Duck Creek Technologies, Inc. [•] Shares of Common Stock Underwriting AgreementDuck Creek Technologies, Inc. • January 26th, 2021 • Services-prepackaged software • New York
Duck Creek Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [80,000] shares of common stock (the “Primary Shares”), par value $0.01 per share (“Common Stock”), and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”), including Disco (Guernsey) Holdings L.P. Inc. (the “Apax Selling Stockholder”) and Accenture LLP (“Accenture”), propose to sell to the underwriters, an aggregate of [•] shares of Common Stock of the Company (the “Secondary Shares” and, together with the Primary Shares, the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the C
Duck Creek Technologies, Inc. [•] Shares of Common Stock Underwriting AgreementDuck Creek Technologies, Inc. • November 9th, 2020 • Services-prepackaged software • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”)[, including Disco (Guernsey) Holdings L.P. Inc. (the “Apax Selling Stockholder”) and Accenture LLP (“Accenture”),] of Duck Creek Technologies, Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.01 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
CREDIT AGREEMENT Dated as of October 4, 2016 Among DISCO TOPCO HOLDINGS (CAYMAN), L.P., as Holdings, DUCK CREEK TECHNOLOGIES LLC, as the Borrower, BANK OF AMERICA, N.A. as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender,...Credit Agreement • July 23rd, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • New York
This CREDIT AGREEMENT is entered into as of October 4, 2016, among DUCK CREEK TECHNOLOGIES LLC, a Delaware limited liability company (the “Borrower”), DISCO TOPCO HOLDINGS (CAYMAN), L.P., a Cayman Islands exempted limited partnership acting through its general partner, Disco (Cayman) GP Co. (“Holdings”), BANK OF AMERICA, N.A. (“BofA”), as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”; each as hereafter further defined).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • January 9th, 2023 • Duck Creek Technologies, Inc. • Services-prepackaged software • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of October 22, 2021, among DUCK CREEK TECHNOLOGIES LLC, a Delaware limited liability company (the “Borrower”), DISCO TOP-CO HOLDINGS (CAYMAN), L.P., a Cayman Islands exempted limited partnership acting through its general partner, Disco (Cayman) GP Co. (“Holdings”), BANK OF AMERICA, N.A. (“BofA”), as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”; each as hereafter further defined).
EMPLOYMENT AGREEMENTEmployment Agreement • January 9th, 2023 • Duck Creek Technologies, Inc. • Services-prepackaged software • Massachusetts
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on this September 1, 2021 (the “Effective Date”) by and between Duck Creek Technologies LLC (the “Company”) and Nageswaran Vaidyanathan (the “Employee”).
AGREEMENT AND PLAN OF MERGER by and among DISCO PARENT, LLC, DISCO MERGER SUB, INC. and DUCK CREEK TECHNOLOGIES, INC. Dated as of January 8, 2023Agreement and Plan of Merger • January 10th, 2023 • Duck Creek Technologies, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 8, 2023, by and among Disco Parent, LLC, a Delaware limited liability company (“Parent”), Disco Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buyer Parties”), and Duck Creek Technologies, Inc., a Delaware corporation (the “Company”). Each of the Company, Parent and Merger Sub is sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
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).
DUCK CREEK TECHNOLOGIES, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 23rd, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • Delaware
This Restricted Stock Award Agreement (this “Restricted Stock Award Agreement”), dated as of [_________________] (the “Date of Grant”), is made by and between Duck Creek Technologies, Inc., a Delaware corporation (the “Company”), and _________________] (the “Participant”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Duck Creek Technologies, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
DUCK CREEK TECHNOLOGIES, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • July 23rd, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • Delaware
This Non-Qualified Stock Option Award Agreement (this “Option Award Agreement”), dated as of [_________________] (the “Date of Grant”), is made by and between Duck Creek Technologies, Inc., a Delaware corporation (the “Company”), and [_________________] (the “Participant”). Any capitalized terms used but not defined herein shall have the meaning ascribed to them in the Duck Creek Technologies, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
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
DUCK CREEK TECHNOLOGIES, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • July 23rd, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • Delaware
This Non-Qualified Stock Option Award Agreement (this “Option Award Agreement”), dated as of [_________________] (the “Date of Grant”), is made by and between Duck Creek Technologies, Inc., a Delaware corporation (the “Company”), and [_________________] (the “Participant”). Any capitalized terms used but not defined herein shall have the meaning ascribed to them in the Duck Creek Technologies, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 23rd, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [•], between Duck Creek Technologies, Inc., a Delaware corporation (the “Company”), and [NAME OF INDEMNITEE] (“Indemnitee”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • July 23rd, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • New York
This AMENDMENT AGREEMENT (this “Amendment No. 1”), dated as of November 21, 2017, made by and among DUCK CREEK TECHNOLOGIES LLC, a Delaware limited liability company (the “Borrower”), DISCO TOPCO HOLDINGS (CAYMAN), L.P., a Cayman Islands exempted limited partnership acting through its general partner, Disco (Cayman) GP Co. (“Holdings”), BANK OF AMERICA, N.A. (“BofA”), as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, and each lender party hereto amends the Credit Agreement, dated as of October 4, 2016, (as amended, restated, supplemented, amended and restated or otherwise modified from time to time, the “Existing Credit Agreement”) among Holdings, the Borrower, BofA as Administrative Agent and Collateral Agent and each Lender from time to time party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement.
EMPLOYMENT AGREEMENTIncentive Unit Award Agreement • July 23rd, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into on this 1st day of August, 2016 by and between Duck Creek Technologies, LLC (the “Company”) and Michael A. Jackowski (the “Employee”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • July 23rd, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • New York
This AMENDMENT AGREEMENT (this “Amendment No. 2”), dated as of October 2, 2019, made by and among DUCK CREEK TECHNOLOGIES LLC, a Delaware limited liability company (the “Borrower”), DISCO TOPCO HOLDINGS (CAYMAN), L.P., a Cayman Islands exempted limited partnership acting through its general partner, Disco (Cayman) GP Co. (“Holdings”), BANK OF AMERICA, N.A. (“BofA”), as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, and each lender party hereto amends the Credit Agreement, dated as of October 4, 2016, as amended by that certain Amendment No. 1 to Credit Agreement dated as of November 21, 2017 (and as further amended, restated, supplemented, amended and restated or otherwise modified from time to time, the “Existing Credit Agreement”) among Holdings, the Borrower, BofA as Administrative Agent and Collateral Agent and each Lender from time to time party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the E
Amended and Restated Restrictive Covenants Side Letter August 17, 2020Duck Creek Technologies, Inc. • August 7th, 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 (the “A&R LP Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribe
AMENDMENT AND RESTATEMENT AGREEMENTCredit Agreement • January 13th, 2022 • Duck Creek Technologies, Inc. • Services-prepackaged software • New York
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2022 • Duck Creek Technologies, Inc. • Services-prepackaged software • Illinois
THIS AMENDMENT (this “Amendment”) is made and entered into as of March 31, 2022, by and between Duck Creek Technologies LLC, a subsidiary of the Duck Creek Technologies, Inc. (together, the “Company”), and Eugene Van Biert, Jr. (the “Executive”).
Agreement and General Release of ClaimsDuck Creek Technologies, Inc. • September 2nd, 2022 • Services-prepackaged software • Massachusetts
Duck Creek Technologies LLC, its parent and any of their respective subsidiaries, affiliates and partnerships (collectively, the “Company”) and Eva Harris, Harris’ heirs, executors, administrators, successors, and assigns (collectively referred to as (“Employee”), agree to the terms of this Agreement and General Release of Claims (“Release Agreement”) as follows:
DUCK CREEK TECHNOLOGIES, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 23rd, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • Delaware
This Restricted Stock Award Agreement (this “Restricted Stock Award Agreement”), dated as of [_________________] (the “Date of Grant”), is made by and between Duck Creek Technologies, Inc., a Delaware corporation (the “Company”), and [_________________] (the “Participant”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Duck Creek Technologies, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
DUCK CREEK TECHNOLOGIES, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 7th, 2020 • Duck Creek Technologies, Inc. • Services-prepackaged software • Delaware
This Restricted Stock Award Agreement (this “Restricted Stock Award Agreement”), dated as of (the “Date of Grant”), is made by and between Duck Creek Technologies, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Duck Creek Technologies, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
DUCK CREEK TECHNOLOGIES, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • January 9th, 2023 • Duck Creek Technologies, Inc. • Services-prepackaged software • Delaware
This Restricted Stock Award Agreement (this “Restricted Stock Award Agreement”), dated as of __________________, 20___ (the “Date of Grant”), is made by and between Duck Creek Technologies, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Duck Creek Technologies, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
