TAX RECEIVABLE AGREEMENT among CLEARWATER ANALYTICS HOLDINGS, INC. and THE PERSONS NAMED HEREIN Dated as of September 28, 2021Tax Receivable Agreement • September 28th, 2021 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of September 28, 2021, and is between Clearwater Analytics Holdings, Inc., a Delaware corporation (“Corporate Taxpayer”), each of the undersigned parties, and each of the other persons from time to time that becomes a party hereto (each, excluding CWAN Holdings, LLC (“OpCo”), a “TRA Party” and together the “TRA Parties”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED CREDIT AGREEMENT...Credit Agreement • August 30th, 2021 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software • New York
This CREDIT AGREEMENT, dated as of September 1, 2016 (this “Agreement”), is entered into by and among Carbon Analytics Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), to be merged with and into Clearwater Analytics, LLC, a Delaware limited liability company (“Target” and in its capacity as successor by merger to Merger Sub immediately following consummation of the Merger, a “Borrower”), Carbon Analytics Acquisition LLC, a Delaware limited liability company (“Holdings”), ARES CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “Ares Capital”), as Administrative Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”), as Issuing Lender (as defined below) and as a Lender, and such Lenders.
DocuSign Envelope ID: 95CDB69B-61EA-4B27-8A52-18F1C674717A clearwateranalytics.com | Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of March 14, 2022, by and between Subi Sethi (the “Employee”) and...Employment Agreement • February 29th, 2024 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software • Idaho
Clearwater Analytics Holdings, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • March 11th, 2024 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software
Certain stockholders named in Schedule II hereto (the “Selling Stockholders”) of Clearwater Analytics Holdings, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 16,250,000 shares (the “Shares”) of Class A Common Stock, par value $0.001 per share (“Stock”), of the Company. If only the Representative is listed on Schedule I hereto, any references to “Underwriters” in this Agreement shall instead mean the Representative and related plural terms shall instead be read in the singular.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. DIRECTOR AND OFFICER...Indemnification Agreement • August 30th, 2021 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is made as of , 20[21] by and between Clearwater Analytics Holdings, Inc., a Delaware corporation (the “Company”), in its own name and on behalf of its direct and indirect subsidiaries, and , an individual (“Indemnitee”).
ContractRegistration Rights Agreement • September 28th, 2021 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software • Delaware
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 28, 2021, by and among (i) Clearwater Analytics Holdings, Inc., a Delaware corporation (the “Corporation”), and (ii) the Persons set forth from time to time on the “Schedule of Holders” set forth on Annex A attached hereto (each a “Holder” and collectively, the “Holders”), including the Persons identified thereon as (A) Institutional Holders (each, a “Institutional Holder” and collectively, the “Institutional Holders”), (B) Parent Investors (each, a “Parent Investor” and collectively, the “Parent Investors”), (C) Galibier Purchaser LLC (the “Permira Investor”), (D) WP CA Holdco, L.P. (the “Warburg Investor”), and (E) Security Holders (each, a “Security Holder” and collectively, the “Security Holders”). Unless otherwise provided in this Agreement, capitalized terms shall have the meanings set forth in Section 11.
TRA BONUS AGREEMENTTra Bonus Agreement • September 28th, 2021 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software • Delaware
THIS TRA BONUS AGREEMENT (this “Agreement”) is dated as of [DATE], 2021, and is between Clearwater Analytics Holdings, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Executive”). Capitalized terms not defined herein shall have the meaning set forth in that certain Tax Receivable Agreement, dated as of [DATE], 2021, by and between the Company, each of the undersigned parties thereto, and each of the other persons from time to time that becomes a party thereto (the “TRA”).
STOCKHOLDERS AGREEMENTStockholders Agreement • September 28th, 2021 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of September 28, 2021, by and among Clearwater Analytics Holdings, Inc., a Delaware corporation (the “Company”), WCAS XII Carbon Analytics Acquisition, L.P., WCAS XIII Carbon Analytics Acquisition, L.P., Welsh, Carson, Anderson & Stowe XII, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Cayman, L.P., WCAS XII Carbon Investors, L.P., WCAS XIII Carbon Investors, L.P. and WCAS GP CW LLC (collectively, “Welsh Carson”), WP CA Holdco, L.P., a Delaware limited partnership (“Warburg Pincus”), and Galibier Purchaser LLC, a Delaware limited partnership (“Permira” and, together with Welsh Carson and Warburg Pincus, the “Principal Equity Owners”).
CWAN HOLDINGS, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of September 28, 2021Limited Liability Company Agreement • September 28th, 2021 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of September 28, 2021 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Company (f/k/a Carbon Analytics Holdings, LLC), Clearwater Analytics Holdings, Inc., a Delaware corporation (the “Public Offering Entity”), as the managing member of the Company, and each of the Unitholders (as defined herein).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 30th, 2021 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 27, 2018, by and among Clearwater Analytics, LLC (the “Borrower”), Carbon Analytics Acquisition LLC (“Holdings”), Ares Capital Corporation, as Administrative Agent, Lender and Issuing Lender and the Lenders party hereto.
Clearwater Analytics, LLCLetter Agreement • March 3rd, 2023 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software
This letter agreement (this “Agreement”) sets forth the terms and conditions governing your service relationship with Clearwater Analytics, LLC, a Delaware limited liability company (the “Company”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 30th, 2021 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 23, 2016 and effective as of September 1, 2016 (the “Effective Date”), by and among Clearwater Analytics, LLC (the “Borrower”), Carbon Analytics Acquisition LLC (“Holdings”), Ares Capital Corporation, as Administrative Agent, Lender and Issuing Lender and the Lenders party hereto.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED WAIVER AND THIRD...Credit Agreement • September 9th, 2021 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software • New York
THIS WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July 3, 2019, by and among Clearwater Analytics, LLC (the “Borrower”), Carbon Analytics Acquisition LLC (“Holdings”), the other Guarantors party hereto, Ares Capital Corporation, as Administrative Agent, Lender and Issuing Lender and the Lenders party hereto.
Clearwater Analytics Holdings, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • September 14th, 2021 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software • New York
Clearwater Analytics Holdings, Inc., 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 (the “Firm Shares”) of Class A Common Stock, par value $0.001 per share (“Stock”), of the Company and, at the election of the Underwriters, up to [•] additional shares of Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
WAIVER, CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 30th, 2021 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software • New York
THIS WAIVER, CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 3, 2019, by and among Clearwater Analytics, LLC (the “Borrower”), Carbon Analytics Acquisition LLC (“Holdings”), the other Guarantors party hereto, Ares Capital Corporation, as Administrative Agent, Lender and Issuing Lender and the Lenders party hereto.
Clearwater Analytics Holdings, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • June 12th, 2024 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software
Certain stockholders named in Schedule II hereto (the “Selling Stockholders”) of Clearwater Analytics Holdings, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 12,000,000 shares (the “Shares”) of Class A Common Stock, par value $0.001 per share (“Stock”), of the Company. If only the Representative is listed on Schedule I hereto, any references to “Underwriters” in this Agreement shall instead mean the Representative and related plural terms shall instead be read in the singular.
Clearwater Analytics Holdings, Inc. Class A Common Stock Underwriting AgreementClearwater Analytics Holdings, Inc. • November 13th, 2024 • Services-prepackaged software
Certain stockholders named in Schedule II hereto (the “Selling Stockholders”) of Clearwater Analytics Holdings, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 25,000,000 shares (the “Shares”) of Class A Common Stock, par value $0.001 per share (“Stock”), of the Company. If only the Representative is listed on Schedule I hereto, any references to “Underwriters” in this Agreement shall instead mean the Representative and related plural terms shall instead be read in the singular.
Clearwater Analytics Holdings, Inc.Services Agreement • August 5th, 2022 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software
This letter agreement (this “Agreement”) sets forth the terms and conditions governing your service relationship with Clearwater Analytics Holdings, Inc., a Delaware corporation (the “Company”). The arrangements set forth herein shall be effective as of June 2, 2022 (the “Effective Date”).
AMENDMENT NO. 1 TO THE TAX RECEIVABLE AGREEMENTThe Tax Receivable Agreement • November 6th, 2024 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software • Delaware
This Amendment No. 4 to the Tax Receivable Agreement (this “Amendment”) is dated as of November 4, 2024, by and among Clearwater Analytics Holdings, Inc., a Delaware corporation (the “Company”), and each of the undersigned parties hereto (each, excluding CWAN Holdings, LLC (“OpCo”), a “TRA Amendment Party” and together, the “TRA Amendment Parties”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to such terms in the TRA (as defined below).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. Employment AgreementEmployment Agreement • August 30th, 2021 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software • Idaho
This Employment Agreement (the “Agreement”) is made and entered into as effective as of July 16, 2018, by and between Sandeep Sahai (the “Executive”) and Clearwater Analytics, LLC, a Delaware limited liability company (the “Company”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 30th, 2021 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software • New York
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of October 19, 2020, by and among Clearwater Analytics, LLC (the “Borrower”), Carbon Analytics Acquisition LLC (“Holdings”), the other Guarantors party hereto, Ares Capital Corporation, as Administrative Agent, Lender and Issuing Lender and the Lenders party hereto.
