and Release • February 27th, 2024 • Thoughtworks Holding, Inc. • Services-computer programming services
Thoughtworks Holding, Inc. (the “Company”) and Sai Mandapaty (“Employee”) agree to the terms and conditions of this Second Agreement and Release as set forth below, effective as of the Effective Date (as defined below). All capitalized terms used herein, unless defined otherwise herein, shall have the meaning set forth in the Agreement and Release, signed October 30, 2023 (the “First Release”) or, if not defined therein, the Severance Plan.
Reference is made herein to that certain Employment Agreement (the “Employment Agreement”), dated as of October 19, 2017, by and between you and ThoughtWorks, Ltd. (your “Prior Employer”).Employment Agreement • August 25th, 2021 • Turing Holding Corp. • Services-computer programming services
This letter serves to acknowledge that following your entry into the Employment Agreement, your employment transitioned from your Prior Employer to its parent company, Thoughtworks, Inc. (the “Company”), and you currently serve as the Chief Executive Officer of the North American business. For the avoidance of doubt, notwithstanding such transition, the Employment Agreement will continue to govern the terms and conditions of your employment with the Company; provided, and you acknowledge and agree that (a) these changes in your employing entity and role have not, and do not, constitute a termination of your employment, or otherwise trigger any of your entitlements under the Employment Agreement due upon a termination of your employment, and (b) your entitlements to participate in the UK-based employee benefits provided to you by the Prior Employer expired upon the change in your employing entity from the Prior Employer to the Company, and in lieu thereof, you will be eligible to partic
AGREEMENT AND RELEASEAgreement and Release • November 7th, 2023 • Thoughtworks Holding, Inc. • Services-computer programming services • Delaware
Thoughtworks Holding, Inc. (the “Company”) and Sai Mandapaty (“Employee”) agree to the terms and conditions of this Agreement and Release as set forth below, effective as of the Effective Date (as defined below):
AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 25th, 2021 • Turing Holding Corp. • Services-computer programming services • Delaware
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of June 21, 2021 (the “Effective Date”), is entered into by and between Turing Holding Corp., a Delaware corporation (the “Company”) and Turing EquityCo L.P (“Sponsor Investor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
INCREMENTAL AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 28th, 2023 • Thoughtworks Holding, Inc. • Services-computer programming services • New York
INCREMENTAL AMENDMENT, dated as of March 30, 2021 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of March 26, 2021 (as amended, restated, supplemented or otherwise modified prior to the date hereof), among TURING TOPCO LLC, a Delaware limited liability company (“Holdings”), TURING MIDCO LLC, a Delaware limited liability company (“Parent Borrower” and a “Co-Borrower”), TURING ACQUISITION LLC, a Delaware limited liability company (“AcquisitionCo” and a “Co-Borrower”), THOUGHTWORKS, INC., a Delaware corporation (the “Company” and a “Co-Borrower”, and together with Parent Borrower and AcquisitionCo, the “Borrowers”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse”), as Administrative Agent, Collateral Agent and L/C Issuer, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) (the “Credit Agreement”), by and among the Borrowers, Holdings, the other Loan Parties party hereto, the Lenders party heret
ROLLOVER AND REINVESTMENT AGREEMENTRollover and Reinvestment Agreement • August 5th, 2024 • Thoughtworks Holding, Inc. • Services-computer programming services • Delaware
THIS ROLLOVER AND REINVESTMENT AGREEMENT (this “Agreement”) is entered into as of August 5, 2024, by and among Tasmania Parent, Inc., a Delaware corporation (“Topco”), solely for purposes of Section 8(e), Tasmania Holdco, Inc., a Delaware corporation (“Holdco”), solely for purposes of Section 8(e), Tasmania Midco, LLC, a Delaware limited liability company (“Parent”) and the individual identified on the signature page hereto as the “Stockholder” (the “Stockholder”). Capitalized terms used and not otherwise defined herein have the meanings given to those terms in the Merger Agreement (as defined below).
