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
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.
