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”).
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).
