Clearwater Analytics Holdings, Inc. Merger Agreement

Clearwater Analytics Holdings, Inc. has entered into a Merger Agreement with GT Silver BidCo, Inc. and GT Silver Merger Sub, Inc. The agreement outlines the terms of a merger where Merger Sub will merge with and into Clearwater Analytics, with Clearwater Analytics surviving as a wholly owned subsidiary of Parent. The merger is contingent upon stockholder approval, regulatory approvals, and other customary closing conditions. Each share of Clearwater Analytics Class A common stock will be converted into $24.55 in cash. The agreement includes provisions for the treatment of equity-based awards, customary representations and warranties, and pre-closing covenants. It also details a "go-shop" period allowing Clearwater Analytics to solicit alternative acquisition proposals, followed by "no-shop" restrictions. Termination fees are specified for both parties under certain circumstances. Financing for the transaction will be provided through equity commitments from various investment firms and debt financing commitments from lenders. Upon completion, Clearwater Analytics Class A common stock will be delisted from the New York Stock Exchange.