Dynatrace, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • July 22nd, 2019 • Dynatrace Holdings LLC • Services-prepackaged software • New York
Dynatrace, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares and, at the election of the Underwriters, up to [•] additional shares of common stock, par value $0.001 per share (“Stock”), of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [•] shares of Stock and, at the election of the Underwriters, up to [•] additional shares of Stock. The aggregate of [•] shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [•] additional shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares a
DYNATRACE, INC. Indemnification AgreementIndemnification Agreement • July 22nd, 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 22nd, 2019 • Dynatrace Holdings LLC • Services-prepackaged software • Massachusetts
This Employment Agreement (“Agreement”) is made between Dynatrace LLC, a Delaware corporation (the “Company”), and John Van Siclen (the “Executive”) and is effective as of the effectiveness of the Company’s Form S-1 Registration Statement with the U.S. Securities and Exchange Commission (the “Effective Date”). Except with respect to the Restrictive Covenants Agreement, the Continuing Obligations, and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation the Severance Agreement between the Executive and the Company dated June 6, 2014 (the “Prior Agreement”), and (ii) any offer letter, employment agreement or severance agreement.
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”).
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
