Form 8-K

8-K — Clearwater Analytics Holdings, Inc.

Accession: 0001193125-26-282050

Filed: 2026-06-25

Period: 2026-06-25

CIK: 0001866368

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d21570d8k.htm (Primary)

EX-3.1 (d21570dex31.htm)

EX-3.2 (d21570dex32.htm)

EX-99.1 (d21570dex991.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d21570d8k.htm · Sequence: 1

8-K

false 0001866368 --12-31 0001866368 2026-06-25 2026-06-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 25, 2026

Clearwater Analytics Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-40838

87-1043711

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

777 W. Main Street

Suite 900

Boise, Idaho

83702

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 208 433-1200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A common stock, par value $0.001 per share

CWAN

New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note.

As previously disclosed, on December 20, 2025, Clearwater Analytics Holdings, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GT Silver BidCo, Inc., a Delaware corporation (“Parent”), and GT Silver Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), which provides for the merger of Merger Sub with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”).

On June 25, 2026 (the “Closing Date”), on the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the Delaware General Corporation Law (the “DGCL”), the Merger was consummated. At the effective time of the Merger (the “Effective Time”), the separate corporate existence of Merger Sub ceased, and the Company survived the Merger as a wholly owned subsidiary of Parent.

Item 1.01

Entry into a Material Definitive Agreement.

Credit Agreement

Substantially concurrently with the closing of the Merger, Parent, as a guarantor, Merger Sub, as the initial borrower, and the Company, as a borrower, entered into that certain Credit Agreement (the “Credit Agreement”) by and among Goldman Sachs Private Credit Corp., as administrative agent, the lenders and issuing banks from time to time party thereto, which provides for (i) a senior secured term loan facility in an aggregate principal amount of $2,700,000,000, (ii) a senior secured delayed draw term loan facility in an aggregate principal amount of $500,000,000 and (iii) a senior secured revolving credit facility in an aggregate principal amount of $325,000,000. The obligations under the Credit Agreement are guaranteed by Parent and certain other wholly owned domestic subsidiaries of the Company and are secured on a first-priority basis by substantially all assets of the borrower and the guarantors (subject to certain exclusions and exceptions). The Credit Agreement includes representations and warranties, covenants, events of default and other provisions that are customary for facilities of this type.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 1.02

Termination of a Material Definitive Agreement.

On June 25, 2026, in connection with the Merger, all outstanding indebtedness under that certain Credit Agreement, dated as of April 21, 2025, by and among, CWAN Acquisition, LLC, a Delaware limited liability company, Clearwater Analytics, LLC, a Delaware limited liability company, the lenders and the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended, restated, supplemented or otherwise modified prior to the closing of the Merger, the “Existing Credit Agreement”), was repaid in full and all commitments thereunder were terminated. Additionally, the guarantees and liens securing the indebtedness under the Existing Credit Agreement were discharged and released.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

Item 2.01

Completion of Acquisition or Disposition of Assets.

As described above, at the Effective Time, on the terms and subject to the conditions set forth in the Merger Agreement, (i) Parent completed its previously announced acquisition of the Company, (ii) the Company became a wholly owned subsidiary of Parent and (iii) each share of Class A common stock, par value $0.001 per share, of the Company (the “Company Class A Common Stock”) issued and outstanding immediately prior to the Effective Time, including each share of Company Class A Common Stock resulting from the OpCo Units Exchange (as defined below) (other than shares of Company Class A Common Stock (a) owned by Parent or Merger Sub, (b) owned by the Company as treasury shares or (c) held by any person who properly exercised appraisal rights under the DGCL), was converted into the right to receive an amount in cash equal to $24.55 per share, without interest (the “Merger Consideration”).

Immediately prior to the Effective Time, on the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the limited liability agreement of CWAN Holdings, LLC, a Delaware limited liability company (“OpCo”), and the Company’s certificate of incorporation, the Company required each holder of Class A Common Units of OpCo (the “OpCo Units”) to exchange all of such holder’s OpCo Units and shares of Class B common stock, par value $0.001 per share, of the Company (the “Company Class B Common Stock”) for shares of Company Class A Common Stock (the “OpCo Units Exchange”). Immediately upon consummation of the OpCo Units Exchange, each share of Company Class B Common Stock was automatically canceled, such that no shares of Company Class B Common Stock remained outstanding as of immediately prior to the Effective Time.

In addition, on the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time and except as set forth below, each outstanding award with respect to Company Class A Common Stock was canceled in exchange for a cash award equal to the Merger Consideration multiplied by the number of shares of Company Class A Common Stock subject to the award (determined assuming the achievement of any performance-vesting conditions at the maximum level), less the aggregate exercise price in the case of awards that were an option to purchase shares of Company Class A Common Stock (“Options”).

In the case of restricted stock units with respect to Company Class A Common Stock (“RSUs”) that were held by a non-employee member of the board of directors of the Company (the “Board”) and all other RSUs that were vested as of the Effective Time, the resulting cash award was fully vested and became payable at the Effective Time. In the case of all other RSUs, the resulting cash award remains subject to all time-vesting terms and conditions that applied to the underlying award as of the Effective Time.

The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2025, the terms of which are incorporated herein by reference.

The information in the Introductory Note, Item 1.01 and Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 2.04

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.04.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) on June 25, 2026 that the Merger had been completed and requested that the trading of the Company Class A Common Stock be suspended and listing of the Company Class A Common Stock on the NYSE be removed. The Company has requested that the NYSE file a Form 25 with the Securities and Exchange Commission (“SEC”) to report that the Company Class A Common Stock was no longer listed on the NYSE and deregister the Company Class A Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). After the Form 25 becomes effective, the Company intends to file with the SEC a Certification and Notification of Termination on Form 15 requesting the termination of registration of Company Class A Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to Company Class A Common Stock.

The information in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03

Material Modification to Rights of Security Holders.

The information in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of Registrant.

As a result of the consummation of the Merger, a change of control of the Company occurred and the Company became a wholly owned subsidiary of Parent. The total amount of cash consideration payable to the Company’s equityholders at closing in connection with the Merger and pursuant to the Merger Agreement was approximately $7.4 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from approximately $5.7 billion in the form of equity investments by funds affiliated with, among others, Permira Advisers LLC (an affiliate of Parent and Merger Sub), Warburg Pincus LLC, Francisco Partners Management, L.P. and Temasek Holdings (Private) Limited (collectively, the “Consortium”) and approximately $2.7 billion in the form of debt financing from certain financial institutions.

The information in the Introductory Note and in Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Arrangements of Certain Officers.

Effective upon the consummation of the Merger, each of Dr. Mukesh Aghi, Jacques Aigrain, Cary Davis, Christopher Hooper, Lisa Jones, Eric Lee, D. Scott Mackesy, Bas NieuweWeme and Andrew Young resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company, and the directors of Merger Sub immediately prior to the Effective Time, Peter Flynn and Thomas Lafrance, were appointed as directors of the Company. Immediately thereafter, Parent, as the sole stockholder of the Company, removed all of the directors of the Company (other than Sandeep Sahai) and elected Jim Cox to serve as a director of the Company.

In addition, at the Effective Time, the Company terminated the Company’s 2021 Omnibus Incentive Plan, the Enfusion, Inc. 2021 Stock Option and Incentive Plan and the Company’s 2021 Employee Stock Purchase Plan.

The information in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

In connection with the consummation of the Merger, effective on the Closing Date, the certificate of incorporation and bylaws of the Company were each amended and restated in their entirety. A copy of the Second Amended and Restated Certificate of Incorporation of Clearwater Analytics Holdings, Inc. as of June 25, 2026 and the Second Amended and Restated Bylaws of Clearwater Analytics Holdings, Inc. as of June 25, 2026 are filed herewith as Exhibit 3.1 and 3.2, respectively, and are incorporated herein by reference.

The information in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 7.01

Regulation FD Disclosure.

On June 25, 2026, the Company and the Consortium issued a joint press release announcing the consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01 and in Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description of Exhibit

2.1*

Agreement and Plan of Merger, dated as of December 20, 2025, by and among GT Silver BidCo, Inc., GT Silver Merger Sub, Inc. and Clearwater Analytics Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Clearwater Analytics Holdings, Inc. on December 22, 2025)

3.1

Second Amended and Restated Certificate of Incorporation of Clearwater Analytics Holdings, Inc., dated June 25, 2026

3.2

Second Amended and Restated Bylaws of Clearwater Analytics Holdings, Inc., dated June 25, 2026

99.1

Joint Press Release, dated June 25, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CLEARWATER ANALYTICS HOLDINGS, INC.

By:

/s/ Alphonse Valbrune

Name:

Alphonse Valbrune

Title:

Chief Legal Officer and Corporate Secretary

Date: June 25, 2026

EX-3.1

Filename: d21570dex31.htm · Sequence: 2

EX-3.1

Exhibit 3.1

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

CLEARWATER ANALYTICS

HOLDINGS, INC.

FIRST

The name of the corporation (the “Corporation”) is Clearwater Analytics Holdings, Inc.

SECOND

The registered

address of the Corporation in the State of Delaware 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD

The purpose of the

Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (“DGCL”) or any successor

statute.

FOURTH

The

total number of shares of all classes of stock that the Corporation shall have authority to issue is One Thousand (1,000) shares, all of which are Common Stock with a par value of $0.01.

FIFTH

In furtherance and

not in limitation of the powers conferred by statute, it is provided that:

The business and affairs of the Corporation shall be managed by or under the direction of the Board of

Directors.

The Board of Directors is expressly authorized to adopt, alter, amend or repeal the bylaws of the Corporation.

SIXTH

Election of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

SEVENTH

To the fullest

extent permitted by the DGCL as it now exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty owed to the Corporation

or its stockholders.

Neither the amendment nor repeal of this Article Seventh, nor the adoption of any provision of this Second Amended

and Restated Certificate of Incorporation, nor, to the fullest extent permitted by the DGCL, any modification of law shall eliminate, reduce or otherwise adversely affect any right or protection of a current or former director of the Corporation

existing at the time of such amendment, repeal, adoption or modification.

EIGHTH

Subject to such limitations as may be from time to time imposed by other provisions of this Certificate of Incorporation, by the bylaws of the

Corporation, by the DGCL or other applicable law, or by any contract or agreement to which the Corporation is or may become a party, the Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation,

in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this express reservation.

NINTH

Unless the

Corporation consents in writing to the selection of an alternative forum (an “Alternative Forum Consent”), the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative

action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a duty (including any fiduciary duty) owed by any current or former director, officer, stockholder, employee or agent of the Corporation

to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any current or former director, officer, stockholder, employee or agent of the Corporation arising out of or relating to

any provision of the General Corporation Law or this Certificate of Incorporation or the bylaws of the Corporation, or (iv) any action asserting a claim against the Corporation or any current or former director, officer, stockholder, employee

or agent of the Corporation governed by the internal affairs doctrine of the State of Delaware; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or

proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within

the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Unless the Corporation gives

an Alternative Forum Consent, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under

the Securities Act of 1933, as amended, or the rules and regulations thereunder. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive

relief and specific performance, to enforce the foregoing provisions. Any person or entity purchasing, otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the

provisions of this Article Tenth. The existence of any prior Alternative Forum Consent shall not act as a waiver of the Corporation’s ongoing consent right as set forth above in this Article Tenth with respect to any current or future

actions or claims.

EX-3.2

Filename: d21570dex32.htm · Sequence: 3

EX-3.2

Exhibit 3.2

Second Amended and Restated By-Laws

Clearwater

Analytics Holdings, Inc.

(a Delaware corporation)

Effective as of June 25, 2026

TABLE OF CONTENTS

Page

ARTICLE I. OFFICES

SECTION 1 NAME

SECTION 2 PRINCIPAL AND BUSINESS OFFICES

SECTION 3 REGISTERED AGENT AND OFFICE

SECTION 4 BOOKS AND RECORDS

ARTICLE II. STOCKHOLDERS

SECTION 1 ANNUAL MEETING

SECTION 2 SPECIAL MEETING

SECTION 3 PLACE OF STOCKHOLDER MEETINGS

SECTION 4 NOTICE OF MEETINGS

SECTION 5 QUORUM

SECTION 6 ADJOURNED MEETINGS

SECTION 7 FIXING OF RECORD DATE

SECTION 8 VOTING LIST

SECTION 9 VOTING

SECTION 10 PROXIES

SECTION 11 RATIFICATION OF ACTS OF DIRECTORS AND OFFICERS

SECTION 12 CONDUCT OF MEETINGS

SECTION 13 ACTION WITHOUT MEETING

ARTICLE III. DIRECTORS

SECTION 1 GENERAL POWERS

SECTION 2 NUMBER AND TENURE OF DIRECTORS

SECTION 3 ELECTION OF DIRECTORS

SECTION 4 CHAIRMAN OF THE BOARD; VICE CHAIRMAN OF THE BOARD

SECTION 5 QUORUM

SECTION 6 VOTING

SECTION 7 VACANCIES

SECTION 8 REMOVAL OF DIRECTORS

SECTION 9 RESIGNATION

SECTION 10 REGULAR MEETINGS

SECTION 11 SPECIAL MEETINGS

SECTION 12 NOTICE OF SPECIAL MEETINGS OF THE BOARD OF DIRECTORS

SECTION 13 WRITTEN ACTION BY DIRECTORS

SECTION 14 PARTICIPATION BY CONFERENCE TELEPHONE

SECTION 15 COMMITTEES

SECTION 16 COMPENSATION OF DIRECTORS

ARTICLE IV. OFFICERS

SECTION 1 GENERAL PROVISIONS

SECTION 2 ELECTION AND TERM OF OFFICE

SECTION 3 RESIGNATION AND REMOVAL OF OFFICERS

SECTION 4 VACANCIES

SECTION 5 THE CHIEF EXECUTIVE OFFICER

SECTION 6 THE PRESIDENT

SECTION 7 THE VICE PRESIDENT

SECTION 8 THE SECRETARY

SECTION 9 THE ASSISTANT SECRETARY

SECTION 10 THE TREASURER

SECTION 11 THE ASSISTANT TREASURER

SECTION 12 OTHER OFFICERS, ASSISTANT OFFICERS AND AGENTS

SECTION 13 ABSENCE OF OFFICERS, DELEGATION OF AUTHORITY

SECTION 14 COMPENSATION

ARTICLE V. CAPITAL STOCK

SECTION 1 ISSUANCE OF STOCK

SECTION 2 CERTIFICATES OF SHARES; UNCERTIFICATED SHARES

SECTION 3 SIGNATURES OF FORMER OFFICER, TRANSFER AGENT OR REGISTRAR

SECTION 4 TRANSFER OF SHARES

SECTION 5 LOST, DESTROYED OR STOLEN CERTIFICATES

SECTION 6 REGULATIONS

ARTICLE VI. INDEMNIFICATION

SECTION 1 RIGHT TO INDEMNIFICATION OF DIRECTORS AND OFFICERS

SECTION 2 PREPAYMENT OF EXPENSES OF DIRECTORS AND OFFICERS

SECTION 3 CLAIMS BY DIRECTORS AND OFFICERS

SECTION 4 INDEMNIFICATION OF EMPLOYEES AND AGENTS

SECTION 5 ADVANCEMENT OF EXPENSES OF EMPLOYEES AND AGENTS

SECTION 6 NON-EXCLUSIVITY OF RIGHTS

SECTION 7 OTHER INDEMNIFICATION

SECTION 8 INSURANCE

SECTION 9 AMENDMENT OR REPEAL

ARTICLE VII. DIVIDENDS

SECTION 1 DECLARATIONS OF DIVIDENDS

SECTION 2 SPECIAL PURPOSES RESERVES

ARTICLE VIII. NOTICE BY ELECTRONIC TRANSMISSION

SECTION 1 NOTICE BY ELECTRONIC TRANSMISSION

SECTION 2 DEFINITION OF ELECTRONIC TRANSMISSION

ARTICLE IX. GENERAL PROVISIONS

SECTION 1 FISCAL YEAR

SECTION 2 SEAL

SECTION 3 WRITTEN WAIVER OF NOTICE

SECTION 4 ATTENDANCE AS WAIVER OF NOTICE

SECTION 5 CONTRACTS

SECTION 6 TRANSACTIONS WITH INTERESTED PARTIES

SECTION 7 CHECKS, DRAFTS, ETC

SECTION 8 DEPOSITS

SECTION 9 ANNUAL STATEMENT

SECTION 10 VOTING OF SECURITIES

SECTION 11 EVIDENCE OF AUTHORITY

SECTION 12 CERTIFICATE OF INCORPORATION

SECTION 13 SEVERABILITY

SECTION 14 PRONOUNS

ARTICLE X. AMENDMENTS

SECTION 1 BY THE BOARD OF DIRECTORS

SECTION 2 BY THE STOCKHOLDERS

iii

ARTICLE I.

OFFICES

SECTION 1

NAME. The name of the corporation is Clearwater Analytics Holdings, Inc. (the “Corporation”).

SECTION 2 PRINCIPAL

AND BUSINESS OFFICES. The Corporation may have such principal and other business offices, either within or outside of the state of Delaware, as the Board of Directors may designate or as the Corporation’s business may require from time to

time.

SECTION 3 REGISTERED AGENT AND OFFICE. The Corporation’s registered agent may be changed from time to time by or under

the authority of the Board of Directors. The address of the Corporation’s registered agent may change from time to time by or under the authority of the Board of Directors, or the registered agent. The business office of the

Corporation’s registered agent shall be identical to the registered office. The Corporation’s registered office may be but need not be identical with the Corporation’s principal office in the state of Delaware. The

Corporation’s initial registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

SECTION 4

BOOKS AND RECORDS. Any books and records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be maintained on any information storage device or method; provided

that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

ARTICLE II.

STOCKHOLDERS

SECTION 1 ANNUAL MEETING. An annual meeting of the stockholders shall be held on such date as may be designated by the Board of

Directors, the Chairman of the Board, the Chief Executive Officer or the President. At each annual meeting, the stockholders shall elect directors to hold office for the term provided in Section 2 of Article III of

these By-laws and transact such other business as may properly be brought before the meeting.

SECTION 2 SPECIAL MEETING. A special meeting of the stockholders for any purpose or purposes may be called at any time only by the

President, the Board of Directors, the Chairman of the Board, the Chief Executive Officer or any other person designated by the Board of Directors. The Board of Directors may postpone or reschedule any previously scheduled special meeting of

stockholders. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

SECTION 3 PLACE OF STOCKHOLDER MEETINGS. The Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President

may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting. If no such place is designated by the Board of Directors, the place of meeting will be the principal

business office of the Corporation or the Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but will instead be held solely by means of remote communication as provided under Section 211

of the Delaware General Corporation Law (the “DGCL”).

SECTION 4 NOTICE OF MEETINGS. Except as otherwise provided by law or waived as herein

provided, whenever stockholders are required or permitted to take any action at a meeting, whether annual or special, written notice of the meeting shall be given stating the place, if any, date and hour of the meeting, the means of remote

communications, if any, by which stockholders may be deemed to be present in person and vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Such written notice shall be given not less

than 10 days nor more than 60 days before the date of the meeting to each stockholder entitled to vote at the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at the

stockholder’s address as it appears on the records of the Corporation. If electronically transmitted (in a manner consistent with Section 232 of the DGCL), then notice is deemed given when transmitted and directed to a facsimile number or

electronic mail address at which the stockholder has consented to receive notice. An affidavit of the secretary or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in

the absence of fraud, be prima facie evidence of the facts stated therein.

When a meeting is adjourned to reconvene at the same or

another place, if any, or by means of remote communications, if any, in accordance with Section 6 of Article II of these By-laws, notice need not be given of the adjourned

meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.

SECTION 5 QUORUM. Unless

otherwise provided by law, the Corporation’s Certificate of Incorporation or these By-laws, the holders of a majority in voting power of the shares of the capital stock of the Corporation issued and

outstanding and entitled to vote at the meeting, present in person, present by means of remote communication in a manner, if any, authorized by the Board of Directors in its sole discretion, or represented by proxy, shall constitute a quorum for the

transaction of business; provided, however, that where a separate vote by a class or classes or series of capital stock is required by law or the Certificate of Incorporation, the holders of a majority in voting power of the shares of

such class or classes or series of the capital stock of the Corporation issued and outstanding and entitled to vote on such matter, present in person, present by means of remote communication in a manner, if any, authorized by the Board of Directors

in its sole discretion, or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on such matter. If a quorum is present in person or represented by proxy at such meeting, such stockholders may continue to

transact business until adjournment, notwithstanding the withdrawal of such number of stockholders as may leave less than a quorum.

SECTION 6 ADJOURNED MEETINGS. Any meeting of stockholders may be adjourned from time to time to any other time and to any other place (or

by means of remote communications, if any) at which a meeting of stockholders may be held under these By-laws by the chairman of the meeting or by a majority of the stockholders present or represented at the

meeting and entitled to vote, although less than a quorum. It shall not be necessary to notify any stockholder of any adjournment of less than 30 days if the time and place, if any, of the adjourned meeting, and the means of remote communication, if

any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which adjournment is taken, unless after the adjournment a new record date is fixed for the

adjourned meeting. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

SECTION 7 FIXING OF RECORD DATE.

(a) The Board of Directors may fix in advance a date as a record date for the determination of the stockholders entitled to notice of or to

vote at any meeting of stockholders or any adjournment thereof. Such record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 days

nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business

on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote

at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) For the purpose of determining stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors

may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is established by the Board of Directors, and which date shall not be more than 10 days after the date on which the resolution

fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior

action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State

of Delaware, its principal office, or an officer or agent of the Corporation having custody of the book in which the proceedings of meetings of stockholders are recorded. Delivery to the Corporation’s registered office shall be by hand or by

certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders’ consent to

corporate action in writing without a meeting shall be the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) For the purpose of determining the stockholders entitled to receive payment of any dividend or other distribution or allotment of any

rights or the stockholders entitled to exercise any rights in respect to any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix the record date, which record date shall not precede

the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining the stockholders for any such purpose shall

be the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

SECTION 8 VOTING LIST. The officer who has charge of the stock ledger of the

Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of

shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least 10 days prior to the meeting, (i) by a reasonably accessible

electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the

event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to the stockholders of the Corporation. If the meeting is to be

held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote

communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the

notice of the meeting. Except as otherwise provided by law, such list shall be the only evidence as to the identity of stockholders entitled to examine the list of stockholders required by this Section 8 or to vote in

person or by proxy at any meeting of the stockholders. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list.

SECTION 9 VOTING. Unless otherwise provided by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each

share of capital stock held by each stockholder. When a quorum is present at any meeting, in all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting

and entitled to vote on the subject matter shall be the act of the stockholders, except when a different vote is required by law, the Certificate of Incorporation or these By-laws. When a quorum is present at

any meeting, directors shall be elected by plurality of the votes of the shares present in person or represented by a proxy at the meeting entitled to vote on the election of directors.

SECTION 10 PROXIES. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action

in writing without a meeting (including by means of remote communications, if any, by which stockholders may be deemed to be present in person and vote at such meeting) may authorize another person or persons to act for him by proxy (executed or

transmitted in a manner permitted by the DGCL), but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is

irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may remain irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself

or an interest in the Corporation generally.

SECTION 11 RATIFICATION OF ACTS OF DIRECTORS AND OFFICERS. Except as otherwise provided

by law or by the Certificate of Incorporation of the Corporation, any transaction or contract or act of the Corporation or of the directors or the officers of the Corporation may be ratified by the affirmative vote of the holders of the number of

shares which would have been necessary to approve such transaction, contract or act at a meeting of stockholders, or by the written consent of stockholders in lieu of a meeting.

SECTION 12 CONDUCT OF MEETINGS.

(a) Chairman of Meeting. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the

Chairman’s absence by the Vice Chairman of the Board, if any, or in the Vice Chairman’s absence by the Chief Executive Officer, or in the Chief Executive Officer’s absence, by the President, or in the President’s absence by a

Vice President, or in the absence of all of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen by vote of the stockholders at the meeting. The Secretary shall act as

secretary of the meeting, but in the Secretary’s absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

(b) Rules, Regulations and Procedures. The Board of Directors may adopt by resolution such rules, regulations and procedures for the

conduct of any meeting of stockholders of the Corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means of remote communication of

stockholders and proxyholders not physically present at a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right

and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the

Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at

the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as shall be

determined; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of

Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

SECTION 13 ACTION WITHOUT MEETING.

(a) Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a

meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be delivered to the Corporation signed by the holders of outstanding stock having not less than the minimum number of

votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

(b) Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders

who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of

holders to take the action were delivered to the Corporation.

and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such email,

facsimile, or other electronic transmission sets forth or is delivered with information from which the Corporation can determine:

(i) that the email, facsimile or other electronic transmission was transmitted by the stockholder or proxy holder or by a

person or persons authorized to act for the stockholder or proxy holder and

(ii) the date on which such stockholder or

proxy holder or authorized person or persons transmitted such email, facsimile or other electronic transmission. The date on which such email, facsimile or other electronic transmission is transmitted shall be deemed to be the date on which such

consent was signed.

ARTICLE III.

DIRECTORS

SECTION 1

GENERAL POWERS. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the powers of the Corporation except as otherwise provided by law or the Certificate of

Incorporation.

SECTION 2 NUMBER AND TENURE OF DIRECTORS. The number of Directors which shall constitute the entire Board of

Directors shall not be less than one. Within the limits above specified, the number of directors of the Corporation shall be determined from time to time by the stockholders or the Board of Directors in a resolution adopted by the Board of

Directors. Each director shall hold office until the next annual meeting of stockholders and until such director’s successor is elected and qualified or until such director’s earlier death, disability, resignation or removal as

hereinafter provided.

SECTION 3 ELECTION OF DIRECTORS. Except as otherwise provided in these

By-laws, directors shall be elected at the annual meeting of stockholders by such stockholders as have the right to vote on such election. Directors shall be at least eighteen years of age but need not be

residents of the State of Delaware nor stockholders of the Corporation. Elections of directors need not be by written ballot.

SECTION 4 CHAIRMAN OF THE BOARD; VICE CHAIRMAN OF THE BOARD. The Board of Directors may appoint from its members a Chairman of the Board

and a Vice Chairman of the Board, neither of whom need be an employee or officer of the Corporation. If the Board of Directors appoints a Chairman of the Board, such Chairman shall perform such duties and possess such powers as are assigned by the

Board of Directors. If the Board of Directors appoints a Vice Chairman of the Board, such Vice Chairman shall perform such duties and possess such powers as are assigned by the Board of Directors. Unless otherwise provided by the Board of Directors,

the Chairman of the Board or, in the Chairman’s absence, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors.

SECTION 5 QUORUM. The greater of (a) a majority of the directors at any time in

office and (b) one-third of the number of directors fixed pursuant to Section 2 of Article III of these By- laws shall constitute a quorum of the Board of Directors. If

less than a quorum is present at a meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until such quorum shall be present.

SECTION 6 VOTING. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of

the Board of Directors, unless the DGCL or the Certificate of Incorporation requires a vote of a greater number.

SECTION 7

VACANCIES. Subject to the rights of holders of any series of Preferred Stock to elect directors, unless and until filled by the stockholders, any vacancy or newly-created directorship on the Board of Directors, however occurring, may be filled by

vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of such director’s predecessor in office, and a

director chosen to fill a position resulting from a newly-created directorship shall hold office until the next annual meeting of stockholders and until a successor is elected and qualified, or until such director’s earlier death, resignation

or removal.

SECTION 8 REMOVAL OF DIRECTORS. Except as otherwise provided by the DGCL, a director, or the entire Board of Directors,

may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except that the directors elected by the holders of a particular class or series of stock may be removed without

cause only by vote of the holders of a majority of the outstanding shares of such class or series.

SECTION 9 RESIGNATION. Any

director may resign by delivering a resignation in writing or by electronic transmission to the Corporation at its principal office or to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary. Such resignation shall

be effective upon delivery unless it is specified to be effective at some later time or upon the happening of some later event.

SECTION 10 REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time, place and manner as

shall be determined from time to time by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held

without notice immediately after and at the same place as the annual meeting of stockholders.

SECTION 11 SPECIAL MEETINGS. Special

meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the Chief Executive Officer, the President, two or more directors or by one director in the event that there is only a single director in office. The

person or persons authorized to call special meetings of the Board of Directors may fix any time, date or place, either within or without the State of Delaware, for holding any special meeting of the Board of Directors called by them.

SECTION 12 NOTICE OF SPECIAL MEETINGS OF THE BOARD OF DIRECTORS. Notice of the date,

place, if any, and time of any special meeting of the Board of Directors shall be given to each director by the Secretary or by the officer or one of the directors calling the meeting. Notice shall be duly given to each director (a) in person,

by telephone, fax or by electronic transmission at least 24 hours in advance of the meeting, (b) by sending written notice by reputable overnight courier or delivering written notice by hand, to such director’s last known business, home

or facsimile address at least 48 hours in advance of the meeting, or (c) by sending written notice by first-class mail to such director’s last known business or home address at least 72 hours in advance of the meeting. A notice or waiver

of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.

SECTION 13 WRITTEN ACTION BY

DIRECTORS. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof,

may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. Such

filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

SECTION 14 PARTICIPATION BY CONFERENCE TELEPHONE. Members of the Board of Directors, or any committee designated by such board, may

participate in a meeting of the Board of Directors, or committee thereof, by means of videoconference, conference telephone or similar communications equipment as long as all persons participating in the meeting can speak with and hear each other,

and participation by a director pursuant to this Section 14 shall constitute presence in person at such meeting.

SECTION 15 COMMITTEES. The Board of Directors may designate one or more committees, each committee to consist of one or more of the

directors of the Corporation with such lawfully delegable powers and duties as the Board of Directors thereby confers, to serve at the pleasure of the Board of Directors. The Board may designate one or more directors as alternate members of any

committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member at any meeting of a committee, the member or members thereof present at any meeting and not disqualified

from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent

provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation

to be affixed to all papers which may require it, but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter (other than

the election or removal of directors) expressly required by law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law of the Corporation. Each such committee

shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided

by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these By-laws for the Board of Directors. Except as otherwise provided in the

Certificate of Incorporation, these By-laws, or the resolution of the Board of Directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more

members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

SECTION 16 COMPENSATION OF DIRECTORS. Unless otherwise restricted by the Certificate of

Incorporation or these By-laws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the

Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving

compensation therefore. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV.

OFFICERS

SECTION 1 GENERAL PROVISIONS. The officers of the Corporation may consist of a Chief Executive Officer, a President, a

Secretary, a Treasurer and such other officers with such other titles as the Board of Directors shall determine, including one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries. The Board of Directors may appoint such other

officers as it may deem appropriate. No officer need be a stockholder. Any two or more offices may be held by the same person. The officers elected by the Board of Directors shall have such duties as are hereafter described and such additional

duties as the Board of Directors may from time to time prescribe.

SECTION 2 ELECTION AND TERM OF OFFICE. The Chief Executive

Officer, President, Treasurer and Secretary may be elected annually by the Board of Directors at the regular meeting of the Board of Directors held after each annual meeting of the stockholders. If the election of officers is not held at such

meeting, such election shall be held as soon thereafter as may be convenient. Other officers may be appointed at any time, at a meeting or by the written consent of the Board of Directors. Except as otherwise provided by law, by the Certificate of

Incorporation or by these By-laws, each officer shall hold office until his successor has been duly elected and qualified, unless a different term is specified in the resolution electing or appointing such

officer, or until his earlier death, resignation or removal. Election or appointment of an officer or agent shall not of itself create contract rights.

SECTION 3 RESIGNATION AND REMOVAL OF OFFICERS. Any officer may resign by delivering a written resignation to the Corporation at its

principal office or to the Chief Executive Officer, the President or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time or upon the happening of some later event. Any officer may

be removed at any time, with or without cause, by vote of a majority of the directors then in office. Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an

officer for any period following such officer’s resignation or removal, or any right to damages on account of such removal, whether such officer’s compensation be by the month or by the year or otherwise, unless such compensation is

expressly provided for in a duly authorized written agreement with the Corporation.

SECTION 4 VACANCIES. The Board of Directors may fill any vacancy occurring in any

office for any reason and may, in its discretion, leave unfilled for such period as it may determine any offices other than those of Chief Executive Officer, President, Treasurer and Secretary. Each such successor shall hold office for the unexpired

term of such officer’s predecessor and until a successor is elected and qualified, or until such officer’s earlier death, disability, resignation or removal as provided herein.

SECTION 5 THE CHIEF EXECUTIVE OFFICER. Unless the Board of Directors has designated another person as the Corporation’s Chief

Executive Officer, the President shall be the Chief Executive Officer of the Corporation. The Chief Executive Officer shall have general charge and supervision of the business and affairs of the Corporation subject to the direction of the Board of

Directors, and shall perform all duties and have all powers that are commonly incident to the office of chief executive or that are delegated to such officer by the Board of Directors. The Chief Executive Officer shall preside at all meetings of the

Board of Directors and shall see that orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer may sign bonds, mortgages, certificates for shares and all other contracts and documents whether or not under

the seal of the Corporation except in cases where the signing and execution thereof shall be expressly delegated by law, by the Board of Directors or by these By-laws to some other officer or agent of the

Corporation. The Chief Executive Officer shall have general powers of supervision and shall be the final arbiter of all differences between officers of the Corporation and his decision as to any matter affecting the Corporation shall be final and

binding as between the officers of the Corporation subject only to the Board of Directors.

SECTION 6 THE PRESIDENT. In the absence

of the Chief Executive Officer or in the event of his inability or refusal to act, the President shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon

the Chief Executive Officer. At all other times the President shall have the active management of the business of the Corporation under the general supervision of the Chief Executive Officer or the Board of Directors. The President shall have

concurrent power with the Chief Executive Officer to sign bonds, mortgages, certificates for shares and other contracts and documents, whether or not under the seal of the Corporation except in cases where the signing and execution thereof shall be

expressly delegated by law, by the Board of Directors, or by these By-laws to some other officer or agent of the Corporation. In general, the President shall perform all duties incident to the office of

president and such other duties as the Chief Executive Officer (if the President is not the Chief Executive Officer) or the Board of Directors may from time to time prescribe.

SECTION 7 THE VICE PRESIDENT. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or

in the event there be more than one Vice President, the Executive Vice President and then the other Vice President or Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform

the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall perform such other duties and have such other powers as the Chief Executive Officer or

the Board of Directors may from time to time prescribe.

SECTION 8 THE SECRETARY. The Secretary shall perform such duties and shall have such

powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. The Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation the duty and

power to attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required and to maintain

a stock ledger and prepare lists of stockholders and their addresses as required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other

duties as may be prescribed by the Board of Directors or the Chief Executive Officer, under whose supervision he shall be. The Secretary shall have custody of the corporate records and the corporate seal of the Corporation and the Secretary, or an

Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to

any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

SECTION 9 THE ASSISTANT

SECRETARY. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the

Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Chief Executive Officer, the Board of Directors or the

Secretary may from time to time prescribe. In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman of the meeting shall designate a temporary secretary to keep a record of the meeting.

SECTION 10 THE TREASURER. The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned by

the Board of Directors or the Chief Executive Officer. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including without limitation, the duty and power to have the custody of the

corporate funds and securities and to keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such

depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and

the Board of Directors, as required by the Board of Directors, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond

(which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of

his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

SECTION 11 THE ASSISTANT TREASURER. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order

determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers

of the Treasurer and shall perform such other duties and have such other powers as the Chief Executive Officer, the Board of Directors or the Treasurer may from time to time prescribe.

SECTION 12 OTHER OFFICERS, ASSISTANT OFFICERS AND AGENTS. Officers, Assistant Officers

and Agents, if any, other than those whose duties are provided for in these By-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the Board of

Directors.

SECTION 13 ABSENCE OF OFFICERS, DELEGATION OF AUTHORITY. In the absence of any officer of the Corporation, or for any

other reason the Board of Directors may deem sufficient, the Board of Directors may from time to time delegate the powers or duties, or any of such powers or duties, of any officers or officer to any other officer or to any director.

SECTION 14 COMPENSATION. The Board of Directors shall have the authority to establish reasonable salaries, compensation or reimbursement

of all officers for services to the Corporation.

ARTICLE V.

CAPITAL STOCK

SECTION 1 ISSUANCE OF STOCK. Subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance

of the authorized capital stock of the Corporation or the whole or part of any shares of the authorized capital stock of the Corporation held in the Corporation’s treasury may be issued, sold, transferred or otherwise disposed of by vote of

the Board of Directors in such manner, for such lawful consideration and on such terms as the Board of Directors may determine.

SECTION 2 CERTIFICATES OF SHARES; UNCERTIFICATED SHARES.

(a) The shares of the Corporation need not be represented by certificates, provided that the Board of Directors of the Corporation may

provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be certificated shares. Every holder of stock represented by certificates shall be entitled to have a certificate, in such form as may be

prescribed by law and by the Board of Directors, signed in a manner that complies with Section 158 of the DGCL, representing the number of shares held by such holder registered in certificate form. Any or all the signatures on the certificate

may be a facsimile or pdf.

(b) Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the

Certificate of Incorporation, these By-laws, applicable securities laws or any agreement among any number of stockholders or among such holders and the Corporation shall have conspicuously noted on the face or

back of the certificate either the full text of the restriction or a statement of the existence of such restriction.

Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof

and the qualifications, limitations or restrictions of such preferences and/or rights may be set forth in full or summarized on the face or back of each certificate representing shares of such class or series of stock, provided that in lieu

of the foregoing requirements there may be set forth on the face or back of each certificate representing shares of such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests a copy

of the full text of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

SECTION 3 SIGNATURES OF FORMER OFFICER, TRANSFER AGENT OR REGISTRAR. In case any

officer, transfer agent, or registrar who has signed or whose signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with

the same effect as if such person or entity were such officer, transfer agent or registrar at the date of issue.

SECTION 4 TRANSFER

OF SHARES. Transfers of shares of the Corporation shall be made only on the books or stock ledger of the Corporation, or by transfer agents designated to transfer shares of the Corporation. Certificated shares shall be transferred only on the books

or stock ledger of the Corporation by the surrender to the Corporation or its transfer agent of the certificate representing such shares as duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer. Except as

may be otherwise required by law, by the Certificate of Incorporation or by these By-laws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock

for all purposes, including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the Corporation in

accordance with the requirements of these By-laws.

SECTION 5 LOST, DESTROYED OR STOLEN

CERTIFICATES. Whenever a certificate representing shares of the Corporation has been lost, destroyed or stolen, the holder thereof may file in the office of the Corporation an affidavit setting forth, to the best of his knowledge and belief, the

time, place, and circumstance of such loss, destruction or theft together with a statement of indemnity and posting of such bond sufficient in the opinion of the Board of Directors to indemnify the Corporation against any claim that may be made

against it on account of the alleged loss of any such certificate. Thereupon the Board may cause to be issued to such person or such person’s legal representative a new certificate or a duplicate of the certificate alleged to have been lost,

destroyed or stolen. In the exercise of its discretion, the Board of Directors may waive the indemnification and bond requirements provided herein.

SECTION 6 REGULATIONS. The issue, transfer, conversion and registration of shares of stock of the Corporation shall be governed by such

other regulations as the Board of Directors may establish.

ARTICLE VI.

INDEMNIFICATION

SECTION 1 RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party to or is otherwise

involved, as a witness or otherwise, in any action, suit or proceeding, whether civil, criminal, administrative or investigative (each a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the

Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other

enterprise, including service with respect to an employee

benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or in any

other capacity while serving as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended (but, in the

case of any such amendment, if permitted, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense,

liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as

provided in Section 3 of Article VI of these By-laws with respect to proceedings to enforce rights to indemnification or advancement of expenses or with respect to any

compulsory counterclaim brought by such indemnitee, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the

Board.

SECTION 2 RIGHT TO ADVANCEMENT OF EXPENSES. In addition to the right to indemnification conferred in

Section 1 of Article VI of these By-laws, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred in

appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article VI

(which shall be governed by Section 3 of Article VI of these By-laws) (hereinafter an “advancement of expenses”);

provided, however, that, if the DGCL requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by an indemnitee in his or

her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including service to an employee benefit plan) shall be made solely upon delivery to the Corporation of an undertaking (an

“undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “final

adjudication”) that such indemnitee is not entitled to be indemnified or entitled to advancement of expenses under Section 1 and Section 2 of Article VI of these By-laws or otherwise.

SECTION 3 RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under

Section 1 or Section 2 of Article VI of these By-laws is not paid in full by the Corporation within (a) 60 days after a written claim for

indemnification has been received by the Corporation or (b) 20 days after a claim for an advancement of expenses has been received by the Corporation, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid

amount of the claim or to obtain advancement of expenses, as applicable. To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses

pursuant to the terms of an undertaking or otherwise, the indemnitee shall be entitled to be paid also the expense (including attorneys’ fees) of prosecuting or defending such suit. In (a) any suit brought by the indemnitee to enforce a

right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that the indemnitee has not met any applicable standard for indemnification set forth in the DGCL

and (b) any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking or otherwise, the Corporation shall be entitled to recover such expenses upon a final adjudication that the indemnitee has

not met any applicable

standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent

legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth

in the DGCL, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable

standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce

a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking or otherwise, the burden of proving that the indemnitee is not

entitled to be indemnified, or to such advancement of expenses, under this Article VI or otherwise shall be on the Corporation.

SECTION 4 INDEMNIFICATION NOT EXCLUSIVE.

(a) The provision of indemnification to or the advancement of expenses and costs to any indemnitee under this Article VI, or the

entitlement of any indemnitee to indemnification or advancement of expenses and costs under this Article VI, shall not limit or restrict in any way the power of the Corporation to indemnify or advance expenses and costs to such indemnitee in

any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any indemnitee seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of stockholders of the Corporation

or disinterested directors or otherwise, both as to action in such indemnitee’s capacity as an officer, director, employee or agent of the Corporation and as to action in any other capacity.

(b) Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the indemnitee as a director and/or

officer of the Corporation at the request of the indemnitee-related entities (as defined below), the Corporation shall be fully and primarily responsible for the payment to the indemnitee in respect of indemnification or advancement of all expenses,

judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of the Certificate of Incorporation or these By-laws (or any other agreement between the

Corporation and such persons) in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article VI, irrespective of any right of recovery the indemnitee may have from the indemnitee-related

entities. Any obligation on the part of any indemnitee-related entities to indemnify or advance expenses to any indemnitee shall be secondary to the Corporation’s obligation and shall be reduced by any amount that the indemnitee may collect as

indemnification or advancement from the Corporation. The Corporation irrevocably waives, relinquishes and releases the indemnitee-related entities from any and all claims against the indemnitee-related entities for contribution, subrogation or any

other recovery of any kind in respect thereof. Under no circumstance shall the Corporation be entitled to any right of subrogation or contribution by the indemnitee-related entities and no right of advancement or recovery the indemnitee may have

from the indemnitee-related entities shall reduce or otherwise alter the rights of the indemnitee or the obligations of the Corporation hereunder. In the event that any of the indemnitee-related entities shall make any payment to the indemnitee in

respect of indemnification or advancement of expenses with respect to any jointly

indemnifiable claim, the indemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee against the Corporation

and the indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the indemnitee-related entities

effectively to bring suit to enforce such rights. Each of the indemnitee-related entities shall be third-party beneficiaries with respect to this Section 4(b), entitled to enforce this

Section 4(b).

For purposes of this Section 4(b), the following terms shall have the

following meanings:

(i) The term “indemnitee-related entities” means any corporation, limited liability

company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Corporation or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise for

which the indemnitee has agreed, on behalf of the Corporation or at the Corporation’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an indemnitee may be

entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Corporation may also have an indemnification or advancement obligation.

(ii) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without

limitation, any action, suit or proceeding for which the indemnitee shall be entitled to indemnification or advancement of expenses from both the indemnitee-related entities and the Corporation pursuant to Delaware law, any agreement or certificate

of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Corporation or the

indemnitee-related entities, as applicable.

SECTION 5 CORPORATE OBLIGATIONS; RELIANCE. The rights granted pursuant to the provisions

of this Article VI shall vest at the time a person becomes a director or officer of the Corporation and shall be deemed to create a binding contractual obligation on the part of the Corporation to the persons who from time to time are elected

as officers or directors of the Corporation and such persons in acting in their capacities as officers or directors of the Corporation or any subsidiary shall be entitled to rely on such provisions of this Article VI without giving notice

thereof to the Corporation. Such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal

of this Article VI that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any occurrence or alleged

occurrence of any action or omission to act that took place prior to such amendment or repeal.

SECTION 6 INSURANCE. The Corporation

may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether

or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

SECTION 7 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION. The Corporation

may, to the extent authorized by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VI with respect to the

indemnification and advancement of expenses of directors and officers of the Corporation.

ARTICLE VII.

DIVIDENDS

SECTION 1

DECLARATIONS OF DIVIDENDS. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law.

Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

SECTION 2 SPECIAL PURPOSES RESERVES. The Board of Directors may set apart out of any of the funds of the Corporation available for

dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

ARTICLE VIII.

NOTICE BY ELECTRONIC TRANSMISSION

SECTION 1 NOTICE BY ELECTRONIC TRANSMISSION. Without limiting the manner by which notice otherwise may be given effectively to

stockholders pursuant to the DGCL, the Certificate of Incorporation or these By-laws, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or

these By-laws shall be effective if given by a form of electronic transmission. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Corporation that the

notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

SECTION 2 DEFINITION OF ELECTRONIC TRANSMISSION. An “electronic transmission” means any form of communication, not directly

involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE IX.

GENERAL

PROVISIONS

SECTION 1 FISCAL YEAR. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

SECTION 2 SEAL. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the

words “Corporate Seal, Delaware” or such other form as shall be approved by the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 3 WRITTEN WAIVER OF NOTICE. A written waiver of any notice required to be given

by law, the Certificate of Incorporation or by these By-laws, signed by or electronically transmitted by the person entitled to notice, whether before, at or after the time of the event for which notice is to

be given, shall be deemed equivalent to notice required to be given to such person. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of stockholders, directors or members of a committee of directors need

be specified in any written waiver of notice.

SECTION 4 ATTENDANCE AS WAIVER OF NOTICE. Attendance of a person at a meeting shall

constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, and objects, to the transaction of any business because the meeting is not lawfully called

or convened.

SECTION 5 CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any

contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 6 TRANSACTIONS WITH INTERESTED PARTIES. No contract or transaction between the Corporation and one or more directors or officers,

or between the Corporation and any other corporation, partnership, association or other organization in which one or more directors or officers are directors, officers or employees, or have a financial interest, shall be void or voidable solely for

this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or a committee of the Board of Directors which authorizes the contract or transaction or solely because his or their votes

are counted for such purpose, if:

(a) The material facts as to his relationship or interest and as to the contract or transaction are

disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested

directors be less than a quorum;

(b) The material facts as to his relationship or interest and as to the contract or transaction are

disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(c) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of

Directors, a committee of the Board of Directors, or the stockholders.

SECTION 7 CHECKS, DRAFTS, ETC. All checks, drafts or other

orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by one or more officers or agents of the Corporation and in such manner as shall from time to time be determined by

resolution of the Board of Directors.

SECTION 8 DEPOSITS. The funds of the Corporation may be deposited or invested in such bank

account, in such investments or with such other depositaries as determined by the Board of Directors.

SECTION 9 ANNUAL STATEMENT. The Board of Directors shall present at each annual

meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

SECTION 10 VOTING OF SECURITIES. Except as the Board of Directors may otherwise designate, the Chief Executive Officer, the President,

Secretary or the Treasurer may waive notice of, vote, or appoint any person or persons to vote, on behalf of the Corporation at, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this Corporation (with or without power of substitution) at, any meeting of stockholders or securityholders of any other entity, the securities of which may be held by this Corporation.

SECTION 11 EVIDENCE OF AUTHORITY. A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any

action taken by the stockholders, directors, a committee or any officer or representative of the Corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.

SECTION 12 CERTIFICATE OF INCORPORATION. All references in these By-laws to the Certificate of

Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

SECTION 13 SEVERABILITY. Any determination that any provision of these By-laws is for any reason

inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these By-laws.

SECTION 14 PRONOUNS. All pronouns used in these By-laws shall be deemed to refer to the

masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

ARTICLE X.

AMENDMENTS

SECTION 1

BY THE BOARD OF DIRECTORS. These By-laws may be altered, amended or repealed, in whole or in part, or new By-laws may be adopted by the Board of Directors, as such power

is conferred upon the Board of Directors by the Certificate of Incorporation.

SECTION 2 BY THE STOCKHOLDERS. These By-laws may be altered, amended or repealed, in whole or in part, or new By-laws may be adopted, by the affirmative vote of the holders of a majority of the shares of the

capital stock of the Corporation issued and outstanding and entitled to vote at any annual meeting of stockholders, or at any special meeting of stockholders, provided notice of such alteration, amendment, repeal or adoption of new By-laws shall have been stated in the notice of such special meeting. If the power to adopt, amend or repeal By-laws is conferred upon the Board of Directors by the

Certificate of Incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal By-laws.

EX-99.1

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EX-99.1

Exhibit 99.1

Clearwater Analytics Completes $8.4 Billion Take-Private Acquisition by Permira and Warburg Pincus

Acquisition supported by Francisco Partners, with participation from Temasek

Stockholders receive $24.55 per share

BOISE, Idaho, June 25, 2026 – Clearwater Analytics (“CWAN”, “Clearwater” or the “Company”), today

announced the completion of its previously announced acquisition, a transaction valued at approximately $8.4 billion, by a Permira and Warburg Pincus-led Investor Group (the “Investor Group”).

The transaction was supported by Francisco Partners, with participation from Temasek. With the completion of the acquisition, Clearwater’s Class A common stock no longer trades on the New York Stock Exchange.

Under the terms of the agreement, Clearwater stockholders received $24.55 per share in cash, representing an approximately 47% premium over the

Company’s undisturbed share price on November 10, 2025, the last trading day prior to media reports regarding a potential transaction.

The

transaction followed a thorough review process overseen by a Special Committee of independent and disinterested members of the Clearwater Board of Directors, which unanimously recommended approval of the transaction. The transaction was approved by

the Board and Clearwater’s stockholders (including a majority of votes cast by disinterested stockholders).

The transaction positions Clearwater to

accelerate investment in its AI roadmap and next-generation platform capabilities. Clearwater’s data foundation, a single, real-time view of every asset across public and private markets, is what makes that roadmap possible. As a private

company, with the full backing of the Permira funds and Warburg Pincus, Clearwater gains the flexibility to build on that foundation faster and take its agentic capabilities further for the institutional investors who trust it with over $10 trillion

in assets globally.

“We have built Clearwater on a conviction that most of the industry thought was too ambitious: that investment teams deserve a

single, real-time view of everything they own, every asset, every day, across every market. Innovation and disruption have been the key drivers of growth for over a decade,” said Sandeep Sahai, CEO at Clearwater Analytics. “Our ability

to focus on scaling our current platform while building a Gen AI agentic platform is meaningfully enhanced by going private. Our clients depend upon us to be stewards of the platform they use, and our investments will ensure that they remain at the

forefront of technological innovation for running their business.”

Advisors

PJT Partners served as the exclusive financial advisor, and Cravath, Swaine & Moore LLP served as legal counsel, to the Special Committee of the CWAN

Board of Directors. J.P. Morgan acted as financial advisor, and Kirkland & Ellis LLP served as legal counsel, to CWAN. Goldman Sachs & Co. LLC acted as financial advisor to the Investor Group. Private Credit at Goldman Sachs

Alternatives provided 100% committed debt financing to the Investor Group. Latham and Watkins LLP served as M&A counsel to the Investor Group. Paul, Weiss, Rifkind, Wharton & Garrison LLP served as finance counsel to the Investor Group.

About Clearwater Analytics

Clearwater Analytics is transforming investment management with the industry’s most comprehensive cloud-native platform for institutional investors

across global public and private markets. While legacy systems create risk, inefficiency, and data fragmentation, Clearwater’s single-instance, multi-tenant architecture delivers real-time data and

AI-driven insights throughout the investment lifecycle. The platform eliminates information silos by integrating portfolio management, trading, investment accounting, reconciliation, regulatory reporting,

performance, compliance, and risk analytics in one unified system. Serving leading insurers, asset managers, hedge funds, banks, corporations, and governments, Clearwater supports over $10 trillion in assets globally. Learn more at

www.cwan.com.

About Permira

Permira is a

global investment firm that backs successful businesses with growth ambitions. Founded in 1985, the firm advises funds across two core asset classes, private equity and credit, with total committed capital of approximately €90bn.

The Permira private equity funds make both long-term Buyout and Growth Equity investments in four key sectors: Technology, Consumer, Healthcare and Services.

The Permira funds have previously supported and helped scale some of the largest and fastest-growing technology businesses globally, including Genesys, TeamViewer, Zendesk, McAfee, Mimecast, Octus, Informatica, Klarna, Magento, Teraco, and others.

Permira employs over 500 people in 15 offices across Europe, the United States, the Middle East and Asia. For more information, visit

www.permira.com.

About Warburg Pincus

Warburg Pincus LLC is the pioneer of global growth investing. A private partnership since 1966, the firm has the flexibility and experience to focus on helping

investors and management teams achieve enduring success across market cycles. Today, the firm has more than $100 billion in assets under management, and more than 215 companies in its active portfolio, diversified across stages, sectors, and

geographies. Warburg Pincus has invested in more than 1,100 companies across its private equity, real estate, and capital solutions strategies. The firm is an active investor in the SaaS, data, fintech and insurance sectors globally, with notable

investments, including Arch Insurance, Avalara, Avaloq, Beacon, FIS, Interactive Data Corporation (IDC), IntraFi, Primerica, Reorg Research, Sagent, Varo Money, and Wall Street Systems, among others.

The firm is headquartered in New York with more than 15 offices globally. For more information, please visit www.warburgpincus.com or follow

us on LinkedIn and YouTube.

About Francisco Partners

Francisco Partners is a leading global investment firm that specializes in partnering with technology and technology-enabled businesses. Since its launch over

25 years ago, Francisco Partners has invested in over 500 technology companies, making it one of the most active and longstanding investors in the technology industry. With over $50 billion in capital raised to date, the firm invests in

opportunities where its deep sectoral knowledge and operational expertise can help companies realize their full potential. For more information on Francisco Partners, please visit www.franciscopartners.com.

About Temasek

Temasek is a global investment company headquartered in Singapore, with a net portfolio value of US$324 billion as of 31 March 2025. Temasek’s

Purpose “So Every Generation Prospers” guides it to make a difference for today’s and future generations. Temasek seeks to build a resilient and forward-looking portfolio that will deliver sustainable returns over the long term. It

has 13 offices in 9 countries around the world: Beijing, Hanoi, Mumbai, Shanghai, Shenzhen, and Singapore in Asia; and Brussels, London, Mexico City, New York, Paris, San Francisco, and Washington, D.C. outside Asia.

For more information on Temasek, please visit www.temasek.com.sg

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dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

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Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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