INDEMNIFICATION AGREEMENTIndemnification Agreement • September 29th, 2020 • Datto Holding Corp. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [●], 2020, between Datto Holding Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
●] Shares DATTO HOLDING CORP. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 14th, 2020 • Datto Holding Corp. • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER by and among KNOCKOUT PARENT INC., KNOCKOUT MERGER SUB INC., DATTO HOLDING CORP., KASEYA HOLDINGS INC., solely for the limited purposes set forth herein and KASEYA INC., solely for the limited purposes set forth herein...Merger Agreement • June 23rd, 2022 • Datto Holding Corp. • Services-prepackaged software • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 11, 2022, by and among Knockout Parent Inc., a Delaware corporation and a wholly owned subsidiary of Kaseya Inc (“Parent”), Knockout Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Datto Holding Corp., a Delaware corporation (the “Company”), solely for purposes of Section 3.30, Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.6, Section 4.10, Section 4.16, Section 4.17, Section 6.2 and Section 6.13, Kaseya Holdings Inc., a Delaware corporation (“Kaseya Parent”) and, solely for purposes of Section 3.30, Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.6, Section 4.10, Section 4.12, Section 4.16, Section 4.17, Section 6.4 and Section 6.13, Kaseya Inc., a Delaware corporation (“Kaseya Inc.”). Each of Parent, Merger Sub and the Company are sometimes referred to herein as a “Party.” All capitalized terms that are used in this Agr
MASTER SERVICES AGREEMENTMaster Services Agreement • October 19th, 2020 • Datto Holding Corp. • Services-prepackaged software • California
This Master Services Agreement (this “Agreement”) is made and effective as of December 7, 2017 (the “Effective Date”) by and between Vista Consulting Group, LLC, a Delaware limited liability company (“VCG”) and Datto, Inc., a Delaware corporation (“Service Recipient”). Each of VCG and Service Recipient may be referred to herein as a “Party” or the “Parties”.
CREDIT AGREEMENT dated as of April 2, 2019, among DATTO, INC., as Borrower, MERRITT HOLDCO, INC., as Holdings, THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as...Credit Agreement • September 29th, 2020 • Datto Holding Corp. • Services-prepackaged software • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of April 2, 2019, is made among Datto, Inc., a Delaware corporation (“Datto” and the “Borrower”), Merritt Holdco, Inc., a Delaware corporation (“Holdings”), as a Guarantor, each of the other Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) party hereto upon becoming a party hereto, the Lenders and Issuing Banks from time to time party hereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”), as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”) and as an Issuing Bank.
RSU AWARD AGREEMENT DATTO HOLDING CORP. OMNIBUS INCENTIVE PLANRsu Award Agreement • October 19th, 2020 • Datto Holding Corp. • Services-prepackaged software
Datto Holding Corp. (the “Company”) grants to the Participant named below (“you”) the number of restricted stock units (“RSUs”) set forth below (the “Award”), under this RSU Award Agreement (“Agreement”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • October 26th, 2020 • Datto Holding Corp. • Services-prepackaged software • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of October 23, 2020, by and among Datto Holding Corp., a Delaware corporation (the “Company”), Vista Foundation Fund II, L.P., Vista Foundation Fund II-A, L.P., VFF II FAF, L.P., Vista Foundation Fund II Executive, L.P., Vista Foundation Associates II, L.P., Merritt VI Aggregator, LLC (collectively referred to herein as the “Vista Funds”), VEP Group, LLC (“VEP Group” and, together with the Vista Funds and their Affiliates (as defined herein), “Vista”) and each of the Persons listed on Schedule I hereto (collectively, the “McChord Stockholders”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering (the “IPO”) of shares of its common stock, par value $0.001 per share (the “Common Stock”).
OPTION ROLLOVER AGREEMENTOption Rollover Agreement • October 30th, 2020 • Datto Holding Corp. • Services-prepackaged software • Delaware
This OPTION ROLLOVER AGREEMENT (this “Agreement”) is entered into as of _________ by and between Merritt Topco, Inc., a Delaware corporation (“Topco”), and ____________ (the “Rollover Holder”).
NON-EMPLOYEE OUTSIDE DIRECTOR RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • October 30th, 2020 • Datto Holding Corp. • Services-prepackaged software • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Datto Holding Corp. (formerly known as Merritt Topco, Inc.), a corporation organized in the State of Delaware (the “Company”), and the Participant specified above; and
CREDIT AGREEMENTCredit Agreement • October 29th, 2020 • Datto Holding Corp. • Services-prepackaged software • New York
THIS CREDIT AGREEMENT, dated as of October 23, 2020 (as it may be amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, this “Agreement”), among Datto, Inc., a Delaware corporation (“Datto” and the “Borrower”), Merritt Holdco, Inc., a Delaware corporation (“Holdings”), as a Loan Guarantor, each of the other Loan Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to them in Article I) party hereto upon becoming a party hereto, the Lenders and Issuing Banks from time to time party hereto, Morgan Stanley Senior Funding, Inc., as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”), as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”) and as an Issuing Bank.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2020 • Datto Holding Corp. • Services-prepackaged software
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is effective as of December 7, 2017, by and among Merritt Topco, Inc., a Delaware corporation (the “Company”), each of the Persons listed on Schedule I attached hereto (each such Person, a “VEP Stockholder” and collectively, the “VEP Stockholders”), each of the Persons listed on Schedule II attached hereto (each such Person, a “McChord Stockholder” and collectively, the “McChord Stockholders”), and each of the Persons listed on Schedule III attached hereto or who otherwise agree to be bound by the provisions hereof as a Management Stockholder by executing a joinder agreement (each such Person a “Management Stockholder” and collectively, the “Management Stockholders”) (the VEP Stockholders, the McChord Stockholders and the Management Stockholders are collectively referred to herein as the “Stockholders,” and each as a “Stockholder”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exh
