If the Settlement is approved, the Court will enter an Order and Final Judgment (the “Judgment”). Pursuant to the Judgment, the Released Claims asserted against Defendants in the Action will be dismissed with prejudice and the following releases will occur:

(i) Upon the Effective Date of the Settlement, Lead Plaintiffs, Settlement Petitioners, and all other Class Members shall be deemed to have, and by operation of law and of the Judgment shall have, fully, finally, and forever compromised, settled, released, resolved, relinquished, waived, discharged, and dismissed with prejudice any and all Released Plaintiffs’ Claims against Defendants and the other Released Defendants’ Persons, and shall forever be barred and enjoined from commencing, instituting, instigating, facilitating, asserting, maintaining, participating in, supporting, or prosecuting any and all Released Plaintiffs’ Claims against any of the Released Defendants’ Persons.

(ii) Upon the Effective Date of the Settlement, Defendants shall be deemed to have, and by operation of law and of the Judgment shall have, fully, finally, and forever compromised, settled, released, resolved, relinquished, waived, discharged, and dismissed with prejudice any and all Released Defendants’ Claims against Lead Plaintiffs, Settlement Petitioners, and the other Released Plaintiffs’ Persons, and shall forever be barred and enjoined from commencing, instituting, instigating, facilitating, asserting, maintaining, participating in, supporting, or prosecuting any and all Released Defendants’ Claims against any of the Released Plaintiffs’ Persons.

The following capitalized terms shall have the meanings specified below:

“Released Claims” means, collectively, the Released Plaintiffs’ Claims and the Released Defendants’ Claims.

“Released Defendants’ Claims” means any and all rights, liabilities, suits, debts, obligations, demands, damages, losses, judgments, matters, issues, claims, and causes of action of every nature and description whatsoever, whether known claims or Unknown Claims, contingent or absolute, mature or not mature, liquidated or unliquidated, accrued or not accrued, direct or indirect, regardless of legal or equitable theory and whether arising under federal law, state law, statutory law, common law, foreign law, or any other law, rule, or regulation, whether class and/or individual in nature that arise out of or relate in any way to the institution, prosecution, or settlement of the claims in the Action. Notwithstanding any of the foregoing, the Released Defendants’ Claims shall not include claims to enforce the Settlement.

“Released Defendants’ Persons” means Defendants, and their affiliates (including any investment fund that has invested in the Defendants and any investment advisory entity of such investment fund), and each of their respective officers, directors, employees, predecessors, successors, immediate family members, partners, insurers, representatives, attorneys, experts, auditors, and accountants, in their capacities as such.

“Released Persons” means, collectively, the Released Plaintiffs’ Persons and the Released Defendants’ Persons.

“Released Plaintiffs’ Claims” means any and all rights, liabilities, suits, debts, obligations, demands, damages, losses, judgments, matters, issues, claims, and causes of action of every nature and description whatsoever, whether known claims or Unknown Claims, contingent or absolute, mature or not mature, liquidated or unliquidated, accrued or not accrued, direct or indirect, regardless of legal or equitable theory and whether arising under federal law, state law, statutory law, common law, foreign law, or any other law, rule, or regulation, whether class and/or individual in nature, that Lead Plaintiffs, Settlement Petitioners, and any other member of the Class: (i) asserted in the Action; or (ii) could have asserted in the Action or any forum that arise out of, are based upon, or relate to (a) the allegations, transactions, facts, events, matters, occurrences, disclosures, representations, or omissions involved, set forth, or referred to in any of the complaints filed in the Action, (b) the Transaction or any other disclosures relating to or concerning the Transaction, and (c) the ownership of Thoughtworks common stock as of the Closing. Notwithstanding any of the foregoing, the Released Plaintiffs’ Claims shall not include (i) claims to enforce the Settlement; or (ii) the appraisal rights of Petitioners Alpine Partners (BVI), L.P., Matt Giffuni, and Quadre Investments, L.P., asserted in Alpine Partners (BVI), L.P. v. Thoughtworks Holding, Inc., C.A. No. 2025-0039-BWD, Giffuni v. Thoughtworks Holding, Inc., C.A. No. 2024-1166-BWD, and Quadre Investments, L.P. v. Thoughtworks Holding, Inc., C.A. No. 2025-0162-BWD, which were consolidated into In re Appraisal of Thoughtworks Holding, Inc., C.A. No. 2024-1295-BWD.

“Released Plaintiffs’ Persons” means Lead Plaintiffs, Settlement Petitioners, and all other members of the Class and their affiliates, and each of their respective officers, directors, employees, predecessors, successors, immediate family members, partners, insurers, representatives, attorneys, experts, auditors, and accountants, in their capacities as such.

“Unknown Claims” means any claims that any Lead Plaintiff, Settlement Petitioner, Class Member, or Defendant does not know or suspect to exist in his, her, or its favor at the time of the Release of the Released Persons, which, if known by him, her, or it, might have affected his, her, or its decision(s) with respect to this Settlement. With respect to any and all Released Claims, the Parties stipulate and agree that, upon the Effective Date of the Settlement, Lead Plaintiffs, Settlement Petitioners, and Defendants shall expressly waive, and each of the other Class Members shall be deemed to have waived, and by operation of the Judgment shall have expressly waived, any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, which is similar, comparable, or equivalent to California Civil Code § 1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

The Parties acknowledge that they may discover facts in addition to or different from those now known or believed to be true with respect to the Released Plaintiffs’ Claims and the Released Defendants’ Claims, but that it is the intention of Lead Plaintiffs, Settlement Petitioners, and Defendants to completely, fully, finally, and forever extinguish any and all Released Plaintiffs’ Claims and Released Defendants’ Claims, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different facts. Lead Plaintiffs, Settlement Petitioners, and Defendants acknowledge, and each of the other Class Members shall be deemed by operation of law to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the Settlement.

By Order of the Court, (i) all proceedings in the Action other than proceedings necessary to carry out or enforce the terms and conditions of the Stipulation, have been stayed until otherwise ordered by the Court; and (ii) pending final determination of whether the Settlement should be approved, Lead Plaintiffs and each of the other Class Members are barred and enjoined from commencing, prosecuting, instigating, or in any way participating in the commencement or prosecution of any Released Plaintiffs’ Claims, either directly, representatively, derivatively, or in any other capacity, against any Released Defendants’ Persons.

Frequently Asked Questions

For More Information

Questions? Contact Us.