GUIDEWIRE SOFTWARE, INC. Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 21st, 2013 • Guidewire Software, Inc. • Services-prepackaged software • New York
Guidewire Software, 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 [ ] shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [ ] 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”.
GUIDEWIRE SOFTWARE, INC., Issuer AND U.S. Bank National Association, Trustee INDENTURE Dated as of March 13, 2018 Senior Debt SecuritiesIndenture • March 13th, 2018 • Guidewire Software, Inc. • Services-prepackaged software • New York
INDENTURE, dated as of March 13, 2018, among GUIDEWIRE SOFTWARE, INC., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association as trustee (the “Trustee”):
Guidewire Software, Inc.Underwriting Agreement • March 9th, 2018 • Guidewire Software, Inc. • Services-prepackaged software • New York
Guidewire Software, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions in this underwriting agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as representatives (the “Representatives”), an aggregate of $360,000,000 principal amount of the 1.250% Convertible Senior Notes due 2025 (the “Firm Securities”), which shall be convertible into shares of Common Stock of the Company, par value $0.0001 per share (“Stock”, and any shares of Stock issuable upon conversion of the Securities, including, for the avoidance of doubt, any additional shares deliverable upon conversion in connection with a make-whole fundamental change, the “Underlying Securities”), cash or a combination of cash and Stock, and, at the election of the Underwriters, up to an aggregate of $40,000,000 additional princ
To: Guidewire Software, Inc. San Mateo, California, 94403 Attention: Treasurer Telephone No.: (650) 357-9100Call Option Transaction • October 18th, 2024 • Guidewire Software, Inc. • Services-prepackaged software
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) and Guidewire Software, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
GUIDEWIRE SOFTWARE, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of October 18, 2024 1.25% Convertible Senior Notes due 2029Indenture • October 18th, 2024 • Guidewire Software, Inc. • Services-prepackaged software • New York
INDENTURE, dated as of October 18, 2024, between Guidewire Software, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
EXECUTIVE AGREEMENTExecutive Agreement • September 18th, 2023 • Guidewire Software, Inc. • Services-prepackaged software • California
This Executive Agreement (“Agreement”) is made as of the __th day of Month, 20__ (the “Effective Date”), between Guidewire Software, Inc., a Delaware corporation (the “Company”), and NAME (the “Executive”) [and supersedes the Executive Agreement between the Company and the Executive dated as of ______].
Guidewire Software, Inc. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • March 9th, 2018 • Guidewire Software, Inc. • Services-prepackaged software • New York
Guidewire Software, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions in this underwriting agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as representatives (the “Representatives”), an aggregate of 2,285,714 shares (the “Firm Securities”) and, at the election of the Underwriters, up to an aggregate of 342,857 additional shares, solely to cover over-allotments, if any (the “Optional Securities”), of Common Stock of the Company, par value $0.0001 per share (“Stock”). The Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively referred to as the “Securities”.
GUIDEWIRE SOFTWARE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 28th, 2011 • Guidewire Software, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Guidewire Software, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
WARRANT TO PURCHASE STOCKWarrant to Purchase Stock • September 2nd, 2011 • Guidewire Software, Inc. • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
Guidewire Software, Inc. 2011 Stock Plan Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • March 5th, 2020 • Guidewire Software, Inc. • Services-prepackaged software • Delaware
CREDIT AGREEMENT Dated as of December 2, 2024 among GUIDEWIRE SOFTWARE, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as the Administrative Agent and an L/C Issuer, and THE OTHER...Credit Agreement • December 5th, 2024 • Guidewire Software, Inc. • Services-prepackaged software • New York
This CREDIT AGREEMENT is entered into as of December 2, 2024 among GUIDEWIRE SOFTWARE, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), the L/C Issuers (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer.
SUBLEASESublease • March 8th, 2023 • Guidewire Software, Inc. • Services-prepackaged software
THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of February 11, 2023 (the “Effective Date”), and is made by and between ROBLOX CORPORATION, a Delaware corporation (“Sublessor”), and GUIDEWIRE SOFTWARE, INC., a Delaware corporation (“Sublessee”). Sublessor and Sublessee hereby agree as follows:
SUBLEASE BETWEEN ORACLE USA, INC. AND GUIDEWIRE SOFTWARE, INC. 2211 Bridgepointe Parkway, San Mateo, California (“Bridgepointe Building 2”) Portions of Second (2nd), Third (3rd) and Fourth (4th) FloorsSublease • September 2nd, 2011 • Guidewire Software, Inc. • California
THIS DECLARATION, made on the date hereinafter set forth, by THE SOBRATO 1979 REVOCABLE TRUST, AS AMENDED (the “SOBRATO TRUST”), and SOBRATO INTERESTS III, a California Limited Partnership (“SI III”), is made with reference to the following facts:
GUIDEWIRE SOFTWARE, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT SEPTEMBER 20, 2007Investors’ Rights Agreement • September 2nd, 2011 • Guidewire Software, Inc. • California
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 20th day of September, 2007, by and among Guidewire Software, Inc., a Delaware corporation (the “Company”), John Raguin, Marcus Ryu, Ken Branson, John Seybold, Mark Shaw and James Kwak (each, a “Founder” and collectively, the “Founders”) and the investors listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG GUIDEWIRE SOFTWARE, INC., IGLOO ACQUISITION SUB, INC., ISCS, INC., POWER MANAGEMENT GROUP, INC., ANDREW SCURTO, AND TIMOTHY SHELTON DATED AS OF DECEMBER 18, 2016Merger Agreement • December 19th, 2016 • Guidewire Software, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of December 18, 2016, by and among Guidewire Software, Inc., a Delaware corporation (“Parent”), Igloo Acquisition Sub, Inc., a California corporation (“MergerCo”), Power Management Group, Inc., a California Corporation (the “Seller”), ISCS, Inc., a California corporation (the “Company”) and wholly-owned subsidiary of Seller, Andrew Scurto and Timothy Shelton owners of all of the outstanding equity of Seller (each a, “Key Stakeholder” and collectively, the “Key Stakeholders”).
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE GUIDEWIRE SOFTWARE, INC. AMENDED AND RESTATED 2020 STOCK PLANRestricted Stock Unit Award Agreement • September 18th, 2023 • Guidewire Software, Inc. • Services-prepackaged software
Pursuant to the Guidewire Software, Inc. Amended and Restated 2020 Stock Plan as amended through the date hereof (the “Plan”), Guidewire Software, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock (the “Stock”) of the Company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2017 • Guidewire Software, Inc. • Services-prepackaged software • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 1, 2017 by and between Guidewire Software, Inc., a Delaware corporation (“Parent”), and the individuals and entities listed on Exhibit A attached hereto (each a “Holder” and collectively the “Holders”).
— PARKSIDE TOWERS — OFFICE LEASE AGREEMENT BETWEEN PARKSIDE TOWERS, L.P., AS LANDLORD AND GUIDEWIRE SOFTWARE, INC., AS TENANT DATED AS OF December 5, 2011Office Lease Agreement • December 13th, 2011 • Guidewire Software, Inc. • Services-prepackaged software • California
This Office Lease Agreement (this “Lease”) is entered into as of December 5, 2011, by and between the Landlord and the Tenant hereinafter named.
ContractExecutive Agreement • June 8th, 2022 • Guidewire Software, Inc. • Services-prepackaged software
RESTRICTED STOCK AWARD AGREEMENT UNDER THE GUIDEWIRE SOFTWARE, INC. AMENDED AND RESTATED 2020 STOCK PLANRestricted Stock Award Agreement • September 18th, 2023 • Guidewire Software, Inc. • Services-prepackaged software
Pursuant to the Guidewire Software, Inc. Amended and Restated 2020 Stock Plan (the “Plan”) as amended through the date hereof, Guidewire Software, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
BAY MEADOWS STATIONLease • September 19th, 2018 • Guidewire Software, Inc. • Services-prepackaged software
ASSIGNMENT OF LEASEAssignment of Lease • March 8th, 2023 • Guidewire Software, Inc. • Services-prepackaged software
THIS ASSIGNMENT OF LEASE (this “Assignment”) is dated February 11, 2023 for reference purposes only and is made between Guidewire Software, Inc., a Delaware corporation (“Assignor”), and Roblox Corporation, a Delaware corporation (“Assignee”).
GUIDEWIRE SOFTWARE, INC. AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 13th, 2011 • Guidewire Software, Inc. • Services-prepackaged software • California
This Amendment No. 1 TO THE SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made as of December 8, 2010 by and among Guidewire Software, Inc., a Delaware corporation (the “Company”), the investors of the Company listed on Schedule A of the Rights Agreement (as defined below) (collectively, the “Investors”) and Craig Conway (the “Holder”).
GLOBAL STOCK OPTION AGREEMENT UNDER THE GUIDEWIRE SOFTWARE, INC. AMENDED AND RESTATED 2020 STOCK PLANStock Option Agreement • September 18th, 2023 • Guidewire Software, Inc. • Services-prepackaged software • Delaware
This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
GLOBAL STOCK OPTION AGREEMENT1 UNDER THE GUIDEWIRE SOFTWARE, INC. 2020 STOCK PLANGlobal Stock Option Agreement • September 26th, 2022 • Guidewire Software, Inc. • Services-prepackaged software • Delaware
This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
SUBLEASE BETWEEN ORACLE AMERICA, INC. AND GUIDEWlRE SOFTWARE, INC. San Mateo, California (“Bridgepointe Building 3”) Conference Center Ground FloorSublease • September 2nd, 2011 • Guidewire Software, Inc. • California
THIS SUBLEASE (“Sublease”) is entered into as of December 20, 2010 (the “Effective Date”), by and between ORACLE AMERICA, INC., a Delaware corporation (“Sublandlord”) and GUIDEWIRE SOFTWARE, INC., a Delaware corporation (“Subtenant”), with reference to the following facts:
STOCK OPTION AGREEMENT UNDER THE GUIDEWIRE SOFTWARE, INC. AMENDED AND RESTATED 2020 STOCK PLANStock Option Agreement • September 18th, 2023 • Guidewire Software, Inc. • Services-prepackaged software
[* This Stock Option is intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).]1
GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE GUIDEWIRE SOFTWARE, INC. AMENDED AND RESTATED 2020 STOCK PLANGlobal Restricted Stock Unit Award Agreement • September 18th, 2023 • Guidewire Software, Inc. • Services-prepackaged software • Delaware
Pursuant to the Guidewire Software, Inc. Amended and Restated 2020 Stock Plan as amended through the date hereof (the “Plan”), Guidewire Software, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above subject to the terms of this Global Restricted Stock Unit Award Agreement (the “RSU Agreement”), including any additional terms and conditions for the Grantee's country set forth in the appendix hereto (the “Appendix” and, together with the RSU Agreement, the "Agreement"). Each Restricted Stock Unit shall relate to one share of Common Stock (the “Stock”) of the Company. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.
GUIDEWIRE SOFTWARE, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 13, 2018 to Indenture Dated as of March 13, 2018 1.250% Convertible Senior Notes due 2025First Supplemental Indenture • March 13th, 2018 • Guidewire Software, Inc. • Services-prepackaged software • New York
FIRST SUPPLEMENTAL INDENTURE dated as of March 13, 2018 (this “Supplemental Indenture”) between GUIDEWIRE SOFTWARE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01), supplementing the Indenture dated as of March 13, 2018 between the Company and the Trustee (the “Base Indenture” and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
