Gloo Holdings, Inc. Sample Contracts
October 29, 2025 Matthew Gotschall c/o Gloo Holdings, Inc. Boulder, Colorado 80302 Re: Confirmatory Employment Letter Dear Matthew:Confirmatory Employment Letter • October 30th, 2025 • Gloo Holdings, Inc. • Services-computer processing & data preparation • Colorado
This letter agreement (the “Agreement”) is entered into between Matthew Gotschall (“you”) and Gloo Holdings, Inc. (“Parent”) and Gloo Holdings, LLC (the “Company” or “we” and together with Parent, “Gloo”). This Agreement is effective as of the date you sign it, as indicated below. The purpose of this Agreement is to confirm the current terms and conditions of your employment.
Gloo Holdings, LLC Amended and Restated Note Purchase AgreementNote Purchase Agreement • October 17th, 2025 • Gloo Holdings, Inc. • Services-computer processing & data preparation • Colorado
This Amended and Restated Note Purchase Agreement (the “Agreement”) is made as of June 23, 2025 (the “Effective Date”) by and among Gloo Holdings, LLC, a Delaware limited liability company (the “Company”), and the purchasers listed on the Schedule of Purchasers attached hereto as Exhibit A (each individually, a “Purchaser” and collectively, the “Purchasers”).
OMNIBUS AMENDMENT TO AMENDED AND RESTATED Note PURCHASE AGREEMENT and Secured Promissory notesNote Purchase Agreement • October 30th, 2025 • Gloo Holdings, Inc. • Services-computer processing & data preparation • Colorado
This Omnibus Amendment to Amended and Restated Note Purchase Agreement, as Amended, and Secured Promissory Notes (this “Amendment”) is made and entered into effective as of October 23, 2025, by and among Gloo Holdings, LLC, a Delaware limited liability company (the “Company”), and the Purchasers.
•] SHARES of CLASS A Common Stock GLOO HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 6th, 2026 • Gloo Holdings, Inc. • Services-computer processing & data preparation • New York
The undersigned Gloo Holdings, Inc., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Citizens JMP Securities, LLC and Roth Capital Partners, LLC are acting as representatives to the several Underwriters (the “Representatives”) on the terms and conditions set forth herein.
FIRST AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 17th, 2025 • Gloo Holdings, Inc. • Services-computer processing & data preparation
This First Amendment to Amended and Restated Note Purchase Agreement (this “Amendment”) is made and entered into as of September 5, 2025, by and among Gloo Holdings, LLC, a Delaware limited liability company (the “Company”), and the undersigned Purchasers.
ContractWarrant Agreement • October 30th, 2025 • Gloo Holdings, Inc. • Services-computer processing & data preparation • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 6.2 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
●] SHARES of CLASS A Common Stock GLOO HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2025 • Gloo Holdings, Inc. • Services-computer processing & data preparation • New York
The undersigned Gloo Holdings, Inc., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Roth Capital Partners, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
Securities Purchase Agreement among Gloo Holdings, LLC Flourish Holdings, Inc. Midwestern Interactive, LLC and Matthew S. Johnson Dated as of January 3, 2025Securities Purchase Agreement • October 17th, 2025 • Gloo Holdings, Inc. • Services-computer processing & data preparation • Delaware
This Securities Purchase Agreement (this “Agreement”), dated as of January 3, 2025 (the “Effective Date”), is among Gloo Holdings, LLC, a Delaware limited liability Company (“Purchaser”), Midwestern Interactive, LLC, a Missouri limited liability company (the “Company”), Flourish Holdings, Inc., a Missouri corporation (“NewCo”) and sole equity owner of the Company, and Matthew S. Johnson, an individual residing in the State of Missouri (“Johnson” and together with NewCo, the “Sellers” and each individually, a “Seller”). Purchaser, the Sellers, and the Company are referred to in this Agreement collectively as the “Parties” and each individually as a “Party.”
GLOO HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 17th, 2025 • Gloo Holdings, Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Gloo Holdings, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
SECOND AMENDMENT TO AMENDED AND RESTATED SECURED PROMISSORY NOTESecured Promissory Note • September 10th, 2026 • Gloo Holdings, Inc. • Services-computer processing & data preparation
This SECOND AMENDMENT TO AMENDED AND RESTATED SECURED PROMISSORY NOTE (this “Amendment”), dated as of September 7, 2026, amends that certain Amended and Restated Secured Promissory Note, dated as of July 22, 2024, as amended, restated, supplemented and otherwise modified from time to time up to the date hereof (the “Note”), by and among GLOO HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and FMAB PARTNERS, LP (the “Holder”).