Dynatrace, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • November 17th, 2023 • Dynatrace, Inc. • Services-prepackaged software
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Dynatrace, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 10,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,500,000 additional shares (the “Optional Shares”) of common stock, par value $0.001 per share (“Stock”), of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
EMPLOYMENT AGREEMENTEmployment Agreement • August 2nd, 2023 • Dynatrace, Inc. • Services-prepackaged software • Massachusetts
This Employment Agreement (this “Agreement”) is made as of June 1, 2023 between Dynatrace LLC, a Delaware limited liability company, Dynatrace, Inc., a Delaware corporation that is the parent of Dynatrace LLC (“Parent”), and Daniel Zugelder (the “Executive”), and is effective as of the date the Executive commences employment with Dynatrace LLC, which shall be no later than July 5, 2023 (the “Effective Date”). Dynatrace LLC, Parent and their respective subsidiaries and other controlled affiliates are collectively referred to herein as the “Company,” and the duties of the Company set forth in this Agreement may be discharged by any entity within that definition.
DYNATRACE, INC. Indemnification AgreementIndemnification Agreement • July 25th, 2019 • Dynatrace Holdings LLC • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Dynatrace, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 7th, 2024 • Dynatrace, Inc. • Services-prepackaged software • New York
This Credit Agreement is entered into as of December 2, 2022 by and among Dynatrace Intermediate LLC, a Delaware limited liability company (“Holdings”), Dynatrace LLC, a Delaware limited liability company (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BMO Harris Bank, N.A. (“BMO”), as Administrative Agent as provided herein.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DYNATRACE LLCLimited Liability Company Agreement • July 22nd, 2019 • Dynatrace Holdings LLC • Services-prepackaged software • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Dynatrace LLC, a Delaware limited liability company (the “Company”), is dated as of the 23rd day of August, 2018, by Dynatrace Intermediate LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).
RESERVOIR PLACE MAIN WALTHAM, MASSACHUSETTS Lease Dated July 6, 2017Lease Agreement • July 5th, 2019 • Dynatrace Holdings LLC • Services-prepackaged software • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which Landlord and Tenant are the parties hereinafter named, and which relates to space in a certain building (the “Building”) known as Reservoir Place Main and with an address at 1601 Trapelo Road, Waltham, Massachusetts 02451.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 7th, 2024 • Dynatrace, Inc. • Services-prepackaged software • New York
This Credit Agreement is entered into as of December 2, 2022 by and among Dynatrace Intermediate LLC, a Delaware limited liability company (“Holdings”), Dynatrace LLC, a Delaware limited liability company (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BMO Bank, N.A. (“BMO”), as Administrative Agent as provided herein.
FORM OF GLOBAL PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE DYNATRACE, INC. 2019 EQUITY INCENTIVE PLANGlobal Performance Restricted Stock Unit Award Agreement • August 7th, 2024 • Dynatrace, Inc. • Services-prepackaged software • Delaware
Pursuant to the Dynatrace, Inc. 2019 Equity Incentive Plan, as amended through the date hereof (the “Plan”), Dynatrace, Inc. (the “Company”) hereby grants an award (an “Award”) of the target number of Restricted Stock Units listed above (the “Target Award”) to the Grantee named above, subject to the restrictions and conditions set forth herein, including the additional general terms and conditions for Grantees in countries outside the United States and any special terms and conditions for the Grantee’s country, all as set forth in the Appendix attached hereto (the “Appendix” and, together, the “Agreement”), and in the Plan. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.
TRANSITION AGREEMENTTransition Agreement • June 5th, 2023 • Dynatrace, Inc. • Services-prepackaged software • Massachusetts
This Transition Agreement (“Agreement”) is made between Dynatrace LLC, a Delaware limited liability company, Dynatrace, Inc., the parent of Dynatrace LLC (“Parent”) and Stephen Pace (the “Executive”). Dynatrace LLC, Parent and their respective subsidiaries and other controlled affiliates are collectively referred to herein as the “Company,” and the duties of the Company set forth in this Agreement may be discharged by any entity within that definition. Terms with initial capitalization not otherwise defined shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
FORM OF GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE DYNATRACE, INC. 2019 EQUITY INCENTIVE PLANGlobal Restricted Stock Unit Award Agreement • August 7th, 2024 • Dynatrace, Inc. • Services-prepackaged software • Delaware
Pursuant to the Dynatrace, Inc. 2019 Equity Incentive Plan as amended through the date hereof (the “Plan”), Dynatrace, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above, subject to the restrictions and conditions set forth herein, including the additional general terms and conditions for Grantees in countries outside the United States and any special terms and conditions for the Grantee's country, all as set forth in the Appendix attached hereto (the “Appendix” and, together, the “Agreement”), and in the Plan. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 6th, 2020 • Dynatrace, Inc. • Services-prepackaged software
This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of February 6, 2020 (this “Amendment”), by and among DYNATRACE LLC, a Delaware limited liability company (the “Borrower”), DYNATRACE INTERMEDIATE LLC, a Delaware limited liability company (“Holdings”), the Revolving Credit Lenders, the Term Lenders under the Credit Agreement (as defined below) consisting of at least the Required Lenders under the Credit Agreement and JEFFERIES FINANCE LLC (“Jefferies”), as Administrative Agent. Capitalized terms used but not defined in this Amendment shall have the meanings assigned thereto in the Credit Agreement.
MASTER STRUCTURING AGREEMENTMaster Structuring Agreement • July 25th, 2019 • Dynatrace Holdings LLC • Services-prepackaged software • Delaware
WHEREAS, on July 18, 2019 and pursuant to that certain Agreement and Plan of Merger, dated as of July 18, 2019, by and between Compuware Holdings, LLC, a Delaware limited liability company (“Compuware Holdings”), and Compuware Intermediate Holdings, LLC, a Delaware limited liability company (“Compuware Intermediate”), and attached hereto as Exhibit A, Compuware Holdings merged with and into Compuware Intermediate, with Compuware Intermediate continuing as the surviving company (the “Upstream Merger Into Compuware Intermediate”);
FIRST AMENDMENT TO LEASELease • May 25th, 2023 • Dynatrace, Inc. • Services-prepackaged software
FIRST AMENDMENT TO LEASE (the “First Amendment”) dated as of this 23rd day of August, 2019 by and between BP RESERVOIR PLACE LLC, a Delaware limited liability company (“Landlord”) and DYNATRACE LLC, a Delaware limited liability company (“Tenant”).
LEASE AGREEMENTLease Agreement • July 5th, 2019 • Dynatrace Holdings LLC • Services-prepackaged software
E M PL O Y M E N T C O N T R AC TEmployment Agreement • November 2nd, 2022 • Dynatrace, Inc. • Services-prepackaged software
FORM OF RESTRICTED STOCK AWARD AGREEMENT UNDER THE DYNATRACE, INC. 2019 EQUITY INCENTIVE PLANRestricted Stock Award Agreement • May 23rd, 2024 • Dynatrace, Inc. • Services-prepackaged software • Delaware
Pursuant to the Dynatrace, Inc. 2019 Equity Incentive Plan as amended through the date hereof (the “Plan”), Dynatrace, Inc. (the “Company”) hereby grants an award (an “Award”) of the number of shares of restricted stock (“Restricted Stock”) to the Grantee named above, subject to the restrictions and conditions set forth herein, including any additional terms and conditions for the Grantee’s country, as set forth in the Appendix attached hereto (the “Appendix” and, together, the “Agreement”), and in the Plan. Each share of Restricted Stock shall reflect one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.
SECOND AMENDMENT TO LEASELease • May 25th, 2023 • Dynatrace, Inc. • Services-prepackaged software
SECOND AMENDMENT TO LEASE (the “Second Amendment”) dated as of this 16th day of July, 2021 by and between BP RESERVOIR PLACE LLC, a Delaware limited liability company (“Landlord”) and DYNATRACE LLC, a Delaware limited liability company (“Tenant”).
SENIOR SECURED SECOND LIEN CREDIT AGREEMENT Dated as of August 23, 2018 among DYNATRACE LLC, as the Borrower, DYNATRACE INTERMEDIATE LLC, as Holdings, JEFFERIES FINANCE LLC, as Administrative Agent and Collateral Agent, and The Other Lenders Parties...Senior Secured Second Lien Credit Agreement • July 5th, 2019 • Dynatrace Holdings LLC • Services-prepackaged software • New York
This SENIOR SECURED SECOND LIEN CREDIT AGREEMENT (“Agreement”) is dated as of August 23, 2018, among, Dynatrace LLC, a Delaware limited liability company (the “Borrower”), Dynatrace Intermediate LLC, a Delaware limited liability company (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Jefferies Finance LLC (“Jefferies”), as Administrative Agent and Collateral Agent. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 1.01.
SECOND AMENDMENT AGREEMENT TO THE SUPPLEMENTARY AGREEMENT OF 29 MARCH 2023 TO THE LEASE AGREEMENT OF 28 MARCH 2017Second Amendment Agreement • February 8th, 2024 • Dynatrace, Inc. • Services-prepackaged software
Dynatrace Austria GmbH, FN 91482 h Am Fünfundzwanziger Turm 20, 4020 Linz (hereinafter referred to as Dynatrace) as party of the second part
AMENDMENT AGREEMENT TO THE SUPPLEMENTARY AGREEMENT OF 29 MARCH 2023 TO THE LEASE AGREEMENT OF 28 MARCH 2017Amendment Agreement • November 2nd, 2023 • Dynatrace, Inc. • Services-prepackaged software
Dynatrace Austria GmbH, FN 91482 h Am Fünfundzwanziger Turm 20, 4020 Linz (hereinafter referred to as Dynatrace) as party of the second part
SENIOR SECURED FIRST LIEN CREDIT AGREEMENT Dated as of August 23, 2018 among DYNATRACE LLC, as the Borrower, DYNATRACE INTERMEDIATE LLC, as Holdings, JEFFERIES FINANCE LLC, as Administrative Agent, Collateral Agent and an L/C Issuer, and The Other...Senior Secured First Lien Credit Agreement • July 5th, 2019 • Dynatrace Holdings LLC • Services-prepackaged software • New York
This SENIOR SECURED FIRST LIEN CREDIT AGREEMENT (“Agreement”) is dated as of August 23, 2018, among, Dynatrace LLC, a Delaware limited liability company (the “Borrower”), Dynatrace Intermediate LLC, a Delaware limited liability company (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Jefferies Finance LLC (“Jefferies”), as Administrative Agent, an L/C Issuer and Collateral Agent. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 1.01.
GLOBAL STOCK OPTION AGREEMENT UNDER THE DYNATRACE, INC. 2019 EQUITY INCENTIVE PLANGlobal Stock Option Agreement • May 23rd, 2024 • Dynatrace, Inc. • Services-prepackaged software • Delaware
Pursuant to the Dynatrace, Inc. 2019 Equity Incentive Plan as amended through the date hereof (the “Plan”) and this Global Stock Option Agreement, including the additional general terms and conditions for Optionees in countries outside the United States and any special terms and conditions for the Optionee’s country set forth in the Appendix attached hereto (the “Appendix” and, together, the “Agreement”), Dynatrace, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended. Capitalized terms in this Agreem
TAX MATTERS AGREEMENT by and between DYNATRACE HOLDINGS, LLC, and COMPUWARE SOFTWARE GROUP LLC Dated as of July [●], 2019Tax Matters Agreement • July 25th, 2019 • Dynatrace Holdings LLC • Services-prepackaged software • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of the day of [●], 2019, by and between Dynatrace Holdings, LLC, a Delaware limited liability company (“Dynatrace”), and Compuware Software Group LLC, a Delaware limited liability company (“Mainframe”). Each of Dynatrace and Mainframe is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2019 • Dynatrace Holdings LLC • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2019 by and among Dynatrace, Inc., a Delaware corporation (the “Company”), [Thoma Bravo Fund X, L.P., a Delaware limited partnership, Thoma Bravo Fund X-A, L.P., a Delaware limited partnership, Thoma Bravo Fund XI, L.P., a Delaware limited partnership, Thoma Bravo Fund XI-A, L.P., a Delaware limited partnership, Thoma Bravo Special Opportunities Fund I, L.P., a Delaware limited partnership and Thoma Bravo Special Opportunities Fund I AIV, L.P., a Delaware limited partnership (collectively, the “TB Funds”), Accolade Partners V, L.P., a Delaware limited partnership, AP Copper 2014 I, LLC, a Delaware limited liability company, AP Copper 2014 II, LLC, a Delaware limited liability company, AM 2014 CO C.V., a Dutch Commanditaire Vennootschap, Ares Capital Corporation, a Maryland corporation, Franklin Park Co-Investment Fund, L.P., a Delaware limited partnership, John Hancock Life Insurance Company (U.S.A.), a Michigan i
S U P P L E M E N T A R Y A G R E E M E N T to the lease of 28 March 2017Supplementary Agreement • May 25th, 2023 • Dynatrace, Inc. • Services-prepackaged software
EMPLOYMENT CONTRACTEmployment Contract • July 28th, 2021 • Dynatrace, Inc. • Services-prepackaged software
