0001104659-21-117908 Sample Contracts

12,000,000 Subordinate Voting Shares TELUS International (Cda) Inc. Subordinate Voting Shares UNDERWRITING AGREEMENT September [●], 2021

Underwriting Agreement • September 21st, 2021 • TELUS International (Cda) Inc. • Services-computer processing & data preparation • New York

• Contract Type
  Underwriting Agreement
• Filed
  September 21st, 2021
• Company
  TELUS International (Cda) Inc.
• Industry
  Services-computer processing & data preparation
• Jurisdiction
  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.

AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT

The Registration Rights Agreement • September 21st, 2021 • TELUS International (Cda) Inc. • Services-computer processing & data preparation • British Columbia

• Contract Type
  The Registration Rights Agreement
• Filed
  September 21st, 2021
• Company
  TELUS International (Cda) Inc.
• Industry
  Services-computer processing & data preparation
• Jurisdiction
  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.