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).
WHEREAS, as of the date hereof, the Principal Equity Owners collectively hold a majority of the outstanding capital stock of the Company;
WHEREAS, in connection with, and effective upon, the date of completion of the initial public offering of the Company (the Effective Date), the Company and the Principal Equity Owners wish to set forth certain understandings between such parties, including with respect to certain governance matters.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Principal Equity Owners agree as follows:
1. Defined Terms. In addition to the terms defined elsewhere herein, the following terms have the following meaning when used herein with initial capital letters:
Affiliate of any Person shall mean any other Person controlled by, controlling or under common control with such first Person; where control (including, with its correlative meanings, controlling, controlled by and under common control with) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise).
Beneficially Own shall mean that a specified person has or shares the right, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to vote shares of capital stock of the Company; provided that, for purposes of calculating the Beneficial Ownership of the Company held by any of the Principal Equity Owners under this Agreement or any other agreement among the Company and any Principal Equity Owner, no Principal Equity Owner shall be deemed to Beneficially Own any securities of the Company held by any other Principal Equity Owner solely by virtue of the provisions of this Agreement (other than this definition which shall be deemed to be read for this purpose without the proviso hereto) or such other agreement.
Board means the board of directors of the Company.