Jamf Holding Corp. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification 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 2026
Indenture • 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).

Underwriting Agreement
Underwriting 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”.

INCREMENTAL FACILITY AMENDMENT NO. 1
Credit 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.

CREDIT AGREEMENT dated as of July 27, 2020 among JUNO PARENT LLC, as Holdings, JUNO INTERMEDIATE, INC., as Intermediate Holdings JAMF HOLDINGS, INC., as Borrower, The other Loan Parties Party Hereto, The Lenders Party Hereto and JPMORGAN CHASE BANK,...
Credit Agreement • July 29th, 2020 • Jamf Holding Corp. • Services-prepackaged software • New York

THIS CREDIT AGREEMENT, dated as of July 27, 2020 (as it may be 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.

JAMF HOLDING CORP. REGISTRATION RIGHTS AGREEMENT
Registration 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 Agreement
Underwriting 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

AMENDMENT AGREEMENT NO. 1
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

DIRECTOR NOMINATION AGREEMENT
Director 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 AGREEMENT
Master 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 AGREEMENT
Stock Option Agreement • June 30th, 2020 • Jamf Holding Corp. • Services-prepackaged software

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 PLAN
Restricted 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 PLAN
Option 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 PLAN
Rsu 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 AGREEMENT
Employment 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 PLAN
Sar 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”).

AMENDMENT AGREEMENT NO. 2
Amendment 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).

AMENDED AND RESTATED DIRECTOR NOMINATION AGREEMENT
Director 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”).

DEALER]1
Jamf 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.

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, 2021
Agreement 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”).