SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT By and Among DUCK CREEK TECHNOLOGIES, INC., DISCO (GUERNSEY) HOLDINGS L.P. INC., ACCENTURE LLP, ACCENTURE HOLDINGS B.V., CLASS E INVESTORS, AND THE PERSONS WHOSE NAMES APPEAR IN SCHEDULE A...Registration Rights Agreement • August 20th, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • Delaware
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of August 18, 2020, by and among, Duck Creek Technologies, Inc., a Delaware corporation (the “Company”), Disco (Guernsey) Holdings L.P. Inc., a Guernsey limited partnership (the “Apax Investor”), Accenture Holdings BV, a private limited liability company organized under the Laws of the Netherlands, and Accenture LLP, an Illinois limited partnership (collectively, the “Accenture Investors”), the investors identified on Schedule A hereto as the Class E Investors (collectively, the “Class E Investors”) and the individuals identified on Schedule A hereto as Management Holders (collectively, the “Management Holders” and together with the Apax Investor, the Accenture Investors and the Class E Investors, the “Contributing Investors”);
DUCK CREEK TECHNOLOGIES, INC. STOCKHOLDERS AGREEMENT Dated August 14, 2020Stockholders Agreement • August 20th, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”) dated as of August 14, 2020 among (i) Duck Creek Technologies, Inc., a Delaware corporation (the “Company”), (ii) Accenture LLP, an Illinois limited liability partnership (“Accenture LLP”), (iii) Accenture Holdings BV, a Dutch private company with limited liability (“Accenture BV”, and together with Accenture LLP, the “Accenture Investors”), and (iv) Disco (Guernsey) Holdings L.P. Inc., a Guernsey limited partnership (the “Apax Investor”, and together with the Accenture Investors, the “Investor Parties”). As used in this Agreement, the terms “Accenture Investors” and “Apax Investor” shall each also mean and include any of its Affiliates that hold Common Stock (as defined in Section 1).
Amended and Restated Restrictive Covenants Side Letter August 18, 2020Duck Creek Technologies, Inc. • August 20th, 2020 • Services-prepackaged software
Reference is hereby made to that certain Restrictive Covenants Side Letter (the “Original Side Letter”), dated August 1, 2016, by and among Disco (Cayman) Acquisition Co. (the “Acquiror”), Disco Topco Holdings (Cayman), L.P. (the “Partnership”), Apax Partners, L.P., Accenture Holdings plc, Accenture International SARL (“Accenture International”) and Accenture LLP (“Accenture LLP”). The signatories hereto entered into the Original Side Letter in connection with the consummation of the transactions contemplated by the Transaction Agreement, by and among the Partnership, Accenture LLP, Accenture International and the Acquiror, dated as of April 14, 2016 (the “Transaction Agreement”). Reference is also made to the Fifth Amended and Restated Limited Partnership Agreement of the Partnership, by and among Disco (Cayman) GP Co. and the limited partners party thereto, dated as of June 5, 2020, as amended (the “A&R LP Agreement”). Capitalized terms used but not defined herein shall have the mean
