INDEMNIFICATION AGREEMENTIndemnification Agreement • June 30th, 2020 • Jamf Holding Corp. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [·], 2020, between Jamf Holding Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
JAMF HOLDING CORP., as Issuer, JAMF SOFTWARE, LLC, as Subsidiary Guarantor, AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 17, 2021 0.125% Convertible Senior Notes due 2026Indenture • September 20th, 2021 • Jamf Holding Corp. • Services-prepackaged software • New York
INDENTURE dated as of September 17, 2021 among JAMF HOLDING CORP., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Subsidiary Guarantor (as defined in Section 1.01), as guarantor hereunder and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
INCREMENTAL FACILITY AMENDMENT NO. 1Credit Agreement • July 1st, 2021 • Jamf Holding Corp. • Services-prepackaged software • New York
THIS CREDIT AGREEMENT, dated as of July 27, 2020 (as amended July 1, 2021, and as it may be further amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, this “Agreement”), among JUNO PARENT, LLC, a Delaware limited liability company (“Holdings”), JUNO INTERMEDIATE, INC., a Delaware corporation (“Intermediate Holdings”), JAMF HOLDINGS, INC., a Minnesota corporation (the “Borrower”), the other Loan Parties party hereto from time to time, the Lenders party hereto from time to time, the Issuing Banks party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.
Underwriting AgreementUnderwriting Agreement • June 7th, 2021 • Jamf Holding Corp. • Services-prepackaged software • New York
The stockholders named in Schedule II hereto (the "Selling Stockholders") of Jamf Holding Corp., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this underwriting agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [·] shares of Common Stock, par value $0.001 per share (“Stock”) of the Company and, at the election of the Underwriters, up to [·] additional shares of Stock. The aggregate of [·] shares to be sold by the Selling Stockholders is herein called the "Firm Shares" and the aggregate of [·] additional shares to be sold by the Selling Stockholders is herein called the "Optional Shares". The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
Execution Version AMENDMENT NO. 2 THIS AMENDMENT NO. 2 (this “Agreement”), dated as of March 30, 2023, is made by and among Juno Parent, LLC, a Delaware limited liability company (“Holdings”), Juno Intermediate, Inc., a Delaware corporation...Credit Agreement • April 11th, 2023 • Jamf Holding Corp. • Services-prepackaged software • New York
JAMF HOLDING CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2020 • Jamf Holding Corp. • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 24, 2020 among Jamf Holding Corp., a Delaware corporation (the “Company”), and each of the investors listed on the signature pages hereto under the caption “Investors” (collectively, the “Investors”), each of the executives who executes a Joinder as an “Executive” (collectively, the “Executives”), and each other Person who executes a Joinder as an “Other Holder” (collectively, the “Other Holders”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
Jamf Holding Corp. Common Stock Underwriting AgreementUnderwriting Agreement • July 27th, 2020 • Jamf Holding Corp. • Services-prepackaged software • New York
Jamf Holding Corp., 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 13,500,000 shares of Common Stock, par value $0.001 per share (“Stock”) of the Company and the stockholders named in Schedule II hereto (the "Selling Stockholders") propose, subject to the terms and conditions stated in this this Agreement, to sell to the Underwriters an aggregate of 4,500,000 shares and, at the election of the Underwriters, up to 2,700,000 additional shares of Stock. The aggregate of 13,500,000 shares to be sold by the Company and 4,500,000 shares to be sold by the Selling Stockholders is herein called the "Firm Shares" and the aggregate of 2,700,000 additional shares to be sold by the Selling Stockholders is herein called the "Optional Shares". The Firm Shares and the Optional Shares that the Underwriters elect to purc
Ian Goodkind Chanhassen, MN. 55317Employment and Restrictive Covenants Agreement • August 12th, 2022 • Jamf Holding Corp. • Services-prepackaged software
This is your employment agreement with JAMF Holdings Inc., a Minnesota corporation (as such company’s name may change from time to time and such company’s successors and assigns, the “Company”). . The Company is a wholly-owned indirect subsidiary of Jamf Holding Corp., a Delaware corporation (“Parent”). We are very excited about this opportunity and value the role that you can serve on our team going forward.
AMENDMENT AGREEMENT NO. 1Credit Agreement • June 30th, 2020 • Jamf Holding Corp. • Services-prepackaged software • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of November 13, 2017, is made among Juno Merger Sub, Inc., a Minnesota corporation (“Merger Sub” and, prior to the consummation of the Closing Date Acquisition, the “Borrower”), upon consummation of the Closing Date Acquisition, JAMF Holdings, Inc., a Minnesota corporation (“JAMF” and, as the surviving entity after giving effect to the Closing Date Acquisition, the “Borrower”), Juno Intermediate, Inc., a Delaware corporation (“Intermediate Holdings”), as a Guarantor, Juno Parent, LLC, a Delaware limited liability company (“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) from time to time party hereto, the Lenders from time to time party hereto Golub Capital Markets LLC (“Golub”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and a
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 27th, 2020 • Jamf Holding Corp. • Services-prepackaged software • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of July 24, 2020, by and among Jamf Holding Corp., a Delaware corporation (the “Company”), Vista Equity Partners Fund VI, L.P., Vista Equity Partners Fund VI-A, L.P., VEPF VI FAF, L.P., VEPF VI Co-Invest 1, L.P., Vista Co-Invest Fund 2017-1, L.P. (collectively referred to herein as the “Vista Funds”) and VEP Group, LLC (“VEP Group” and, together with the Vista Funds and their Affiliates (as defined herein), “Vista”). 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”).
MASTER SERVICES AGREEMENTMaster Services Agreement • June 30th, 2020 • Jamf Holding Corp. • Services-prepackaged software • California
This Master Services Agreement (this “Agreement”) is made and effective as of November 13, 2017 (the “Effective Date”) by and between Vista Consulting Group, LLC (“VCG”) and JAMF Holdings, Inc. (“Service Recipient”). Each of VCG and Service Recipient may be referred to herein as a “Party” or the “Parties”.
CREDIT AGREEMENT dated as of November 13, 2017, among JUNO MERGER SUB, INC., as Merger Sub and the initial Borrower, JAMF HOLDINGS, INC., as the surviving entity after the Closing Date Acquisition and thereafter as the Borrower, JUNO INTERMEDIATE,...Credit Agreement • June 30th, 2020 • Jamf Holding Corp. • Services-prepackaged software • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of November 13, 2017, is made among Juno Merger Sub, Inc., a Minnesota corporation (“Merger Sub” and, prior to the consummation of the Closing Date Acquisition, the “Borrower”), upon consummation of the Closing Date Acquisition, JAMF Holdings, Inc., a Minnesota corporation (“JAMF” and, as the surviving entity after giving effect to the Closing Date Acquisition, the “Borrower”), Juno Intermediate, Inc., a Delaware corporation (“Intermediate Holdings”), as a Guarantor, Juno Parent, LLC, a Delaware limited liability company (“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) from time to time party hereto, the Lenders from time to time party hereto Golub Capital Markets LLC (“Golub”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and a
STOCK OPTION AGREEMENTStock Option Agreement • June 30th, 2020 • Jamf Holding Corp. • Services-prepackaged software • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 20[ ] (the “Grant Date”), between Juno Topco, Inc., a Delaware corporation (the “Company”), and [ ] (“Optionholder”).
RESTRICTED SHARES AWARD AGREEMENT JAMF HOLDING CORP. OMNIBUS INCENTIVE PLANRestricted Shares Award Agreement • June 30th, 2020 • Jamf Holding Corp. • Services-prepackaged software
Jamf Holding Corp. (the “Company”) grants to the Participant named below (“you”) the number of Restricted Shares set forth below (the “Award”), under this Restricted Shares Award Agreement (“Agreement”).
OPTION AWARD AGREEMENT JAMF HOLDING CORP. OMNIBUS INCENTIVE PLANOption Award Agreement • June 30th, 2020 • Jamf Holding Corp. • Services-prepackaged software
Jamf Holding Corp. (the “Company”) grants to the Participant named below (“you”) [an Incentive/a Nonstatutory] Stock Option to purchase the number of Shares set forth below (the “Option”), under this Option Award Agreement (“Agreement”).
RSU AWARD AGREEMENT JAMF HOLDING CORP. OMNIBUS INCENTIVE PLANRsu Award Agreement • June 30th, 2020 • Jamf Holding Corp. • Services-prepackaged software
Jamf 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”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2021 • Jamf Holding Corp. • Services-prepackaged software
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is made by and between JAMF Holdings, Inc., a Minnesota corporation (the “Company”), and Dean Hager (the “Executive”), effective as of April 22, 2021 (the “First Amendment Effective Date”). Capitalized terms used in this First Amendment but not otherwise defined in this First Amendment will have the respective meanings assigned to such terms in the Employment Agreement (as defined below).
SAR AWARD AGREEMENT JAMF HOLDING CORP. OMNIBUS INCENTIVE PLANSar Award Agreement • June 30th, 2020 • Jamf Holding Corp. • Services-prepackaged software
Jamf Holding Corp. (the “Company”) grants to the Participant named below (“you”) the number of Stock Appreciation Rights (“SARs”) set forth below (the “Award”), under this SAR Award Agreement (“Agreement”).
DEALER]1Jamf Holding Corp. • September 20th, 2021 • Services-prepackaged software
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) and [ISSUER] (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
AMENDMENT AGREEMENT NO. 2Amendment Agreement • June 30th, 2020 • Jamf Holding Corp. • Services-prepackaged software • New York
This AMENDMENT AGREEMENT NO. 2 (this “Agreement”), dated as of April 12, 2019, is made by and among JAMF HOLDINGS, INC., a Minnesota corporation (“Borrower”), Juno Intermediate, Inc., a Delaware corporation (“Intermediate Holdings”), as a Guarantor, Juno Parent, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, each of the other Guarantors from time to time party hereto, the Lenders from time to time party hereto, and Golub Capital Markets LLC (“Golub”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”) under, and as defined in, the Credit Agreement (as defined below).
Dean Hager Re: Transition and Retirement Dear Dean:Letter Agreement • May 4th, 2023 • Jamf Holding Corp. • Services-prepackaged software
This letter (“Letter Agreement”) memorializes the following agreement regarding your transition and retirement from JAMF Holdings, Inc. (the “Company”) and Jamf Holding Corp. (“Parent”):
AMENDED AND RESTATED DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • September 2nd, 2020 • Jamf Holding Corp. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of September 1, 2020, by and among Jamf Holding Corp., a Delaware corporation (the “Company”), Vista Equity Partners Fund VI, L.P., Vista Equity Partners Fund VI-A, L.P., VEPF VI FAF, L.P., VEPF VI Co-Invest 1, L.P., Vista Co-Invest Fund 2017-1, L.P. (collectively referred to herein as the “Vista Funds”) and VEP Group, LLC (“VEP Group” and, together with the Vista Funds and their Affiliates (as defined herein), “Vista” and each entity, a “Vista Entity”).
John Strosahl Re: Employment with JAMF Holdings, Inc. Dear John:Employment and Restrictive Covenants Agreement • May 4th, 2023 • Jamf Holding Corp. • Services-prepackaged software
This is your amended and restated employment agreement with JAMF Holdings, Inc., a Minnesota corporation (as such company’s name may change from time to time and such company’s successors and assigns, the “Company”). It sets forth the terms of your continued employment by the Company, which shall be effective as of September 2, 2023 (the “Effective Date”) so long as you remain employed by the Company through the Effective Date. Prior to the Effective Date, your employment will remain subject to the terms and conditions of your employment agreement with the Company dated November 20, 2017, as amended April 22, 2021 (the “Existing Letter”). The Company is a wholly-owned indirect subsidiary of Jamf Holding Corp., a Delaware corporation (“Parent”). We are very excited about this opportunity and value the role that you will serve on our team going forward.
INCREMENTAL FACILITY AMENDMENT NO. 1 This INCREMENTAL FACILITY AMENDMENT NO. 1 (this “Agreement”), dated as of July 1, 2021, is made by and among Juno Parent, LLC, a Delaware limited liability company (“Holdings”), Juno Intermediate, Inc., a Delaware...Execution Version Credit Agreement • August 20th, 2021 • Jamf Holding Corp. • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER AMONG JAMF HOLDING CORP., JAMF SOFTWARE, LLC, WHITE WOLF MERGER SUB, INC., WANDERA, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS REPRESENTATIVE OF THE COMPANY EQUITYHOLDERS MAY 5, 2021Agreement and Plan of Merger • May 11th, 2021 • Jamf Holding Corp. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 5, 2021 by and among JAMF Holding Corp. (“Ultimate Parent”), a Delaware corporation, solely for the purposes of its obligations set forth in Section 10.3(c), JAMF Software, LLC, a Minnesota limited liability company (“Parent”), White Wolf Merger Sub, Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”), Wandera, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Company Equityholders (the “Representative”).
