THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement) is dated as of [●], 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);
WHEREAS, Disco Topco Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (Holdings), the Apax Investor, the Accenture Investors, the Class E Investors and the Management Holders are party to that certain Amended and Restated Registration Rights Agreement, dated as of November 13, 2019 (as supplemented and amended to date, the Existing RRA);
WHEREAS, in connection with the initial public offering (the Initial Public Offering) of the Companys common stock, par value $0.01 per share (Common Shares), the Company desires to consummate the transactions described in the Registration Statement on Form S-1 (Registration No. 333-240050), including assuming the obligations of Holdings hereunder; and
WHEREAS, the Company, Holdings, the Apax Investor, the Accenture Investors, the Class E Investors and the Management Holders desire to amend and restate the Existing RRA in its entirety and enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties mutually agree as follows:
DEFINITIONS; RULES OF CONSTRUCTION
SECTION 1.01. Definitions. The following terms, as used herein, have the following meanings:
1933 Act means the Securities Act of 1933, as amended.
1934 Act means the Securities Exchange Act of 1934, as amended.
Advice has the meaning set forth in Section 2.05.
Affiliate when used with reference to another Person means any Person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such other Person. For the avoidance of doubt, solely with respect to the KAR Investors, each of Virtus Variable Insurance Trust and Virtus Equity Trust are operated as series investment fund trusts, and any series investment funds of either Virtus Variable Insurance Trust or Virtus Equity Trust shall be deemed Affiliates of the KAR Investors for all purposes of this Agreement.