Dynatrace, Inc. Sample Contracts

Dynatrace, Inc. Common Stock, par value $0.001 per share Underwriting Agreement
Underwriting 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”.

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DYNATRACE, INC. Indemnification Agreement
Indemnification 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”).

EMPLOYMENT AGREEMENT
Employment 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.

Credit Agreement Dated as of December 2, 2022 among Dynatrace LLC, The Guarantors from time to time party hereto, the Lenders from time to time party hereto, and BMO HARRIS BANK, N.A., as Administrative Agent BMO Capital Markets Corp., BOFA...
Credit Agreement • December 5th, 2022 • 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 LLC
Limited 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, 2017
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.

TRANSITION AGREEMENT
Transition 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).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit 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.

FORM OF GLOBAL PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE DYNATRACE, INC. 2019 EQUITY INCENTIVE PLAN
Performance Restricted Stock Unit Award Agreement • August 2nd, 2023 • 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.

MASTER STRUCTURING AGREEMENT
Master 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 LEASE
Lease • 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 AGREEMENT
Lease 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 T
Dynatrace, Inc. • November 2nd, 2022 • Services-prepackaged software
SECOND AMENDMENT TO LEASE
Lease • 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 2017
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 2017
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.

FORM OF GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE DYNATRACE, INC.
Global Restricted Stock Unit Award Agreement • August 2nd, 2023 • 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.

TAX MATTERS AGREEMENT by and between DYNATRACE HOLDINGS, LLC, and COMPUWARE SOFTWARE GROUP LLC Dated as of July [●], 2019
Tax 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 AGREEMENT
Registration 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 2017
Dynatrace, Inc. • May 25th, 2023 • Services-prepackaged software
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EMPLOYMENT CONTRACT
Employment Contract • July 28th, 2021 • Dynatrace, Inc. • Services-prepackaged software
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