TAX RECEIVABLE AGREEMENT among CLEARWATER ANALYTICS HOLDINGS, INC. and THE PERSONS NAMED HEREIN Dated as of [__________, 2021]Tax Receivable Agreement • September 14th, 2021 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [_________, 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”).
TRA BONUS AGREEMENTTra Bonus Agreement • September 14th, 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”).
CWAN HOLDINGS, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of __________ __, 2021Limited Liability Company Agreement • September 14th, 2021 • Clearwater Analytics Holdings, Inc. • Services-prepackaged software • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of __________ __, 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).
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”.
