SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Duck Creek Technologies, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

264120 106

(CUSIP Number)

Mark Babbe

Disco (Guernsey) Holdings L.P. Inc.

PO Box 656, East Wing, Trafalgar Court

Les Banques

St Peter Port, Guernsey GY1 3PP

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 18, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	Names of Reporting Persons   Disco (Guernsey) Holdings L.P. Inc.
2	Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3	SEC Use Only
4	Source of Funds   OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):   ☐
6	Citizenship or Place of Organization   Guernsey

Number of Shares   Beneficially   Owned by Each Reporting Person With:	7	Sole Voting Power   0 (see item 5)
	8	Shared Voting Power   72,138,254 (see item 5)
	9	Sole Dispositive Power   0 (see item 5)
	10	Shared Dispositive Power   43,282,952 (see item 5)

11	Aggregate Amount Beneficially Owned by Each Reporting Person   72,138,254 (see item 5)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13	Percent of Class Represented by Amount in Row (11)   55.2% (1) (see item 5)
14	Type of Reporting Person   PN

(1) Based on 130,687,830 Common Stock of the Issuer issued and outstanding as of August 18, 2020.

1	Names of Reporting Persons   Disco (Guernsey) GP Co. Limited
2	Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3	SEC Use Only
4	Source of Funds   OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):   ☐
6	Citizenship or Place of Organization   Guernsey

Number of Shares   Beneficially   Owned by Each Reporting Person With:	7	Sole Voting Power   0 (see item 5)
	8	Shared Voting Power   72,138,254 (see item 5)
	9	Sole Dispositive Power   0 (see item 5)
	10	Shared Dispositive Power   43,282,952 (see item 5)

11	Aggregate Amount Beneficially Owned by Each Reporting Person   72,138,254 (see item 5)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13	Percent of Class Represented by Amount in Row (11)   55.2% (1) (see item 5)
14	Type of Reporting Person   OO

(1) Based on 130,687,830 Common Stock of the Issuer issued and outstanding as of August 18, 2020.

1	Names of Reporting Persons   Apax VIII GP Co. Limited
2	Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3	SEC Use Only
4	Source of Funds   OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):   ☐
6	Citizenship or Place of Organization   Guernsey

Number of Shares   Beneficially   Owned by Each Reporting Person With:	7	Sole Voting Power   0 (see item 5)
	8	Shared Voting Power   72,138,254 (see item 5)
	9	Sole Dispositive Power   0 (see item 5)
	10	Shared Dispositive Power   43,282,952 (see item 5)

11	Aggregate Amount Beneficially Owned by Each Reporting Person   72,138,254 (see item 5)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13	Percent of Class Represented by Amount in Row (11)   55.2 (1) (see item 5)
14	Type of Reporting Person   OO

(2) Based on 130,687,830 Common Stock of the Issuer issued and outstanding as of August 18, 2020.

Item 1. Security and Issuer

This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Duck Creek Technologies, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive office is located at 22 Boston Wharf Road, Floor 10, Boston, MA, 02210.

Item 2. Identity and Background

This Schedule 13D is being filed jointly pursuant to Rule 13d-1(a) under the Act on behalf of (i) Disco (Guernsey) Holdings L.P. Inc., (“Disco Holdings”) (ii) Disco (Guernsey) GP Co. Limited (“Disco GP”) and (iii) Apax VIII GP Co. Limited (“Apax VIII” and together with Disco Holdings and Disco GP, the “Reporting Persons”). The principal business of each of the Reporting Persons is to make and manage investments in various business organizations. The name, citizenship, present principal occupation or employment and business address of each director and executive officer of Disco GP and Apax VIII is attached as Schedule A to this Schedule 13D.

The principal business and office address of each of Disco Holdings and Disco GP is PO Box 656, East Wing, Trafalgar Court, Les Banques, St. Peter Port, Guernsey, GY1 3PP.

The principal business and office address of Apax VIII is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St. Peter Port, Guernsey, GY1 2HJ. Apax VIII is the majority shareholder of Disco GP, which is the general partner of Disco Holdings.

During the last five years, none of the Reporting Persons nor any the executive officers and directors of Disco GP and Apax VIII listed on Schedule A have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Pursuant to the reorganization transactions (the “Reorganization Transactions”), as described in the Registration Statement on Form S-1 (File No. 333-240050) of the Issuer, in connection with the initial public offering (the “IPO”), the Reporting Persons contracted, directly and indirectly, to contribute their Class A Equity Units (the “Equity Units”) of Disco Topco Holdings (Cayman), L.P. (the “Partnership”), to the Issuer in exchange for 45,838,508 shares of Common Stock. The Issuer subsequently redeemed 2,555,556 shares of Common Stock from the Reporting Persons.

The Reporting Persons acquired the Equity Units in connection with the formation of the Partnership in 2016, and the Partnership’s acquisition of the business currently operated by the Issuer from Accenture LLP.

Item 4. Purpose of Transaction

The response of the Reporting Persons to Item 3 hereof is incorporated herein by reference.

The shares are held for investment purposes. Other than the Reporting Persons’ relationships with Jason Wright and Roy Mackenzie, members of the Issuer’s board of directors, and as otherwise described herein, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A currently has any plans or proposals that relate to, or would result in, any of the matters listed in Item 4 of Schedule 13D. The Reporting Persons intend to consider their investment in the Issuer in light of share price, alternative investment opportunities, internal capital allocations, taxes and other relevant considerations and may, at any time and from time to time, review or reconsider their position in light of those considerations, and/or change their purpose and/or formulate plans or proposals with respect to the Issuer.

Item 5. Interest in Securities of the Issuer

(a)-(b) The responses of the Reporting Persons to Rows (7) through (13) of the cover page of this Schedule 13D, as of the date hereof are incorporated herein by reference.

Disco Holdings and Accenture (as defined below), as parties to the Stockholders Agreement (as defined below), may be deemed part of a “group” within the meaning of Section 13(d)(3) of the Act. Accordingly, such group collectively may beneficially own 55.2% of the 130,687,830 shares of Common Stock outstanding.

Disco GP, as the general partner of Disco Holdings, and Apax VIII, as the majority shareholder of Disco GP, may be deemed to beneficially own and share the power to vote the 72,138,255 shares of Common Stock, which represents 55.2% of the 130,687,830 shares of Common Stock outstanding.

(c) Except as disclosed in Items 3 and 4 of this Schedule 13D (which are incorporated herein by reference), none of the Reporting Persons nor, to its knowledge any person listed on Schedule A, effected any transaction in the Common Stock in the past 60 days.

(d) Under certain circumstances, the partners of the Reporting Persons could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock beneficially owned by the Reporting Persons. The responses of the Reporting Persons to Item 2 and Item 5(a) and (b) of this Schedule 13D are incorporated herein by reference.

(e) Inapplicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The responses of the Reporting Persons to Items 2, 3 and 4 hereof are incorporated herein by reference.

Joint Filing Agreement

The Reporting Persons have entered into a Joint Filing Agreement, dated as of August 28, 2020, a copy of which is attached as Exhibit 1 hereto, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Exchange Act.

Second Amended and Restated Registration Rights Agreement

In connection with the Reorganization Transactions, the pre-IPO existing investors entered into a Second Amended and Restated Registration Rights Agreement, dated August 18, 2020, a copy of which is filed with this Schedule 13D as Exhibit 2, pursuant to which the Issuer has granted to Disco Holdings and Accenture plc, a public limited company incorporated under the laws of Ireland (“Accenture”), (each a “demand holder”) certain demand registration rights and piggyback registration rights with respect to the Common Stock that was acquired by Disco Holdings and Accenture in the Reorganization Transactions and certain other holders party thereto who hold registrable securities. Each demand holder will be limited to an aggregate of two demand registrations. All holders of registrable securities are entitled to request to participate in, or “piggyback” on, registrations of certain securities for sale by the Issuer at any time following a 180-day lockup period for the IPO (subject to certain exceptions).

The registration rights outlined above are subject to conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration statement and the Issuer’s right to delay, suspend or withdraw a registration statement under specified circumstances. For example, the Issuer may delay the filing or effectiveness of any registration statement for an aggregate period of no more than 90 days in any calendar year if the Issuer determines, in good faith, that the filing or maintenance of a registration statement would, if not so deferred, materially and adversely affect a then proposed or pending significant business transaction, financial project, acquisition, merger or corporate reorganization. Additionally, in certain circumstances the Issuer may withdraw a registration statement upon request by the holder(s) of registrable securities.

2

Stockholders Agreement

In connection with the IPO, the Issuer, Disco Holdings, and Accenture entered into a Stockholders Agreement (the “Stockholders Agreement”), dated August 14, 2020, a copy of which is filed with this Schedule 13D as Exhibit 3. Pursuant to the Stockholders Agreement, the Issuer is required to take all necessary action to cause the Issuer’s board of directors to include individuals designated by Disco Holdings and Accenture pursuant to certain ownership thresholds. Disco Holdings and Accenture, individually, will be required to vote all of their shares, and take all other necessary actions, to cause the Issuer’s board of directors to include the individuals designated as directors by Disco Holdings and Accenture (as applicable).

At the current ownership levels, each of Disco Holdings and Accenture is entitled to designate two directors for election to the Issuer’s board of directors. Jason Wright and Roy Mackenzie currently serve on the Issuer’s board of directors as the initial designees of Disco Holdings; and Stuart Nicoll and Domingo Miron currently serve on the Issuer’s board of directors as the initial designees of Accenture.

Additionally, the Stockholders Agreement provides for certain consent rights for each of Disco Holdings and Accenture so long as such stockholder owns at least 5% of the outstanding equity securities of the Issuer that are not shares of Common Stock awarded under the Issuer’s 2020 Omnibus Equity Incentive plan or other incentive equity plan.

The Stockholders Agreement will terminate as it relates to each stockholder at such time as such stockholder ceases to own any equity securities of the Issuer, except for the rights that will survive cessation of ownership of equity securities, including the rights of Disco Holdings and Accenture under the Second Amended and Restated Registration Rights Agreement.

Lock-Up Agreement

Disco Holdings has entered into a lock-up agreement, a copy of which is filed with this Schedule 13D as Exhibit 4, with the IPO underwriters pursuant to which Disco Holdings, subject to certain exceptions, for a period of 180 days after the date of the IPO final prospectus may not, without the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to undertake any of the foregoing.

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Item 7. Material to be Filed as Exhibits

The following documents are filed as exhibits:

Exhibit No.	Description
1	Joint Filing Agreement, dated as of August 28, 2020, by and between Disco (Guernsey) Holdings L.P. Inc., Disco (Guernsey) GP Co. Limited and Apax VIII GP Co. Limited.
2	Stockholders Agreement, dated as of August 14, 2020, among the Issuer, Accenture and Disco (Guernsey) Holdings L.P. Inc. (Incorporated by reference to Exhibit 3.3 to the Issuer’s Form 8-K (File No. 001-39449) filed on August 20, 2020).
3	Second Amended and Restated Registration Rights Agreement, dated as of August 18, 2020, by and among the Issuer, Disco (Guernsey) Holdings L.P. Inc., Accenture and the other holders party thereto (Incorporated by reference to Exhibit 3.3 to the Issuer’s Form 8-K (File No. 001-39449) filed on August 20, 2020).
4	Lock-up Agreement, dated as of August 7, 2020, by Disco (Guernsey) Holdings L.P. Inc.

4

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 28, 2020	Disco (Guernsey) Holdings L.P. Inc.
	By: Disco (Guernsey) GP Co. Limited, its general partner
	/s/ Mark Babbe
		Name:     Mark Babbe
		Title:       Authorized Signatory
	Disco (Guernsey) GP Co. Limited
	/s/ Mark Babbe
		Name:    Mark Babbe
		Title:      Authorized Signatory
	Apax VIII GP Co. Limited
	/s/Mark Despres
		Name:     Mark Despres
		Title:      Authorized Signatory of Apax Partners                Guernsey Limited, the Company                Secretary of Apax VIII GP Co. Limited

[Signature Page to Schedule 13D]

SCHEDULE A

Disco (Guernsey) GP Co. Limited
Name	Business Address	Principal Occupation or Employment	Citizenship
Independent Members of Board of Directors
Mark Babbe	PO Box 656, East Wing, Trafalgar Court, Les Banques, St Peter Port Guernsey GY1 3PP	Accountant	British
Gordon Purvis	PO Box 656, East Wing, Trafalgar Court, Les Banques, St Peter Port Guernsey GY1 3PP	Accountant	British
Dieudonne Sebahunde	1-3, Boulevard del Foire L-1528 Luxembourg	Accountant	Belgian

A-1

Apax VIII GP Co. Limited
Name	Business Address	Principal Occupation or Employment	Citizenship
Independent Members of Board of Directors
David Staples	Third Floor, Royal Bank Place, 1 Glategny Esplanade St. Peter Port, Guernsey, GY1 2HJ	Non-Executive Director	British
Nicholas Kershaw	Third Floor, Royal Bank Place, 1 Glategny Esplanade St. Peter Port, Guernsey, GY1 2HJ	Non-Executive Director	British
Martin Halusa	Third Floor, Royal Bank Place, 1 Glategny Esplanade St. Peter Port, Guernsey, GY1 2HJ	Non-Executive Director	Austrian
Paul Meader	Third Floor, Royal Bank Place, 1 Glategny Esplanade St. Peter Port, Guernsey, GY1 2HJ	Non-Executive Director	British
Corporate Executive Team
Andrew Guille	Third Floor, Royal Bank Place, 1 Glategny Esplanade St. Peter Port, Guernsey, GY1 2HJ	Investment Professional	British
Simon Cresswell	Third Floor, Royal Bank Place, 1 Glategny Esplanade St. Peter Port, Guernsey, GY1 2HJ	General Counsel	Australian

A-2

EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

Pursuant and subject to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the Statement on Schedule 13D to which this Joint Filing Agreement is attached, and any amendments thereto may be filed without the necessity of filing additional joint filing agreements. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

The execution and filing of this agreement shall not be construed as an admission that the below-named parties are a group or have acted as a group.

Date: August 28, 2020	Disco (Guernsey) Holdings L.P. Inc.
	By: Disco (Guernsey) GP Co. Limited, its general partner
	/s/ Mark Babbe
	Name: Mark Babbe
	Title:   Authorized Signatory
	Disco (Guernsey) GP Co. Limited
	/s/ Mark Babbe
	Name: Mark Babbe
	Title:   Authorized Signatory
	Apax VIII GP Co. Limited
	/s/Mark Despres
	Name: Mark Despres
	Title:   Authorized Signatory of Apax Partners
	Guernsey Limited, the Company
	Secretary of Apax VIII GP Co. Limited

[Signature Page to Schedule 13D - Joint Filing Agreement]

EX-99.4

Exhibit 4

LOCK-UP AGREEMENT

August 7, 2020

GOLDMAN SACHS & CO. LLC

J.P. MORGAN SECURITIES LLC

BOFA SECURITIES, INC.

As Representatives of

the several Underwriters listed in

Schedule 1 to the Underwriting

Agreement referred to below

c/o Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282-2198

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

c/o BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Re:    Duck Creek Technologies, Inc. — Public Offering

Ladies and Gentlemen:

The undersigned understands that you, as representatives of the several underwriters named in Schedule 1 to the Underwriting Agreement (as defined below) (the “Underwriters”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Duck Creek Technologies, Inc., a Delaware corporation (the “Company”) and Disco Topco Holdings (Cayman), L.P., a Cayman Islands limited partnership, providing for the public offering (the “Public Offering”) by the Underwriters of shares of Common Stock, par value $0.01 per share (“Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, acting as representatives of the Underwriters, the undersigned will not, and will not cause any direct or indirect controlled affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on the date that is 180 days from the date of the final

prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, (i) any Securities or (ii) any securities convertible into or exercisable or exchangeable for Common Stock, options or warrants to purchase Securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and Securities which may be issued upon exercise of a stock option or warrant) (any such securities described in this clause (1), the “Restricted Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Restricted Securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any Restricted Securities, or publicly disclose the intention to undertake any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned) or transfer of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Restricted Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock or other securities of the Company, in cash or otherwise, or to publicly disclose the intention to undertake any of the foregoing. The undersigned represents and warrants that the undersigned is not currently, and has not caused or directed any of its affiliates to be or become, a party to any agreement or arrangement that provides for, is designed to or which reasonably could be expected to lead to or result in any of the foregoing during the Restricted Period.

Notwithstanding the foregoing, the terms of this Letter Agreement shall not apply to or prohibit:

(A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement;

(B) transfers of Restricted Securities as a bona fide gift or gifts;

(C) transfers of Restricted Securities by will or intestacy;

(D) transfers of Restricted Securities to any trust, the direct or indirect beneficiaries of which are exclusively the undersigned’s or a member or members of his or her immediate family or to any other entity that is wholly-owned by such persons;

(E) if the undersigned is a corporation, partnership, LLC or other entity, distributions of Restricted Securities to members, partners or stockholders of the undersigned, or to the estates of any such members, partners or stockholders;

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(F) transfers of Restricted Securities to the Company, pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option granted by the Company pursuant to employee benefit plans or arrangements described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided that, in each case, if the undersigned is required to file a report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), related thereto, such report shall include a statement (in addition to the use of the appropriate transaction code required to be included in such report) to the effect that the filing relates to the “cashless” or “net exercise” of such options;

(G) transfers of Restricted Securities that occur by operation of law pursuant to a domestic order or divorce settlement; provided that any report filed under the Exchange Act related thereto shall include a statement to the effect that such transfer occurred by operation of law;

(H) transactions of Restricted Securities acquired in the Public Offering or in open market transactions after the completion of the Public Offering;

(I) entry into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act for the transfer of Restricted Securities that does not provide for the transfer of Restricted Securities during the Restricted Period referred to above;

(J) transfers to the undersigned’s affiliates or to any investment fund or other entity, in each case, that are controlled or managed by the undersigned;

(K) pledges of Restricted Securities as collateral in accordance with and subject to the terms and conditions of a loan agreement and any related pledge and security agreements that were entered into, and disclosed to the Company and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC in writing, prior to the date of the initial public filing of the registration statement relating to the Public Offering, and any subsequent foreclosure on such collateral shares pledged in accordance with and subject to the terms and conditions of such loan agreement and any related pledge and security agreements; and

(L) transfers of Restricted Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction, that is approved by the board of directors of the Company, made to all holders of Restricted Securities involving a Change of Control (as defined below) which occurs after the consummation of the Public Offering; provided, that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities owned by the undersigned shall remain subject to the restrictions contained in this Letter Agreement. For the purpose of this clause (L), “Change of Control” shall mean the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction or series of transactions, the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company. becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 75% of the total voting power of the voting securities of the Company;

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provided that in the case of any transfer, donation or distribution pursuant to (i) clauses (B) through (E), such transfer, donation or distribution shall not involve a disposition for value and (ii) clauses (B) through (E) or clauses (G), (J) or (K), each transferee, donee or distributee shall execute and deliver to the Representative a lock-up letter substantially in the form of this Letter Agreement; and (iii) clauses (B) through (E), clause (H), entry into any plan contemplated by clause (I) or clause (K), no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer, donation or distribution or plan entry, plan establishment or plan existence or foreclosure (other than a filing on a Form 5 made after the expiration of the Restricted Period referred to above).

If the undersigned is an officer or director of the Company, (i) Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC on behalf of the Underwriters agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Restricted Securities, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acknowledge and agree that, in the event Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC on behalf of the Underwriters release or waive (the “Triggering Release”), in full or in part, any stockholder of the Company who beneficially owns at least one percent of the shares of Common Stock (such person, a “Triggering Stockholder”) from the restrictions of any lock-up agreement for the benefit of the Underwriters in connection with the Public Offering, then the undersigned shall automatically be released from this Letter Agreement to the same extent, with respect to the same percentage of Common Stock of the undersigned as the percentage of Common Stock being released in the Triggering Release with respect to the Common Stock held by the Triggering Stockholder (calculated as a percentage of the total outstanding shares of Common Stock held by the Triggering Stockholder)(such percentage, the “Specified Percentage”) at the time of the request of the Triggering Release. The provisions of this paragraph will not apply if (i) the release or waiver is granted to a holder of Common Stock in connection with a follow-on public offering of Common Stock pursuant to a registration statement on Form S-1 that is filed with the SEC and, if the undersigned has registration rights available to it under the Amended and Restated Registration Rights Agreement, dated as of November 13, 2019 (the “Registration Rights Agreement”), the undersigned has been given, and the undersigned has declined, the opportunity to participate in such public offering in accordance with the terms of the Registration Rights Agreement (for the avoidance of doubt, if the undersigned elects to participate in such public offering but with respect to a percentage of Common Stock of the undersigned that is less than the Specified Percentage, then any remaining Common Stock of the undersigned shall

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remain subject to this Letter Agreement) or (ii) the releases or waivers are granted to one or more any individual parties (whether in one or multiple releases) by Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC in an amount less than or equal to an aggregate of one percent of the shares of Common Stock, calculated immediately following the Public Offering. Notwithstanding any other provisions of this agreement, if Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC. determine in good faith that a Triggering Stockholder should be granted a discretionary release, waiver or termination due to customary circumstances of emergency or hardship, with respect to such Triggering Stockholder, then the undersigned shall not have any right to be granted a pro rata release pursuant to the terms of this paragraph.

In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Public Offering of the Securities and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Representatives may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Public Offering, the Representative and the other Underwriters are not making a recommendation to you to enter into this Letter Agreement, participate in the Public Offering or any related transactions, or sell any Shares at the price determined in the Public Offering, and nothing set forth in such disclosures is intended to suggest that any Representative or any Underwriter is making such a recommendation.

This Letter Agreement shall lapse and become null and void if (i) prior to entering into the Underwriting Agreement, the Company notifies Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and BofA Securities, Inc. in writing that the Company does not intend to proceed with the Public Offering through Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and BofA Securities, Inc. and files an application to withdraw the registration statement related to the Public Offering, (ii) the Company and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and BofA Securities, Inc. have not entered into the Underwriting Agreement on or before September 15, 2020, or (iii) for any reason the Underwriting Agreement terminates or is terminated prior to the Closing Date (as defined therein). The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.

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This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

Very truly yours,
Disco (Guernsey) Holdings L.P. Inc.
By: Disco (Guernsey) GP Co. Limited, its general partner
By:	/s/ Gordon Purvis
	Name: Gordon Purvis
	Title: Director

[Signature Page to Lock-Up Agreement]