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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 13, 2024
JAMF HOLDING CORP.
(Exact name of registrant as specified in its charter)
| Delaware |
001-39399 |
82-3031543 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
| |
|
|
100 Washington Ave S, Suite 1100
Minneapolis, MN |
|
55401 |
| (Address of principal executive offices) |
|
(Zip Code) |
(612) 605-6625
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨ Emerging
growth company
¨ If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of the
Act:
| Title of each class |
Trading
Symbol(s) |
Name of each exchange on which
registered |
| Common Stock, $0.001 par value |
JAMF |
The NASDAQ Stock Market LLC |
Item 8.01. Other Events.
On May 13, 2024, Jamf Holding Corp. (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Goldman Sachs &
Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”)
and the selling stockholders named in Schedule II thereto (the “Selling Stockholders”).
Pursuant
to the terms of the Underwriting Agreement, the Selling Stockholders agreed to sell an aggregate of 8,956,522 shares of the Company’s
common stock, $0.001 par value per share (the “Common Stock”), to the Underwriters at a price per share of $17.52 (the “Offering”).
In addition, the Selling Stockholders granted the Underwriters an option to purchase, for a period of 30 calendar days from May
13, 2024, up to an additional 1,043,478 shares of Common Stock. The Company will not receive any proceeds from the sale of the Common
Stock by the Selling Stockholders.
In addition, pursuant to the terms of the
Underwriting Agreement, the Company agreed to purchase an aggregate of 2,000,000 shares of Common Stock that are the subject of the
Offering from the Underwriters at the same per share price to be paid by the Underwriters to the Selling Stockholders in the
Offering (or $17.52) (the “Stock Repurchase”). The Company funded the concurrent Stock Repurchase with existing cash on
hand.
The Offering was registered under the Securities
Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s automatic shelf registration statement on
Form S-3 (File No. 333-265821) filed on June 24, 2022, as supplemented by a preliminary prospectus supplement dated May 13, 2024 and final
prospectus supplement dated May 13, 2024. The Underwriting Agreement contains customary representations, warranties and covenants, customary
conditions to closing, indemnification obligations of the Company, the Selling Stockholders and the Underwriters, including for liabilities
under the Securities Act and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting
Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement,
and may be subject to limitations agreed upon by the contracting parties. A copy of the Underwriting Agreement is attached as Exhibit
1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement does
not purport to be complete and is qualified in its entirety by reference to such exhibit.
On May 13, 2024, the Company issued a press release announcing the
launch of the Offering. On May 14, 2024, the Company issued a press release announcing the pricing of the Offering. Copies of these press
releases are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this report and are incorporated herein by reference. The Offering
closed on May 16, 2024.
This information in Exhibits 99.1 and 99.2 is intended to be furnished under Item 8.01 of Form 8-K, and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference
in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
In connection with the Offering, the legal opinion as to the legality
of the Securities is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference into the Company’s
Registration Statement on Form S-3 (File No. 333-265821) filed with the Securities and Exchange Commission, on
which the Securities were registered.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
JAMF HOLDING CORP. |
| |
|
| Date: May 16, 2024 |
By: |
/s/ Jeff Lendino |
| |
Name: |
Jeff Lendino |
| |
Title: |
Chief Legal Officer |
Exhibit 1.1
Execution Version
Jamf Holding Corp.
Common Stock
Underwriting Agreement
May 13, 2024
Morgan Stanley & Co. LLC
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
As representatives (the “Representatives”) of the several
Underwriters
named in Schedule I hereto,
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
c/o Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Ladies and Gentlemen:
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 8,956,522 shares of Common Stock, par value $0.001 per share
(“Stock”) of the Company and, at the election of the Underwriters, up to 1,043,478 additional shares of Stock. The aggregate
of 8,956,522 shares to be sold by the Selling Stockholders is herein called the "Firm Shares" and the aggregate of 1,043,478
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”.
To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used
herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the
context requires. In addition, to the extent that there is not more than one Selling Stockholder named in Schedule II, the
term Selling Stockholders shall mean either the singular or plural as the context requires.
Subject to the sale of the
Firm Shares by the Selling Stockholders to the Underwriters in compliance with the terms of this Agreement, the Underwriters have agreed
to sell to the Company, and the Company has agreed to purchase from the Underwriters (the “Share Repurchase”), an aggregate
of 2,000,000 shares of Stock (such shares, the “Repurchase Shares”) pursuant to Section 2 of this Agreement.
| 1. |
(a) | The Company represents
and warrants to, and agrees with, each of the Underwriters that: |
(i) An “automatic
shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Act”)
on Form S–3 (File No. 333-265821) in respect of the Shares has been filed with the Securities and Exchange Commission
(the “Commission”) not earlier than three years prior to the date hereof; such registration statement, and any post-effective
amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement or any part
thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the
Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto
pursuant to Rule 401(g)(2) under the Act has been received by the Company (the base prospectus filed as part of such registration
statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter
called the “Basic Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the
Shares filed with the Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”;
the various parts of such registration statement, including all exhibits thereto but excluding Form T-1 and including any prospectus
supplement relating to the Shares that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration
statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called
the “Registration Statement”; the Basic Prospectus, as amended and supplemented, immediately prior to the Applicable Time
(as defined in Section 1(a)(iii) hereof) is hereinafter called the “Pricing Prospectus”; the form of the final
prospectus, relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof
is hereinafter called the “Prospectus”; any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item
12 of Form S–3 under the Act, as of the date of such prospectus; any reference to any amendment or supplement to the Basic
Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the
Registration Statement, any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(b) under
the Act and any documents filed under the Exchange Act (defined below), and incorporated therein, in each case after the date of the
Basic Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; any reference to any amendment to the Registration
Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of
the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the prospectus contained
in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating
to the Shares is hereinafter called an “Issuer Free Writing Prospectus”);
(ii) (a) No
order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission,
and (b) each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the
Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with the Underwriter Information (as defined in Section 9(c) of this Agreement);
(iii) For
the purposes of this Agreement, the “Applicable Time” is 6:20 p.m. (Eastern time) on the date of this Agreement; the
Pricing Prospectus, as supplemented by the information listed on Schedule III(b) hereto, taken together (collectively, the
“Pricing Disclosure Package”), as of the Applicable Time did not include any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading; and each Issuer Free Writing Prospectus does not conflict with the information included or incorporated by reference
in the Registration Statement, the Pricing Prospectus or the Prospectus, and each Issuer Free Writing Prospectus, as supplemented by
and taken together with the Pricing Disclosure Package, as of the Applicable Time, did not, and as of each Time of Delivery, will not,
include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty
shall not apply to statements or omissions made in reliance upon and in conformity with the Underwriter Information;
(iv) The
Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus
will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder
and do not and will not, as of the applicable effective date as to each part of the Registration Statement, as of the applicable filing
date as to the Prospectus and any amendment or supplement thereto, and as of each Time of Delivery, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in
conformity with the Underwriter Information;
(v) Neither
the Company nor any of its subsidiaries has, since the date of the latest audited financial statements included or incorporated by reference
in the Pricing Prospectus, (a) sustained any material loss or interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree or (b) entered
into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries
taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries
taken as a whole, in each case otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates
as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been (1) any change in
the capital stock (other than as a result of (x) the exercise or settlement (including any “net” or “cashless”
exercises or settlement), if any, of stock options or the award, if any, of stock options or restricted stock units or the award, vesting
or settlement, if any, of stock options or restricted stock units in the ordinary course of business pursuant to the Company’s
equity plans that are described in the Pricing Prospectus and the Prospectus, (y) the repurchase upon termination of employment
or services pursuant to agreements providing for the right of such repurchase of shares of capital stock granted under the Company’s
equity plans that are described in the Pricing Prospectus and the Prospectus or (z) the issuance, if any, of stock upon conversion
of Company securities as described in the Pricing Prospectus and the Prospectus) or long-term debt of the Company or any of its subsidiaries
or (2) any Material Adverse Effect (as defined below); as used in this Agreement, “Material Adverse Effect” shall mean
any material adverse change or effect, or any development involving a prospective material adverse change or effect, in or affecting
(A) the business, properties, the general affairs, management, financial position, stockholders’ equity or results of operations
of the Company and its subsidiaries, taken as a whole, except as set forth or contemplated in the Pricing Prospectus or (B) the
ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated in the Pricing
Prospectus and the Prospectus, including the Share Repurchase;
(vi) The
Company and its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all personal
property owned by them (other than with respect to Intellectual Property (as defined below) as to which the representation in Section 1(a)(xxvii) shall
apply), in each case free and clear of all liens, encumbrances and defects except such as are described in the Pricing Prospectus or
such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property
by the Company and its subsidiaries, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect;
and any real property and buildings held under lease by the Company and its subsidiaries are held by them under, to the knowledge of
the Company, valid, subsisting and enforceable leases, and with such exceptions as are not material and do not materially interfere with
the use made and proposed to be made of such property and buildings by the Company and its subsidiaries;
(vii) Each
of the Company and each of its “significant subsidiaries” as defined in Rule 1-02 of Regulation S-X (the “Significant
Subsidiaries”) has been (a) duly organized and is validly existing to the extent such concept is applicable and in good standing
(or foreign equivalent) under the laws of its jurisdiction of organization, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Pricing Prospectus, and (b) duly qualified as a foreign corporation for
the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or
conducts any business so as to require such qualification, except, in the case of this clause (b), where the failure to be so qualified
or in good standing (or foreign equivalent) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect; and each subsidiary of the Company has been listed in the Registration Statement;
(viii) The
Company has an authorized capitalization as set forth in the Pricing Prospectus and all of the issued shares of capital stock of the
Company, including the Shares to be sold by the Selling Stockholders, have been duly and validly authorized and issued and are fully
paid and non-assessable and conform in all material respects to the description of the Stock contained in the Pricing Disclosure Package
and the Prospectus; and all of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized
and issued, are fully paid and non-assessable and (except, in the case of any foreign subsidiary, for directors’ qualifying shares)
are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for such liens
or encumbrances described in the Pricing Prospectus and the Prospectus;
(ix) In
the case of each Selling Stockholder who is selling unissued Shares issuable upon the exercise of options (the "Options") to
be exercised by such Selling Stockholder (each such Selling Stockholder, an "Optionholder"), (a) such unissued Shares
have been duly authorized by the Company and validly and reserved for issuance, and at each Time of Delivery with respect to such Shares,
such Shares will be issued and delivered in accordance with the provisions of the applicable stock option agreements between the Company
and such Optionholder pursuant to which such Options were granted (the "Option Agreements") and will be validly issued, fully
paid and non-assessable and will conform in all material respects to the description of the Stock contained in the Pricing Disclosure
Package and the Prospectus, (b) the Options were duly authorized and issued pursuant to the Option Agreements and constitute valid
and binding obligations of the Company and the Optionholders are entitled to the benefits provided by the Option Agreements, and (c) the
Option Agreements were duly authorized, executed and delivered and constitute valid and legally binding agreements enforceable against
the Company in accordance with their terms except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws
affecting creditors' rights generally or by equitable principles relating to enforceability;
(x) The
compliance by the Company with this Agreement and the consummation of the transactions contemplated in this Agreement and the Pricing
Prospectus, including the Share Repurchase, will not conflict with or result in a breach or violation of any of the terms or provisions
of, or constitute a default under, (a) any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument
to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any
of the property or assets of the Company or any of its subsidiaries is subject, (b) the certificate of incorporation or by-laws
(or other applicable organizational document) of the Company or any of its subsidiaries, or (c) any statute or any judgment, order,
rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or
any of their properties except, in the case of clause (a) and (c) for such defaults, breaches, violations, judgments, orders,
rules and regulations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body
is required for the consummation by the Company of the transactions contemplated by this Agreement, including the Share Repurchase, except
such as have been obtained under the Act, the approval by the Financial Industry Regulatory Authority, Inc. (“FINRA”)
of the underwriting terms and arrangements and such consents, approvals, authorizations, orders, registrations or qualifications as may
be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters
and the consummation of the Share Repurchase;
(xi) Neither
the Company nor any of its Significant Subsidiaries is (a) in violation of its certificate of incorporation or by-laws (or other
applicable organizational document), (b) in violation of any statute or any judgment, order, rule or regulation of any court
or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (c) in
default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed
of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be
bound, except, in the case of the foregoing clauses (b) and (c), for such defaults as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect;
(xii) The
statements set forth in the Pricing Prospectus and the Prospectus under the caption “Description of Capital Stock”, insofar
as they purport to constitute a summary of the terms of the Stock, under the caption “Material U.S. Federal Income and Estate Tax
Consequences to Non-U.S. Holders”, and under the caption “Underwriting”, insofar as they purport to describe the provisions
of the laws and documents referred to therein, are accurate, complete and fair in all material respects;
(xiii) Other
than as set forth in the Pricing Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its
subsidiaries, or, to the Company’s knowledge, any officer or director of the Company is a party or of which any property of the
Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries (or such officer
or director), would individually or in the aggregate reasonably be expected to have a Material Adverse Effect; and, to the Company’s
knowledge, no such proceedings are threatened or contemplated by governmental authorities or others;
(xiv) The
Company is not, and after giving effect to the Share Repurchase, will not be an “investment company”, as such term is defined
in the Investment Company Act of 1940, as amended (the “Investment Company Act”);
(xv) (A) (i) At
the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying
with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant
to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (iii) at the time the Company or any person acting
on its behalf (within the meaning, for this clause only of Rule 163(c) under Act) made any offer relating to the Shares in
reliance on the exemption of Rule 163 under the Act, the Company was a “well-known seasoned issuer” as defined in Rule 405
under the Act; and (B) at the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest
time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under
the Act) of the Shares, and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405
under the Act;
(xvi) Ernst &
Young LLP, who have certified certain financial statements of the Company and its subsidiaries, are independent public accountants as
required by the Act and the rules and regulations of the Commission thereunder;
(xvii) The
Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that (a) complies with the requirements of the Exchange
Act applicable to the Company, (b) has been designed by the Company’s principal executive officer and principal financial
officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles and (c) is sufficient
to provide reasonable assurance that (1) transactions are executed in accordance with management’s general or specific authorization,
(2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting
principles and to maintain accountability for assets, (3) access to assets is permitted only in accordance with management’s
general or specific authorization, (4) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences, and (5) interactive data in eXtensible Business Reporting
Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus, the Pricing Prospectus and
the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s
rules and guidelines applicable thereto; and, except as described in the Registration Statement, the Pricing Prospectus and the
Prospectus, the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses
in its internal control over financial reporting (it being understood that this subsection shall not require the Company to comply with
Section 404 of the Sarbanes Oxley Act of 2002 (the “Sarbanes Oxley Act”) as of an earlier date than it would otherwise
be required to so comply under applicable law);
(xviii) Except
as described in the Registration Statement, the Pricing Prospectus and the Prospectus, since the date of the latest audited financial
statements included or incorporated by reference in the Pricing Prospectus, there has been no change in the Company’s internal
control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect,
the Company’s internal control over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors
of the Company have been advised of: (a) to the knowledge of the Company, all significant deficiencies and material weaknesses in
the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely
affect the Company’s ability to record, process, summarize and report financial information; and (b) to the knowledge of the
Company, any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s
internal controls over financial reporting;
(xix) Except
as described in the Registration Statement, the Pricing Prospectus and the Prospectus, the Company maintains disclosure controls and
procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange
Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries
is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and
such disclosure controls and procedures are effective;
(xx) This
Agreement has been duly authorized, executed and delivered by the Company;
(xxi) None
of the Company or any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or
other person while acting on behalf of the Company or any of its subsidiaries has (a) made, offered, promised or authorized any
unlawful contribution, gift, entertainment or other unlawful expense; (b) made, offered, promised or authorized any direct or indirect
unlawful payment to any foreign or domestic government official or employee, including of any government-owned or controlled entity or
of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any
political party or party official or candidate for political office; or (c) violated or is in violation of any provision of the
Foreign Corrupt Practices Act of 1977, the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption
law. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures
designed to promote and ensure compliance with, all applicable anti-bribery and anti-corruption laws;
(xxii) The
operations of the Company and its subsidiaries are and have been conducted at all times in compliance with the requirements of applicable
anti-money laundering laws, including, but not limited to, the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and
the rules and regulations promulgated thereunder, and the anti-money laundering laws of the various jurisdictions in which the Company
and its subsidiaries conduct business (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or
before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect
to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened;
(xxiii) None
of the Company or any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of
the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government,
including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), or the
U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked
person,” the European Union, His Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority
(collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or
territory that is currently the subject or the target of Sanctions, and the Company will not directly or indirectly use the proceeds
of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture
partner or other person or entity (a) to fund or facilitate any activities of or business with any person, or in any country or
territory, that, at the time of such funding, is the subject or the target of Sanctions or (b) in any other manner that will result
in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise)
of Sanctions. For the past ten years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged
in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of
Sanctions or with any country that is the subject or target of Sanctions;
(xxiv) The
financial statements included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus,
together with the related schedules (if any) and notes, present fairly, in all material respects, the financial position of the Company
and its subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company
and its subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted
accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if
any, present fairly in all material respects the information required to be stated therein in accordance with GAAP. The selected financial
data and the summary financial information included or incorporated by reference in the Registration Statement, the Pricing Prospectus
and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent
with that of the audited financial statements included or incorporated by reference therein. Except as included or incorporated by reference
therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement,
the Pricing Prospectus or the Prospectus under the Act or the rules and regulations promulgated thereunder. All disclosures included
or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus regarding “non-GAAP financial
measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation
G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the extent applicable;
(xxv) [Reserved];
(xxvi) Except
in all cases where such violation, claim, request, notice, proceeding, investigation or material capital expenditure would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) neither the Company nor any of its subsidiaries
is in violation of any applicable statute, law, rule, regulation, ordinance, code, rule of common law or order of or with any governmental
agency or body or any court, domestic or foreign, relating to the use, management, disposal or release of hazardous or toxic substances
or wastes or relating to pollution or the protection of the environment or human health or relating to exposure to hazardous or toxic
substances or wastes (collectively, “Environmental Laws”), (b) neither the Company nor any of its subsidiaries has received
any written claim, written request for information or written notice of liability or investigation arising under, relating to or based
upon any Environmental Laws, (c) neither the Company nor any of its subsidiaries is aware of any pending or threatened notice, claim,
proceeding or investigation which might lead to liability under Environmental Laws, (d) the Company does not anticipate incurring
material capital expenditures relating to compliance with Environmental Laws (including, without limitation, any capital or operating
expenditures required for clean-up, investigation or closure of properties or compliance with Environmental Laws or any permit, license,
approval, any related constraints on operating activities and any potential liabilities to third parties) and (e) neither the Company
nor any of its subsidiaries has been named as a “potentially responsible party” under the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended;
(xxvii) Except
as described in the Registration Statement, the Pricing Prospectus and the Prospectus or as would not reasonably be expected to have
a Material Adverse Effect, (a) the Company and its subsidiaries own, possess or, to the knowledge of the Company, can acquire on
commercially reasonable terms, adequate rights to use all patents, trademarks, service marks, trade names, domain names, copyrights,
software, licenses, know-how (including any trade secrets and any other unpatented and/or unpatentable proprietary or confidential information,
systems or procedures) and other technology and intellectual property or similar proprietary rights, including any and all registrations
and applications for registration thereof and any and all goodwill associated therewith (collectively, “Intellectual Property”)
used by them or necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted by them
as described in the Registration Statement, the Pricing Prospectus and the Prospectus (the “Company Intellectual Property”);
(b) neither the Company nor any of its subsidiaries has received any written notice, or otherwise has any knowledge, of any infringement
or misappropriation of, or conflict with, any asserted rights of others with respect to any Intellectual Property or of any Intellectual
Property that would render any Company Intellectual Property invalid, unenforceable or inadequate to protect the interest of the Company
and any of its subsidiaries therein; (c) to the Company’s knowledge, no third party has infringed, misappropriated or otherwise
violated any Company Intellectual Property; (d) all Company Intellectual Property owned by the Company and its subsidiaries is owned
solely and exclusively by the Company or one of its subsidiaries free and clear of all liens, encumbrances, defects or other restrictions
and, to the Company’s knowledge, there are no third parties who have ownership rights or rights to use, or have a claim over, any
Company Intellectual Property, except for (1) the retained rights of the owners of Company Intellectual Property which is licensed
to the Company or its subsidiaries and (2) the rights of customers, licensees, resellers and other channel partners to use Company
Intellectual Property in the ordinary course, consistent with past practice; (e) there is no pending, or to the Company’s
knowledge, threatened action, suit, proceeding or claim by others (1) challenging the Company’s or any of its subsidiaries’
rights in or to any Company Intellectual Property, (2) challenging the ownership, validity, enforceability or scope of any Company
Intellectual Property or (3) alleging that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates
any Intellectual Property rights of others, and in each case, the Company is not aware of any facts that would form the basis for any
such action, suit, proceeding or claim; (f) the Company and its subsidiaries have taken commercially reasonably steps consistent
with prevalent industry practices to (1) ensure that, and to the Company’s knowledge, no Company Intellectual Property has
been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company
or any of its subsidiaries, or otherwise in violation of the rights of any persons and (2) secure interests in any Company Intellectual
Property developed by their employees, consultants, agents and contractors in the course of their service to the Company or any of its
subsidiaries, including the execution of valid assignment agreements or licenses for the benefit of the Company and/or its subsidiaries
by such employees, consultants, agents and contractors under which they have assigned or licensed to the Company or its subsidiaries
all of their right, title and interest in and to any Company Intellectual Property and the rights associated therewith; (g) there
are no outstanding options, licenses or binding agreements of any kind relating to the Company Intellectual Property owned by the Company
or any of its subsidiaries that are required to be described in the Registration Statement, the Pricing Prospectus and the Prospectus
and are not so described; (h) the Company and its subsidiaries are not a party to or bound by any options, licenses or binding agreements
with respect to any Intellectual Property of any other person or entity that are required to be set forth in the Registration Statement,
the Pricing Prospectus and the Prospectus and are not so described; (i) any use by the Company and its subsidiaries of software
and other materials distributed under a “free,” “open source,” or similar licensing model (including but not
limited to the GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) (“Open Source
Materials”) is and has been in material compliance with all license terms applicable to such Open Source Materials; (j) neither
the Company nor any of its subsidiaries has used or distributed any Open Source Materials in a manner that requires or has required (1) the
Company or any of its subsidiaries to permit reverse engineering of any proprietary products or services of the Company or any of its
subsidiaries, or of any proprietary software code or other technology owned by the Company or any of its subsidiaries or (2) any
proprietary products or services of the Company or any of its subsidiaries, or any proprietary software code or other technology owned
by the Company or any of its subsidiaries, to be (x) disclosed or distributed in source code form, (y) licensed for the purpose
of making derivative works, or (z) redistributed at no charge or minimum charge, except, in the case of each of (1) and (2) above,
for the Open Source Materials themselves (and derivatives thereof); and (k) the Company and its subsidiaries have taken commercially
reasonable steps in accordance with prevalent industry practice to maintain the confidentiality of all Company Intellectual Property
the value of which to the Company or any of its subsidiaries is contingent upon maintaining the confidentiality thereof, including any
trade secrets and confidential information owned, used or held for use by the Company or any of its subsidiaries that the Company in
its reasonable business judgment wishes to maintain as trade secrets;
(xxviii) The
information technology systems, networks, equipment and software used by the Company or any of its subsidiaries in their respective businesses,
(collectively, the “IT Assets”) are adequate for the operation of the respective businesses of the Company and its subsidiaries
as currently conducted. Such IT Assets (a) operate and perform in all material respects in accordance with their documentation and
functional specifications and otherwise as required by the Company’s and its subsidiaries’ respective businesses as currently
conducted, (b) except as disclosed in the Registration Statement, the Pricing Prospectus and the
Prospectus, have not materially malfunctioned or failed since the Company’s inception, except as would not reasonably be
expected to have a Material Adverse Effect, and (c) are subject to industry standard scans for all viruses, “back doors,”
“Trojan horses,” “time bombs, “worms,” “drop dead devices” or other software or hardware components
that are designed or intended to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software or data material
to the business of the Company or any of its subsidiaries. The Company and its subsidiaries have implemented commercially reasonable
information technology security, backup and disaster recovery technology, processes, policies and procedures consistent with prevalent
industry practices. To the Company’s knowledge, no person has gained unauthorized access to any IT Asset since the Company’s
inception in a manner that has resulted or could reasonably be expected to result in a Material Adverse Effect;
(xxix) With
regard to their receipt, collection, handling, processing, sharing, transfer, usage, disclosure, interception, security, storage and
disposal of all personal, personally identifiable, household, sensitive, confidential or regulated data, or any other information that
(y) identifies or relates to a distinct individual, user account or device, including, without limitation, IP addresses, mobile
device identifiers, geolocation information and website usage activity data or (z) is directly linked to any such information (collectively,
“Personal and Device Data”), (a) the Company and its subsidiaries comply, and at all times have complied, in all material
respects with all applicable laws, regulations, judgments, orders and contractual obligations (including the European Union General Data
Protection Regulation) (“Privacy Legal Obligations”); (b) the Company and its subsidiaries (A) have implemented
commercially reasonable policies and procedures designed to ensure the Company and its subsidiaries comply in all material respects with
such Privacy Legal Obligations and (B) take appropriate steps that are reasonably designed to assure compliance with such policies
and procedures; (c) such policies and procedures comply in all material respects with all Privacy Legal Obligations; (d) the
Company and its subsidiaries maintain, and at all times have maintained, reasonable data security policies and procedures designed to
protect the confidentiality, security, and integrity of Personal and Device Data and to prevent unauthorized use of and access to Personal
and Device Data; (e) the Company and its subsidiaries have required and do require all third parties to which they provide any Personal
and Device Data to maintain the privacy and security of such Personal and Device Data and to comply with applicable Privacy Legal Obligations,
including by contractually requiring such third parties to protect such Personal and Device Data from unauthorized access, use and/or
disclosure; and there has been no material unauthorized access to, or use or disclosure of, Personal and Device Data maintained by or
for the Company or its subsidiaries; and (f) except as would not reasonably be expected to have a Material Adverse Effect, there
is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by or before any court or governmental
agency, authority or body alleging non-compliance with any Privacy Legal Obligation;
(xxx) There
are no persons with registration rights or other similar rights to have any securities registered pursuant to the Registration Statement
or otherwise registered by the Company under the Act except as have been validly waived or complied with;
(xxxi) The
Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed through the date
hereof or have requested extensions thereof and have paid all taxes required to be paid thereon, except for cases in which the failure
to file or pay would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; no tax deficiency
has been determined adversely to the Company or any of its subsidiaries (nor has the Company or any of its subsidiaries received written
notice of any tax deficiency that will be assessed or, to the Company’s knowledge, has been proposed by any taxing authority, which
could reasonably be expected to be determined adversely to the Company or its subsidiaries);
(xxxii) The
Company and each of its subsidiaries is insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as are, in the Company’s reasonable judgment, prudent and customary in the businesses in which the Company and
its subsidiaries are engaged; and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able
to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may
be necessary to continue its business;
(xxxiii) No
material labor dispute with or disturbance by the employees of the Company or any of its subsidiaries exists or, to the Company’s
knowledge, is threatened; and neither the Company nor any of its subsidiaries has received written notice of any existing, threatened
or imminent labor disturbance by the employees of any of its principal vendors, partners or contractors;
(xxxiv) Nothing
has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included
or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus is not based on or derived
from sources that are reliable and accurate in all material respects and, to the extent required, the Company has obtained the written
consent to the use of such data from such sources;
(xxxv) (a) Each
Plan (as defined below) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and
regulations, including but not limited to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and
the Internal Revenue Code of 1986, as amended (the “Code”); (b) no non-exempt prohibited transaction, within the meaning
of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan (excluding transactions effected
pursuant to a statutory or administrative exemption) that could reasonably be expected to result in any material liability to the Company
or its subsidiaries; (c) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302
of ERISA, no failure to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302
of ERISA), whether or not waived, has occurred or is reasonably expected to occur; (d) no “reportable event” (within
the meaning of Section 4043(c) of ERISA, other than those events as to which notice is waived) has occurred or is reasonably
expected to occur; (e) neither the Company nor any member of its “Controlled Group” (defined as any organization which
is a member of a controlled group of corporations within the meaning of Section 414 of the Code) has incurred, nor is reasonably
expected to incur, any liability under Title IV of ERISA (other than contributions to any Plan or any Multiemployer Plan (as defined
below) or premiums to the Pension Benefit Guaranty Corporation (the “PBGC”), in the ordinary course and without default)
in respect of a Plan or a Multiemployer Plan; and (f) there is no pending audit or investigation by the Internal Revenue Service,
the Department of Labor, the PBGC or any other governmental agency or any foreign regulatory agency with respect to any Plan. Each Plan
that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter
from the Internal Revenue Service or has time remaining to do so and, to the knowledge of the Company, nothing has occurred, whether
by action or by failure to act, which would reasonably be expected to cause the loss of such qualification. None of the following events
has occurred or is reasonably likely to occur: (a) a material increase in the aggregate amount of contributions required to be made
to all Plans by the Company or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount
of such contributions made in the Company and its subsidiaries’ most recently completed fiscal year; or (b) a material increase
in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Financial
Accounting Standards Board Accounting Standards Codification Topic 715) compared to the amount of such obligations in the Company and
its subsidiaries’ most recently completed fiscal year. For purposes of this paragraph, (A) the term “Plan” means
an employee benefit plan, within the meaning of Section 3(3) of ERISA, subject to Title IV of ERISA, but excluding any Multiemployer
Plan, for which the Company or any member of its Controlled Group has any liability and (B) the term “Multiemployer Plan”
means a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA;
(xxxvi) There
are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company
or any Underwriter for a brokerage commission, finder’s fee or other similar payment in connection with this offering;
(xxxvii) The
Company has taken all necessary actions to ensure that it is in compliance with all provisions of the Sarbanes-Oxley Act with which the
Company is required to comply as of the Applicable Time, and the Company is actively taking steps to ensure that it will be in compliance
with other provisions of the Sarbanes-Oxley Act that will become applicable to the Company subsequent to the Applicable Time;
(xxxviii) No
forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) included or incorporated
by reference in the Pricing Prospectus or the Prospectus has been made or reaffirmed by the Company without a reasonable basis or has
been disclosed by the Company other than in good faith;
(xxxix) There
is no debt of, or guaranteed by, the Company or any of its subsidiaries that is rated by a “nationally recognized statistical rating
organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act; and
(xl) The Company
has not sold or issued any securities during the six-month period preceding the date of the Prospectus, including any sales pursuant
to Rule 144A or Regulation D of the Act, other than (i) shares issued pursuant to employee benefit plans disclosed in the Pricing
Disclosure Package and the Prospectus, stock option plans or other employee compensation plans or pursuant to outstanding options, rights
or warrants or (ii) as disclosed in the Pricing Disclosure Package and the Prospectus.
(xli) The documents
incorporated by reference in the Pricing Prospectus and the Prospectus, when they became effective or were filed with the Commission,
as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so
filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective
or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange
Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and no
such documents were filed with the Commission since the Commission's close of business on the business day immediately prior to the date
of this Agreement and prior to the execution of this Agreement, except as set forth on Schedule III(d) hereto.
(b) Each
of the Selling Stockholders severally and not jointly represents and warrants to, and agrees with, each of the Underwriters and the Company
that:
(i) All
consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement
and, to the extent applicable to such Selling Stockholder, the Power of Attorney and the Custody Agreement referred to below, and for
the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder
has full right, power and authority to enter into this Agreement, and, to the extent applicable to such Selling Stockholder, the Power-of-Attorney
and the Custody Agreement, and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder;
(ii) The
sale of the Shares to be sold by such Selling Stockholder hereunder and the compliance by such Selling Stockholder with this Agreement,
and, to the extent applicable to such Selling Stockholder, the Power of Attorney and the Custody Agreement, and the consummation of the
transactions herein and therein contemplated will not (a) conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement, lease or other agreement
or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property
or assets of such Selling Stockholder is subject, (b) result in any violation of the provisions of the organizational documents,
limited liability company agreement or partnership agreement or other similar agreement, as applicable, of such Selling Stockholder or
(c) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or
body having jurisdiction over such Selling Stockholder or any of its subsidiaries or any property or assets of such Selling Stockholder,
except in the case of (a) and (c), for such violations that would not reasonably be expected to have a material adverse effect on
the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement; and no consent, approval, authorization,
order, registration or qualification of or with any such court or governmental body or agency is required for the performance by such
Selling Stockholder of its obligations under this Agreement, and, to the extent applicable to such Selling Stockholder, the Power of
Attorney and the Custody Agreement, and the consummation by such Selling Stockholder of the transactions contemplated by this Agreement
and, to the extent applicable to such Selling Stockholder, the Power of Attorney and the Custody Agreement, in connection with the Shares
to be sold by such Selling Stockholder hereunder, except the registration under the Act of the Shares and such consents, approvals, authorizations,
orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and
distribution of the Shares by the Underwriters;
(iii) Such
Selling Stockholder has (other than, in the case of any Optionholder, with respect to the Shares to be issued upon the exercise of Options),
and immediately prior to each Time of Delivery (as defined in Section 4 hereof) such Selling Stockholder will have, good and valid
title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code
(the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder hereunder at such Time of Delivery, free and
clear of all liens, encumbrances, equities or claims, except for any liens, encumbrances, equities or claims pursuant to the Custody
Agreement (if applicable to such Selling Stockholder); and, upon delivery of such Shares and payment therefor pursuant hereto, good and
valid title to such Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. For
purposes of this representation, such Selling Stockholder may assume that when delivery of such Shares, payment therefor pursuant hereto
and crediting of such Shares on the books of DTC (as defined below) to the securities accounts of the Underwriters occurs, (x) such
Shares will have been registered in the name of Cede & Co. or another nominee designated by DTC, in each case on the Company’s
share registry in accordance with its charter, bylaws or other organizational document and applicable law, (y) DTC will be registered
as a “clearing corporation” within the meaning of Section 8-102 of the UCC, and (z) appropriate entries to the
accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC;
(iv) Such
Selling Stockholder, if not a natural person, has been duly organized and is validly existing and in good standing (or foreign equivalent)
under the laws of its jurisdiction of organization, with power and authority (corporate and other) to enter into this Agreement;
(v) On
or prior to the date of the Pricing Prospectus, such Selling Stockholder has executed and delivered to the Underwriters an agreement
substantially in the form of Annex I hereto;
(vi) Such
Selling Stockholder has not taken and will not take, directly or knowingly indirectly, any action that is designed to or that has constituted
or might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of the Shares;
(vii) The
Registration Statement and Preliminary Prospectus did, and the Prospectus and any further amendments or supplements to the Registration
Statement and the Prospectus will, when they become effective or are filed with the Commission, as the case may be, not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein
not misleading; provided that such representations and warranties set forth in this clause (vii) apply, with respect to a Selling
Stockholder, only to statements or omissions made in the Registration Statement, the Preliminary Prospectus, the Prospectus and any further
amendments or supplements to the Registration Statement, the Preliminary Prospectus and the Prospectus that are made in reliance upon
and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use therein; provided,
further, that it is agreed that such information furnished by such Selling Stockholder to the Company consists only of (a) the legal
name, address and the number of Shares owned by such Selling Stockholder before and after the offering, (b) any biographical information
provided by the Selling Stockholder with regard to representatives of the Selling Stockholder that are members of the board of directors
of the Company and (c) the other information with respect to such Selling Stockholder (excluding percentages) which appear in the
table (and corresponding footnotes) under the caption “Principal and Selling Shareholders” (such information with respect
to such Selling Stockholder, the “Selling Stockholder Information”);
(viii) In
order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility
Act of 1982 with respect to the transactions herein contemplated, such Selling Stockholder will deliver to you prior to or at the First
Time of Delivery (as defined in Section 4 hereof) a properly completed and executed International Revenue Service Form W-8
or Form W-9, as applicable;
(ix) In
the case of each Selling Stockholder who is party to a Custody Agreement (each such Selling Stockholder, if any, being denoted with an
asterisk (“*”) on Schedule II hereto), certificates in negotiable form or book-entry securities entitlements representing
all of the Shares to be sold by such Selling Stockholder hereunder (other than, in the case of any Optionholder, the Shares to be issued
upon the exercise of Options), and each Selling Stockholder who is an Optionholder, duly completed and executed irrevocable Option exercise
notices (in the forms specified by the relevant Option Agreement) with respect to all of the Shares to be sold by such Selling Stockholders
hereunder, in each case have been placed in custody under a Custody Agreement, in the form heretofore furnished to you (the "Custody
Agreement"), duly executed and delivered by such Selling Stockholder to the custodian (the "Custodian"), and such Selling
Stockholder has, if they choose to appoint an attorney-in-fact, duly executed and delivered a Power of Attorney, in the form heretofore
furnished to you (the "Power of Attorney"), appointing the persons indicated in Schedule II hereto, and each of them, as such
Selling Stockholder's attorneys-in-fact (the "Attorneys-in-Fact") with authority to execute and deliver this Agreement on behalf
of such Selling Stockholder, to determine the purchase price to be paid by the Underwriters to the Selling Stockholders as provided in
Section 2 hereof, to authorize the delivery of the Shares to be sold by such Selling Stockholder hereunder, to authorize (if applicable)
the exercise of the Options to be exercised with respect to the Shares to be sold by such Selling Stockholder hereunder, and otherwise
to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement and the Custody Agreement;
(x) The
Shares and/or the irrevocable Option exercise notices, in either case held in custody for such Selling Stockholder under any Custody
Agreement, to the extent applicable to such Selling Stockholder, are subject to the interests of the Underwriters hereunder; the arrangements
made by such Selling Stockholder for such custody, and the appointment by such Selling Stockholder of the Attorneys-in-Fact by the Power
of Attorney, are to that extent irrevocable; the obligations of the Selling Stockholders hereunder shall not be terminated by operation
of law, whether by the death or incapacity of any individual Selling Stockholder or, in the case of an estate or trust, by the death
or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership or corporation,
by the dissolution of such partnership, limited liability company or corporation, or by the occurrence of any other event; if any individual
Selling Stockholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated,
or if any such partnership, limited liability company or corporation should be dissolved, or if any other such event should occur, before
the delivery of the Shares to be sold by such Selling Stockholder hereunder, certificates representing the Shares to be sold by such
Selling Stockholder hereunder shall be delivered by or on behalf of the Selling Stockholders in accordance with the terms and conditions
of this Agreement and, to the extent applicable to such Selling Stockholder, of the Custody Agreements; and, to the extent applicable
to such Selling Stockholder, actions taken by the Attorneys-in-Fact pursuant to the Powers of Attorney shall be as valid as if such death,
incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian, the Attorneys-in-Fact,
or any of them, shall have received notice of such death, incapacity, termination, dissolution or other event;
(xi) Such
Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder (a) in any manner that
will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor
or otherwise) of Sanctions, or (b) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving
of money, or anything else of value, to any person in violation of any Money Laundering Laws or any applicable anti-bribery or anti-corruption
laws; provided that the foregoing shall not apply with respect to the distribution of the proceeds of the offering to any of such Selling
Stockholder’s direct or indirect limited partners once such proceeds are no longer under the control of such Selling Stockholder
if prior to such distribution such Selling Stockholder has no knowledge that such proceeds will be used for any of the foregoing purposes;
and
(xii) In
the case of each Selling Stockholder who is party to a Custody Agreement and Power of Attorney, such Selling Stockholder is not prompted
by any material non-public information concerning the Company or any of its subsidiaries that is not disclosed in the Pricing Prospectus
to sell its Shares pursuant to this Agreement.
In addition, on or before
the date of this Agreement, the Underwriters shall have received a properly completed and executed certificate satisfying the beneficial
ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”), together with copies of identifying
documentation, from each Selling Stockholder, in form and substance reasonably satisfactory to the Underwriters, and each Selling Stockholder
undertakes to provide such additional supporting documentation as the Underwriters have requested or may reasonably request in connection
with the verification of the foregoing certificate.
2. Subject
to the terms and conditions herein set forth, (a) each of the Selling Stockholders agrees, severally and not jointly, to sell to
each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from each of the Selling Stockholders,
at a purchase price per share of $17.52 (the “Purchase Price”), the number of Firm Shares (to be adjusted by you so as to
eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by each of the Selling Stockholders
as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm
Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator
of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from all of the Selling Stockholders hereunder
and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided
below, each of the Selling Stockholders agrees, severally and not jointly, to sell to each of the Underwriters (as and to the extent
indicated in Schedule II hereto), and each of the Underwriters agrees, severally and not jointly, to purchase from each of the Selling
Stockholders, at the purchase price per share set forth in clause (a) of this Section 2 (provided that the purchase price per
Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on
the Firm Shares but not payable on the Optional Shares), that portion of the number of Optional Shares as to which such election shall
have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares
by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set
forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares
that all of the Underwriters are entitled to purchase hereunder.
The Selling Stockholders,
as and to the extent indicated in Schedule II hereto, hereby grant, severally and not jointly, to the Underwriters the right to purchase
at their election up to an aggregate of 1,043,478 Optional Shares, at the purchase price per share set forth in the paragraph above,
provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared
by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares shall
be made in proportion to the maximum number of Optional Shares to be sold by each Selling Stockholder as set forth in Schedule II hereto.
Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company and the Selling Stockholders
(or, to the extent any Selling Stockholder has executed a Power of Attorney, to the Attorneys-in-Fact), given within a period of 30 calendar
days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which
such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery or, unless you,
the Company and the Selling Stockholders (and as applicable, the Attorneys-in-Fact) otherwise agree in writing, earlier than two or later
than ten business days after the date of such notice.
Subject to the sale of the
Firm Shares by the Selling Stockholders to the Underwriters in compliance with the terms of this Agreement, the Underwriters agree to
sell to the Company, and the Company agrees to purchase from the Underwriters, the number of Repurchase Shares set forth in Schedule
III at the Purchase Price, as described in the Pricing Prospectus and the Prospectus. Payment for the Repurchase Shares shall be made
against delivery by the Underwriters of the Repurchase Shares to the Company through the facilities of DTC for the account of the Company
at the First Time of Delivery. The number of Repurchase Shares to be purchased by each Underwriter from the Selling Stockholders at the
Purchase Price shall be based on the same proportion as the number of Firm Shares set forth opposite the name of such Underwriter in
Schedule I, subject to rounding among the Underwriters to avoid fractional shares, as the Representatives may determine.
3. Upon
the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the
terms and conditions set forth in the Pricing Prospectus and the Prospectus.
4. (a) The
Shares to be purchased by each Underwriter hereunder, in definitive or book-entry form, and in such authorized denominations and registered
in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company and the Selling Stockholders
shall be delivered by or on behalf of the Selling Stockholders to the Representatives, through the facilities of the Depository Trust
Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase
price therefor by wire transfer of Federal (same-day) funds to the account specified by the Custodian (or by each Selling Shareholder
itself should it not elect a custodian) to the Representatives at least forty-eight hours in advance. The Company and the Selling Stockholders
will cause the certificates, if any, representing the Shares to be made available for checking and packaging at least twenty-four hours
prior to each Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated
Office”). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York time, on
May 16, 2024 or such other time and date as the Representatives, the Company and the Selling Stockholders (and as applicable, the
Attorneys-in-Fact) may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York time, on the date specified
by the Representatives in each written notice given by the Representatives of the Underwriters’ election to purchase such Optional
Shares, or such other time and date as the Representatives, the Company and the Selling Stockholders (and as applicable, the Attorneys-in-Fact)
may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery”,
each such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time
of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”. In addition, subject
to the sale of the Firm Shares by the Selling Stockholders to the Underwriters in compliance with the terms of this Agreement, payment
of the aggregate purchase price of the Repurchase Shares shall be made by the Company to the Underwriters in immediately available funds
to an account specified by the Representatives, against delivery of such Repurchase Shares for the account of the Company at the First
Time of Delivery.
(b) The
documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including
the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 8(n) hereof
will be delivered at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017 (the “Closing
Location”), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at
the Closing Location at 4:00 p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting
the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto.
For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to
close.
5. The
Company agrees with each of the Underwriters:
(a) To
prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later
than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; to make
no further amendment or any supplement to the Registration Statement, the Basic Prospectus or the Prospectus prior to the last Time of
Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice
thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement
to the Prospectus has been filed and to furnish you with copies thereof; to file promptly all other material required to be filed by
the Company with the Commission pursuant to Rule 433(d) under the Act; to file promptly all reports and any definitive proxy
or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice
referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of the Securities; to advise
you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending
the use of any Preliminary Prospectus or other prospectus in respect of the Shares, of any notice of objection of the Commission to the
use of the Registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act, of the
suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding
for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus
or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of
any Preliminary Prospectus or other prospectus relating to the Shares or suspending any such qualification, to promptly use its best
efforts to obtain the withdrawal of such order; and in the event of any such issuance of a notice of objection, promptly to take such
steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense,
as may be necessary to permit offers and sales of the Shares by the Underwriters (references herein to the Registration Statement shall
be deemed to include any such amendment or new registration statement);
(b) If
required by Rule 430B(h) under the Act, to prepare a form of prospectus in a form approved by you and to file such form of
prospectus pursuant to Rule 424(b) under the Act not later than may be required by Rule 424(b) under the Act; and
to make no further amendment or supplement to such form of prospectus which shall be disapproved by you promptly after reasonable notice
thereof;
(c) If by the third
anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Shares remain
unsold by the Underwriters, the Company will file, if it has not already done so and is eligible to do so, a new automatic shelf registration
statement relating to the Shares, in a form satisfactory to you. If at the Renewal Deadline the Company is no longer eligible to file
an automatic shelf registration statement, the Company will, if it has not already done so, file a new shelf registration statement relating
to the Shares, in a form satisfactory to you and will use its best efforts to cause such registration statement to be declared effective
within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering
and sale of the Shares to continue as contemplated in the expired registration statement relating to the Shares. References herein to
the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as
the case may be;
(d) Promptly
from time to time to take such action as you may reasonably request to qualify the Shares for offering and sale under the securities
laws of such jurisdictions as you may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings
therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection
therewith the Company shall not be required to qualify as a foreign corporation (where not otherwise required) or to file a general consent
to service of process in any jurisdiction (where not otherwise required) or subject itself to taxation in any such jurisdiction in which
it was not otherwise subject to taxation;
(e) Prior
to 10:00 a.m., New York City time, on the New York Business Day two business days after the date of this Agreement and from time to time,
to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably
request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is
required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering
or sale of the Shares and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under
the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement
the Prospectus or to file under the Exchange Act any document incorporated by reference therein in order to comply with the Act or the
Exchange Act, to notify you and upon your request to file such document and to prepare and furnish without charge to each Underwriter
and to any dealer in securities (whose names and addresses the Underwriters shall furnish to the Company in connection with any such
request) as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement
to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to
deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of
any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of
such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or
supplemented Prospectus complying with Section 10(a)(3) of the Act;
(f) To
make generally available to its securityholders as soon as practicable (which may be satisfied by filing with the Commission’s
Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”)), but in any event not later than sixteen months after
the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company
and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations
of the Commission thereunder (including, at the option of the Company, Rule 158);
(g) During
the period beginning from the date hereof and continuing to and including the date 60 days after the date of the Prospectus (the “Company
Lock-Up Period”), not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise
transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under
the Act relating to, any securities of the Company that are substantially similar to the Shares, including but not limited to any options
or warrants to purchase shares of Stock or any securities that are convertible into or exchangeable for, or that represent the right
to receive, Stock or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition
or filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of
ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is
to be settled by delivery of Stock or such other securities, in cash or otherwise (other than the Shares to be sold hereunder or pursuant
to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding
as of, the date of this Agreement), without the prior written consent of Morgan Stanley & Co. LLC, Goldman Sachs &
Co. LLC and J.P. Morgan Securities LLC, provided, however, that the foregoing restrictions shall not apply to:
(A) [Reserved];
(B) the issuance
by the Company of shares of Stock upon the vesting, exercise or settlement of options or restricted stock units or the conversion of
convertible securities or the exchange of exchangeable securities, or options to purchase shares of Stock or the grant of other equity-based
awards (including any securities convertible into shares of Stock), in each case outstanding on the date hereof and provided that such
option or security is disclosed in or contemplated by the Pricing Prospectus and the Prospectus;
(C) the entry
into an agreement providing for the issuance by the Company of shares of Stock or any security convertible into or exercisable for shares
of Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, property or other
assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition,
or the issuance of any such securities pursuant to any such agreement;
(D) the entry
into any agreement providing for the issuance of shares of Stock or any security convertible into or exercisable for shares of Stock
in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities
pursuant to any such agreement; or
(E) the filing
of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to the Company’s equity-based
compensation plans that are described in the Pricing Prospectus and the Prospectus or any publicly filed Proxy Statement of the Company
or any assumed employee benefit plan contemplated by clause (C);
provided, that in the case of clauses
(C) and (D), the number of shares of Stock that the Company may sell or issue or agree to sell or issue pursuant to such clauses
shall not exceed, in the aggregate, 5% of the total number of shares of Stock issued and outstanding immediately following the First
Time of Delivery; and provided further that in the case of clauses (B) through (D), (1) the Company shall cause each recipient
of such securities to execute and deliver to you, on or prior to the issuance of such securities, a lock-up letter on the same terms
as the lock-up letter referred to in Section 8(l), and (2) the Company shall enter stop transfer instructions with the Company’s
transfer agent and registrar on such securities until the expiration of the Company Lock-Up Period;
(h) To
pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1) under the Act without
regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act;
(i) Upon
request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks,
trade names, service marks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating
the on-line offering of the Shares (the “License”); provided, however, that the License shall be used solely for the purpose
described above, is granted without any fee and may not be assigned or transferred.
6. (a)
The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer
relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each
Selling Stockholder represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and
will not make any offer relating to the Shares that would constitute a free writing prospectus; and each Underwriter represents and agrees
that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Shares
that would constitute a free writing prospectus required to be filed with the Commission; any such free writing prospectus the use of
which has been consented to by the Company and the Representatives is listed on Schedule III(a) hereto;
(b) The
Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus,
including timely filing with the Commission or retention where required and legending and the Company represents that it has satisfied
and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement to file with the Commission any
electronic road show;
(c) The
Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of
which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or
the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof
to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer
Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation
and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity
with Underwriter Information;
7. The
Company and each of the Selling Stockholders covenant and agree with one another and covenants and agrees with the several Underwriters
that (A) the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s
counsel and accountants and Kirkland & Ellis and Maples & Calder (Cayman) LLP, as counsel for certain of the Selling
Stockholders in connection with the registration of the Shares under the Act and all other expenses incurred in connection with the preparation,
printing, reproduction and filing of the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing
Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters
and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing
documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of
the Shares; (iii) all expenses incurred in connection with the qualification of the Shares for offering and sale under state securities
laws as provided in Section 5(b) hereof, including the reasonable and documented fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the Blue Sky survey; (iv) all fees and expenses in connection
with listing the Shares on the Exchange; (v) [reserved]; (vi) the cost of preparing stock certificates, if applicable; (vii) the
cost and charges of any transfer agent or registrar; (viii) any taxes payable in connection with the authorization, issuance, sale,
preparation and delivery of the Shares; (ix) all other costs and expenses incident to the performance of its obligations hereunder
which are not otherwise specifically provided for in this Section; (x) to the extent such Selling Stockholder has executed a Power
of Attorney, such Selling Stockholder’s pro rata share of the fees and expenses of the Attorneys-in-Fact and the Custodian; and
(xi) all other costs and expenses incident to the performance of its and the Selling Stockholders’ obligations hereunder which
are not otherwise specifically provided for in this Section (other than any transfer taxes payable by the Selling Stockholders on
their respective sales of Shares to the Underwriters); and (B) such Selling Stockholder will pay or cause to be paid all costs and
expenses incident to the performance of such Selling Stockholder’s obligations hereunder which are not otherwise specifically provided
for in this Section, including all expenses and taxes incident to the sale and delivery of the Shares to be sold by such Selling Stockholder
to the Underwriters hereunder and it being understood, however, that the Company shall bear, and the Selling Stockholders shall not be
required to pay or to reimburse the Company for, the cost of any other matters not directly relating to the sale and purchase of the
Shares pursuant to this Agreement; provided that the cost of any aircraft chartered in connection with the road show shall be paid 50%
by the Company and 50% by the Underwriters, and that except as provided in this Section, and Sections 9 and 13 hereof, the Underwriters
will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Shares
by them, and any advertising expenses connected with any offers they may make.
8. The
obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in their discretion,
to the condition that all representations and warranties and other statements of the Company and the Selling Stockholders herein are,
at and as of the Applicable Time and such Time of Delivery, true and correct, the condition that the Company and the Selling Stockholders
shall have performed all of its and their obligations hereunder theretofore to be performed, and the following additional conditions:
(a) The
Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period
prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all
material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission
within the applicable time period prescribed for such filing by Rule 433; no stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the
Commission and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto
pursuant to Rule 401(g)(2) under the Act shall have been received; no stop order suspending or preventing the use of the Preliminary
Prospectus, Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests
for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;
(b) Davis
Polk & Wardwell LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions dated such Time
of Delivery, in form and substance satisfactory to you, and such counsel shall have received such papers and information as they may
reasonably request to enable them to pass upon such matters;
(c) Kirkland &
Ellis LLP, counsel for the Company, shall have furnished to you their written opinion, dated such Time of Delivery, in form and substance
satisfactory to you.
(d) Kirkland &
Ellis LLP, counsel for certain of the Selling Stockholders, shall have furnished to you their written opinion with respect to the Selling
Stockholders, dated such Time of Delivery, in form and substance satisfactory to you;
(e) Maples &
Calder (Cayman) LLP, counsel for certain of the Selling Stockholders, shall have furnished to you their written opinion with respect
to the Selling Stockholders, dated such Time of Delivery, in form and substance satisfactory to you;
(f) On
the date of the Prospectus at the time of the execution of this Agreement, at 9:30 a.m., New York City time, on the effective date of
any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at such Time of Delivery,
Ernst & Young LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and
substance satisfactory to you;
(g) On
the date of the Prospectus at the time of the execution of this Agreement and at such Time of Delivery, the Chief Financial Officer of
the Company shall have furnished to you a certificate as to the accuracy of certain financial information included or incorporated by
reference in the Registration Statement, the Pricing Prospectus and the Prospectus, dated the respective dates of delivery thereof in
form and substance satisfactory to you and included in Annex II;
(h) (i) Neither
the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated
by reference in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether
or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth
or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus
there shall not have been any change in the capital stock (other than as a result of (A) the exercise or settlement (including any
“net” or “cashless” exercises or settlements) of stock options or restricted stock units, as applicable, or the
award of stock options or restricted stock units in the ordinary course of business, and (B) the repurchase of unvested Stock by
the Company upon termination of the holder’s employment with the Company, in each case under (A) and (B) pursuant to
the terms of the Company’s equity plans that are described in the Pricing Prospectus and the Prospectus and subject to the terms
of award agreements that have been filed as exhibits to the Registration Statement) or long-term debt of the Company or its subsidiaries,
taken as a whole, or any change or effect, or any development involving a prospective change or effect, in or affecting (A) the
business, properties, general affairs, management, financial position, stockholders’ equity or results of operations of the Company
and its subsidiaries, taken as a whole, except as set forth or contemplated in the Pricing Prospectus and the Prospectus, or (B) the
ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated in the Pricing
Prospectus and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material
and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered
at such Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;
(i) [Reserved];
(j) On
or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading
in securities generally on the Exchange; (ii) a suspension or material limitation in trading in the Company’s securities on
the Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities
or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak
or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the
occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere,
if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable or inadvisable to proceed
with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated
in the Pricing Prospectus and the Prospectus;
(k) The
Shares to be sold at such Time of Delivery shall have been duly listed, subject to official notice of issuance, on the Exchange;
(l) The
Company shall have obtained and delivered to the Underwriters executed copies of an agreement from each director, officer and stockholder
of the Company listed on Schedule IV hereto, substantially to the effect set forth in Annex II hereto in form and substance satisfactory
to you;
(m) The
Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the
New York Business Day next succeeding the date of this Agreement; and
(n) The
Company and the Selling Stockholders shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers
of the Company and of the Selling Stockholders, respectively, satisfactory to you as to the accuracy of the representations and warranties
of the Company and the Selling Stockholders, respectively, herein at and as of such Time of Delivery, as to the performance by the Company
and the Selling Stockholders of all of their respective obligations hereunder to be performed at or prior to such Time of Delivery, as
to such other matters as you may reasonably request, and the Company shall have furnished or caused to be furnished certificates as to
the matters set forth in subsections (a) and (h) of this Section 8.
9. (a)
The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to
which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment
or supplement thereto, any Issuer Free Writing Prospectus, any “roadshow” as defined in Rule 433(h) under the Act
(a “roadshow”), any “issuer information” filed or required to be filed pursuant to Rule 433(d) under
the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided,
however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out
of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement,
the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or
any Issuer Free Writing Prospectus, in reliance upon and in conformity with the Underwriter Information.
(b) Each Selling Stockholder
agrees, severally and not jointly, to indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities,
joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus,
or any amendment or supplement thereto, any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission
was made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or
any amendment or supplement thereto, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto in reliance
upon and in conformity with any Selling Stockholder Information furnished to the Company in writing by such Selling Stockholder expressly
for the use therein; and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection
with investigating or defending any such action or claim as such expenses are incurred; provided, however, that such Selling Stockholder
shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus,
the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, in reliance upon
and in conformity with the Underwriter Information; and provided, further, that the liability of each Selling Stockholder pursuant to
this subsection (b) shall not exceed the proceeds (net of any underwriting discounts and commissions but before deducting expenses)
from the sale of the Shares sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”).
(c) Each
Underwriter, severally and not jointly, will indemnify and hold harmless the Company and each Selling Stockholder against any losses,
claims, damages or liabilities to which the Company or such Selling Stockholder may become subject, under the Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus,
the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow,
or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Basic Prospectus, any Preliminary
Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus,
or any roadshow, in reliance upon and in conformity with the Underwriter Information; and will reimburse the Company and such Selling
Stockholder for any legal or other expenses reasonably incurred by the Company or such Selling Stockholder in connection with investigating
or defending any such action or claim as such expenses are incurred. As used in this Agreement with respect to an Underwriter and an
applicable document, “Underwriter Information” shall mean the written information furnished to the Company by such Underwriter
through the Representatives expressly for use therein; it being understood and agreed upon that the only such information furnished by
any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance
figures appearing in the sixth paragraph under the caption “Underwriting”, and the information contained in the twelfth and
thirteenth paragraphs under the caption “Underwriting”.
(d) Promptly
after receipt by an indemnified party under subsection (a), (b) or (c) of this Section 9 of notice of the commencement
of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection,
notify the indemnifying party in writing of the commencement thereof; provided that the failure to notify the indemnifying party shall
not relieve it from any liability that it may have under the preceding paragraphs of this Section 9 except to the extent that it
has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that
the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise
than under the preceding paragraphs of this Section 9. In case any such action shall be brought against any indemnified party and
it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and,
to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement
or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from
all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability
or a failure to act, by or on behalf of any indemnified party.
(e) If
the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a), (b) or (c) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Selling Stockholders on the one hand and the Underwriters on the other from the offering of the Shares.
If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying
party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Company and the Selling Stockholders on the one hand and the Underwriters on
the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling
Stockholders on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company and the Selling Stockholders bear to the total underwriting discounts
and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative
fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the Company or the Selling Stockholders on the
one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and each of the Selling Stockholders and the Underwriters agree that it would
not be just and equitable if contribution pursuant to this subsection (e) were determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations
referred to above in this subsection (e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages
or liabilities (or actions in respect thereof) referred to above in this subsection (e) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (e), (i) no Underwriter shall be required to contribute any amount in excess of
the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds
the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission and (ii) the contribution by any Selling Stockholder pursuant to this subsection (e) shall
not exceed for each such Selling Stockholder, the Selling Stockholder Proceeds (without duplication of any amounts such Selling Stockholder
is obligated to pay under subsection (b) above) and (iii) the Selling Stockholders shall be liable only to the extent that
the relevant loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission, in each case, which relates to the Selling Stockholder made in the Registration Statement, any Preliminary Prospectus,
the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow,
in reliance upon and in conformity with any Selling Stockholder Information furnished to the Underwriters in writing by the Selling Stockholder
expressly for use therein. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations
in this subsection (e) to contribute are several in proportion to their respective underwriting obligations and not joint and the
Selling Stockholders’ obligations in this subsection (e) to contribute are several in proportion to their Selling Stockholder
Proceeds and not joint.
(f) The
obligations of the Company and the Selling Stockholders under this Section 9 shall be in addition to any liability which the Company
and the Selling Stockholders may otherwise have and shall extend, upon the same terms and conditions, to each employee, officer and director
of each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act and each broker-dealer or other
affiliate of any Underwriter; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability
which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director
of the Company (including any person who, with his or her consent, is named in the Registration Statement as about to become a director
of the Company) and to each person, if any, who controls the Company or any Selling Stockholder within the meaning of the Act.
10. [Reserved.]
11. (a) If
any Underwriter shall default in its obligation to purchase the Shares that it has agreed to purchase hereunder at a Time of Delivery,
you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If
within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company and
the Selling Stockholders shall be entitled to a further period of thirty-six hours within which to procure another party or other parties
satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the
Company and the Selling Stockholders that you have so arranged for the purchase of such Shares, or the Company or a Selling Stockholder
notifies you that it has so arranged for the purchase of such Shares, you or the Company or the Selling Stockholders shall have the right
to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary
in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term
“Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as
if such person had originally been a party to this Agreement with respect to such Shares.
(b) If,
after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company
and the Selling Stockholders as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased
does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Selling Stockholders
shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase
hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based
on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters
for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
(c) If,
after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you, the Company
and the Selling Stockholders as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased
exceeds one-eleventh of the aggregate number of all of the Shares to be purchased at such Time of Delivery, or if the Selling Stockholders
shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting
Underwriter or Underwriters, then this Agreement (or, with respect to a Second Time of Delivery, the obligations of the Underwriters
to purchase and of the Selling Stockholders to sell the Optional Shares) shall thereupon terminate, without liability on the part of
any non-defaulting Underwriter, the Company or the Selling Stockholders, except for the expenses to be borne by the Company, the Selling
Stockholders and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9
hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
12. The
respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholders and the
several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall
remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of
any Underwriter or any controlling person of any Underwriter, or the Company, or any of the Selling Stockholders, or any officer or director
or controlling person of the Company, or any controlling person of any Selling Stockholder, and shall survive delivery of and payment
for the Shares.
13. If
this Agreement shall be terminated pursuant to Section 11 hereof, neither the Company nor the Selling Stockholders shall then be
under any liability to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason (other than those
set forth in clauses (i), (iii), (iv) or (v) of Section 8(j)) any Shares are not delivered by or on behalf of the Selling
Stockholders as provided herein, or the Underwriters decline to purchase the Shares for any reason permitted under this Agreement (other
than those set forth in clauses (i), (iii), (iv) or (v) of Section 8(j)), the Company will reimburse the Underwriters
through you for all documented out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company
and the Selling Stockholders shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.
14. In
all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled
to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly or by you
on behalf of you as the Underwriters; and in all dealings with any Selling Stockholder hereunder who has executed a Power of Attorney,
you and the Company shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of such Selling Stockholder
made or given by any or all of the Attorneys-in-Fact for such Selling Stockholder.
In accordance with the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain,
verify and record information that identifies their respective clients, including the Company and the Selling Stockholders, which information
may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly
identify their respective clients.
All statements, requests,
notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile
transmission to Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York, New York 10036, Attention: Investment
Banking Division (fax: (212) 507-8999); Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration
Department, Fax No.: (212) 902-9316, Email: registration-syndops@ny.email.gs.com; and J.P. Morgan Securities LLC, 383 Madison Avenue,
New York, New York 10179 (fax: (212) 622-8358), Attention Equity Syndicate Desk; if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth on the cover of the Registration Statement, Attention: Secretary;
and if to any stockholder that has delivered a lock-up letter described in Section 8(l) hereof shall be delivered or sent by
mail to his or her respective address provided in Schedule IV hereto or such other address as such stockholder provides in writing to
the Company; provided, however, that any notice to an Underwriter pursuant to Section 9(d) hereof shall be delivered or sent
by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire or telex
constituting such Questionnaire, which address will be supplied to the Company or the Selling Stockholders by you on request; provided
further that notices under subsection 5(e) shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex
or facsimile transmission to the you as the representatives at Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor,
New York, New York 10036, Attention: Investment Banking Division (fax: (212) 507-8999); Goldman Sachs & Co. LLC, 200 West Street,
New York, New York 10282, Attention: Registration Department, Fax No.: (212) 902-9316, Email: registration-syndops@ny.email.gs.com; and
J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358), Attention Equity Syndicate Desk. Any
such statements, requests, notices or agreements shall take effect upon receipt thereof.
15. This
Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and the Selling Stockholders and,
to the extent provided in Sections 9 and 12 hereof, the officers and directors of the Company and each person who controls the Company,
any Selling Stockholder, any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other
person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall
be deemed a successor or assign by reason merely of such purchase.
16. Time
shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s
office in Washington, D.C. is open for business.
17. The
Company and each of the Selling Stockholders, severally and not jointly, acknowledge and agree that (i) the purchase and sale of
the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Selling Stockholders,
on the one hand, and the several Underwriters, on the other, and does not constitute a recommendation, investment advice or solicitation
of any action by the Underwriters, (ii) in connection therewith and with the process leading to such transaction each Underwriter
is acting solely as a principal and not the agent or fiduciary of the Company or any Selling Stockholder, (iii) no Underwriter has
assumed an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering contemplated
hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any
Selling Stockholder on other matters) or any other obligation to the Company or any Selling Stockholder except the obligations expressly
set forth in this Agreement and (iv) the Company and each Selling Stockholder has consulted its own legal and financial advisors
to the extent it deemed appropriate. The Company and each Selling Stockholder agrees that it will not claim that the Underwriters, or
any of them, has provided any legal, accounting, regulatory, investment or tax advice with respect to such transaction, or rendered advisory
services of any nature or respect, or owes a fiduciary or similar duty to the Company or any Selling Stockholder, in connection with
such transaction or the process leading thereto. Moreover, each Selling Stockholder acknowledges and agrees that, although the Representatives
may be required or choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures
in connection with the offering, the Representatives and the other Underwriters are not making a recommendation to any Selling Stockholder
to participate in the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering,
and nothing set forth in such disclosures is intended to suggest that any Representative or any Underwriter is making such a recommendation.
18. This
Agreement supersedes all prior agreements and understandings (whether written or oral) among the Company, the Selling Stockholders and
the Underwriters, or any of them, with respect to the subject matter hereof.
19. This
Agreement and any transaction contemplated by this Agreement, including the Share Repurchase, and any claim, controversy or dispute arising
under or related thereto shall be governed by and construed in accordance with the laws of the State of New York without regard to principles
of conflict of laws that would results in the application of any other law than the laws of the State of New York. The Company and each
Selling Stockholder agree that any suit or proceeding arising in respect of this Agreement or any transaction contemplated by this Agreement
will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter
jurisdiction, in any state court located in The City and County of New York and the Company and each Selling Stockholder agree to submit
to the jurisdiction of, and to venue in, such courts.
20. The
Company, each Selling Stockholder and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.
21. This
Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be
an original, but all such counterparts shall together constitute one and the same instrument. Counterparts may be delivered via facsimile,
electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act,
the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
22. Notwithstanding
anything herein to the contrary, the Company and the Selling Stockholders are authorized to disclose to any persons the U.S. federal
and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and
other tax analyses) provided to the Company and the Selling Stockholders relating to that treatment and structure, without the Underwriters
imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential
(and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose,
“tax structure” is limited to any facts that may be relevant to that treatment.
23. Recognition of the U.S.
Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation,
were governed by the laws of the United States or a state of the United States.
(b) In the event that
any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special
Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to
no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed
by the laws of the United States or a state of the United States.
(c) As used in this
section:
“BHC Act Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity”
means any of the following:
(i) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered
bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered
FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.
“U.S. Special Resolution
Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title
II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
If the foregoing is in accordance
with your understanding, please sign and return to us five counterparts hereof, and upon the acceptance hereof by you, on behalf of each
of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters, the
Company and each of the Selling Stockholders. It is understood that your acceptance of this letter on behalf of each of the Underwriters
is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company
and the Selling Stockholders for examination, upon request, but without warranty on your part as to the authority of the signers thereof.
Any person executing and delivering this Agreement
as an Attorney-in-Fact for a Selling Stockholder (to the extent applicable) represents by so doing that they have been duly appointed
as Attorney-in-Fact by such Selling Stockholder pursuant to a validly existing and binding Power of Attorney that authorizes such Attorney-in-Fact
to take such action.
| |
Very truly yours, |
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|
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JAMF HOLDING CORP. |
| |
|
| |
By: |
/s/ John Strosahl |
| |
|
Name: |
John Strosahl |
| |
|
Title: |
Chief Executive Officer |
Signature Page to Underwriting
Agreement
| |
VISTA CO-INVEST FUND 2017-1, L.P. |
| |
|
| |
By: |
Vista Co-Invest Fund 2017-1 GP, L.P. |
| |
Its: |
General Partner |
| |
|
| |
By: |
Vista Co-Invest Fund 2017-1 GP, Ltd. |
| |
Its: |
General Partner |
| |
|
| |
By: |
/s/ Robert F. Smith |
| |
|
Name: |
Robert F. Smith |
| |
|
Title: |
Director |
| |
VEPF VI CO-INVEST 1, L.P. |
| |
|
| |
By: |
VEPF VI Co-Invest 1 GP, L.P. |
| |
Its: |
General Partner |
| |
|
| |
By: |
VEPF VI Co-Invest 1 GP, Ltd. |
| |
Its: |
General Partner |
| |
|
| |
By: |
/s/ Robert F. Smith |
| |
|
Name: |
Robert F. Smith |
| |
|
Title: |
Director |
Signature Page to Underwriting
Agreement
| |
VISTA EQUITY PARTNERS FUND VI, L.P. |
| |
|
| |
By: |
Vista Equity Partners Fund VI GP, L.P. |
| |
Its: |
General Partner |
| |
|
| |
By: |
VEPF VI GP, Ltd. |
| |
Its: |
General Partner |
| |
|
| |
By: |
/s/ Robert F. Smith |
| |
|
Name: |
Robert F. Smith |
| |
|
Title: |
Director |
| |
|
| |
VISTA EQUITY PARTNERS FUND VI-A, L.P. |
| |
|
| |
By: |
Vista Equity Partners Fund VI GP, L.P. |
| |
Its: |
General Partner |
| |
|
| |
By: |
VEPF VI GP, Ltd. |
| |
Its: |
General Partner |
| |
|
| |
By: |
/s/ Robert F. Smith |
| |
|
Name: |
Robert F. Smith |
| |
|
Title: |
Director |
| |
|
| |
VEPF VI FAF, L.P. |
| |
|
| |
By: |
Vista Equity Partners Fund VI GP, L.P. |
| |
Its: |
General Partner |
| |
|
| |
By: |
VEPF VI GP, Ltd. |
| |
Its: |
General Partner |
| |
|
| |
By: |
/s/ Robert F. Smith |
| |
|
Name: |
Robert F. Smith |
| |
|
Title: |
Director |
[Signature Page to Underwriting
Agreement]
Accepted as of the date hereof
| MORGAN STANLEY & CO. LLC |
|
| |
|
| By: |
/s/ Aderike Ajao |
|
| |
Name: |
Aderike Ajao |
|
| |
Title: |
Vice President |
|
| GOLDMAN SACHS & CO. LLC |
|
| |
|
| By: |
/s/ Charlie Black |
|
| |
Name: |
Charlie Black |
|
| |
Title: |
Managing Director |
|
| J.P. MORGAN SECURITIES LLC |
|
| |
|
| By: |
/s/ Caroline Cutler Osei |
|
| |
Name: |
Caroline Cutler Osei |
|
| |
Title: |
Vice President |
|
On behalf of each of the Underwriters.
[Signature Page to Underwriting
Agreement]
SCHEDULE I
| Underwriter | |
Total Number of
Firm Shares to be
Purchased | | |
Maximum
Number of
Optional Shares
to
be Purchased | |
| Morgan Stanley & Co. LLC | |
| 1,880,870 | | |
| 219,130 | |
| Goldman Sachs & Co. LLC | |
| 1,880,870 | | |
| 219,130 | |
| J.P. Morgan Securities LLC | |
| 1,880,870 | | |
| 219,130 | |
| BofA Securities, Inc. | |
| 895,651 | | |
| 104,349 | |
| Barclays Capital Inc. | |
| 537,391 | | |
| 62,609 | |
| RBC Capital Markets, LLC | |
| 537,391 | | |
| 62,609 | |
| HSBC Securities (USA) Inc. | |
| 223,913 | | |
| 26,087 | |
| Mizuho Securities USA LLC | |
| 223,913 | | |
| 26,087 | |
| Canaccord Genuity LLC | |
| 134,348 | | |
| 15,652 | |
| Citizens JMP Securities, LLC | |
| 134,348 | | |
| 15,652 | |
| Piper Sandler & Co. | |
| 134,348 | | |
| 15,652 | |
| William Blair & Company, L.L.C. | |
| 134,348 | | |
| 15,652 | |
| Needham & Company, LLC | |
| 89,565 | | |
| 10,435 | |
| CastleOak Securities, L.P. | |
| 89,565 | | |
| 10,435 | |
| Loop Capital Markets LLC | |
| 89,565 | | |
| 10,435 | |
| Drexel Hamilton, LLC | |
| 44,783 | | |
| 5,217 | |
| Stern Brothers & Co. | |
| 44,783 | | |
| 5,217 | |
| | |
| | | |
| | |
| Total | |
| 8,956,522 | | |
| 1,043,478 | |
SCHEDULE II
| |
|
Total Number of
Firm Shares to be
Sold |
|
|
Maximum Number of
Optional Shares to be
Sold |
|
| The Selling Stockholder(s): |
|
|
|
|
|
|
| Vista Equity Partners Fund VI, L.P. |
|
|
4,800,780.00 |
|
|
|
559,314.00 |
|
| Vista Equity Partners Fund VI-A, L.P. |
|
|
2,900,165.00 |
|
|
|
337,883.00 |
|
| VEPF VI FAF, L.P. |
|
|
58,419.00 |
|
|
|
6,806.00 |
|
| Vista Co-Invest Fund 2017-1, L.P. |
|
|
886,784.00 |
|
|
|
103,315.00 |
|
| VEPF VI Co-Invest 1, L.P. |
|
|
310,374.00 |
|
|
|
36,160.00 |
|
| |
|
|
|
|
|
|
|
|
| Total |
|
|
8,956,522 |
|
|
|
1,043,478 |
|
SCHEDULE III
(a) Issuer
Free Writing Prospectuses not included in the Pricing Disclosure Package
None
(b) Information
other than the Pricing Prospectus that comprise the Pricing Disclosure Package
The public offering price per
share for the Shares is $18.25.
The number of Shares purchased by the
Underwriters is 8,956,522 (or 10,000,000 Shares if the Underwriters exercise their option to purchase Optional Shares in full)
The number of Repurchase Shares is 2,000,000.
(c) Additional
documents incorporated by reference
None
SCHEDULE IV
| 19. | Vista Equity Partners Fund VI, L.P. |
| 20. | Vista Equity Partners Fund VI-A, L.P. |
| 22. | Vista Co-Invest Fund 2017-1, L.P. |
| 23. | VEPF VI Co-Invest 1, L.P. |
ANNEX I
FORM OF LOCK-UP AGREEMENT
Jamf Holding Corp.
Lock-Up Agreement
May 13, 2024
Morgan Stanley & Co. LLC
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
c/o Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Re: Jamf Holding
Corp. - Lock-Up Agreement
Ladies and Gentlemen:
The undersigned understands
that you, as representatives (the “Representatives”), propose to enter into an Underwriting Agreement on behalf of the several
Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Jamf Holding Corp. a Delaware
corporation (the “Company”), and certain selling stockholders named therein, providing for a public offering (the “Public
Offering”) of the Common Stock of the Company (the “Shares”) pursuant to a Registration Statement on Form S-3
filed with the Securities and Exchange Commission (the “SEC”).
In consideration of the agreement
by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the undersigned agrees that, during the period beginning from the date of this Lock-Up Agreement and continuing
to and including the date that is 60 days after the date set forth on the final prospectus (the “Prospectus”) used to sell
the Shares (the “Lock-Up Period”), the undersigned shall not, and shall not cause or direct any of its affiliates to, (i) offer,
sell, contract to sell, pledge, grant any option to purchase, lend, make any short sale or otherwise dispose of, any shares of Common
Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible
into, exchangeable for or that represent the right to receive shares of Common Stock of the Company (such options, warrants or other
securities, collectively, “Derivative Instruments”), including without limitation any such shares or Derivative Instruments,
now owned or hereafter acquired, by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial
ownership within the rules and regulations of the SEC (collectively the "undersigned's Shares"), (ii) engage in any
hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale,
loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned) of any shares of Common Stock of
the Company or Derivative Instruments, whether any such transaction or arrangement by the undersigned would be settled by delivery of
Common Stock or other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences,
a “Transfer”) or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described
in clause (i) above or transaction or arrangement described in clause (ii) above. The undersigned represents and warrants that
the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement
that provides for, is designed to or which reasonably could be expected to lead to or result in any Transfer during the Lock-Up Period,
except as would otherwise be permitted hereunder. Such prohibited hedging or other transactions or arrangements described in clause (ii) above
would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or
call option, or any combination thereof) with respect to any of the undersigned’s Shares or with respect to any security that includes,
relates to, or derives any significant part of its value from the Shares. In addition, the undersigned agrees that, without the prior
written consent of Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC on behalf of the
Underwriters, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of
any of the undersigned’s Shares during the Lock-Up Period. Notwithstanding the foregoing, to the extent the undersigned has demand
and/or piggyback registration rights under any registration rights agreement described in the Prospectus, the undersigned may notify
the Company privately that the undersigned is or will be exercising its demand and/or piggyback registration rights under any such registration
rights agreement following the expiration of the Lock-Up Period and undertake preparations related thereto; provided that the foregoing
notification and/or preparations do not request, require or result in the filing or confidential submission of a registration statement
with the SEC or any other public announcement or activity regarding such registration by the undersigned, the Company or any third party
during the Lock-Up Period (and no such filing, confidential submission, public announcement or activity shall be voluntarily made or
taken by the undersigned, the Company or any third party during the Lock-Up Period).
If the undersigned is not
a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) (the “Exchange Act”) beneficially owns,
directly or indirectly, 50% or more of the common equity interest, or 50% or more of the voting power, in the undersigned, except for
a natural person, entity or group (as described above), that has executed a Lock Up Agreement in substantially the same form as this
Lock Up Agreement. For purposes of this paragraph, “beneficially owns” shall mean solely a pecuniary interest under Rule 16a-1(a)(2) of
the rule promulgated under the Exchange Act.
Notwithstanding the foregoing,
the undersigned may transfer the undersigned’s Shares (i) as a bona fide gift or gifts, provided that the donee or donees
thereof agree to be bound in writing by the restrictions set forth herein, provided that no public filing or disclosure under Section 16(a) of
the Exchange Act or other public report shall be required or shall be made voluntarily during the Lock-up Period in connection with such
transfer, other than any report required to be filed under Section 16(a) of the Exchange Act during the Lock-Up Period in connection
with such transfer, in which case the undersigned shall clearly indicate in the footnotes thereto that such transfer is not for value,
that the Shares subject to such transfer remain subject to restrictions set forth herein and that the filing relates to the circumstances
described in this clause (i), (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of
the undersigned, provided that (1) the trustee of the trust agrees to be bound in writing by the restrictions set forth herein,
(2) any such transfer shall not involve a disposition for value and (3) no public filing or disclosure under Section 16(a) of
the Exchange Act or other public report shall be required or shall be made voluntarily during the Lock-Up Period in connection with such
transfer, other than any report required to be filed under Section 16(a) of the Exchange Act during the Lock-Up Period in connection
with such transfer, in which case the undersigned shall clearly indicate in the footnotes thereto that such transfer is not for value,
that the Shares subject to such transfer remain subject to restrictions set forth herein and that the filing relates to the circumstances
described in this clause (ii), (iii) with the prior written consent of Morgan Stanley & Co. LLC, Goldman Sachs &
Co. LLC and J.P. Morgan Securities LLC on behalf of the Underwriters, (iv) if the undersigned is a partnership, limited liability
company or corporation, to (a) a partner, member or stockholder, as the case may be, of such partnership, limited liability company
or corporation, (b) any wholly owned subsidiary of the undersigned, (c) an affiliate (as such term is defined in Rule 405
of the Securities Act of 1933, as amended (the “Securities Act”)) of the undersigned or (d) if a transferee referred
to in clauses (a) through (c) above is not a natural person, any direct or indirect partner, member or shareholder of such
transferee until the Shares come to be held by a natural person, if provided that, in any such case of clauses (a) through (d),
(1) such transfer is not for value, (2) the transferee has agreed in writing to be bound by the same terms described in this
letter to the extent and for the duration that such terms remain in effect at the time of the transfer, (3) if the undersigned is
required to file a report under Section 16(a) of the Exchange Act reporting such transfer during the Lock-Up Period, the undersigned
shall clearly indicate in the footnotes thereto that such transfer is not for value, that the Shares subject to such transfer remain
subject to restrictions set forth herein and that the filing relates to the circumstances described in this clause (iv), and (4) no
other public filing or announcement shall be required or shall be made voluntarily in connection with such transfer, (v) by operation
of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that (1) the transferee
agrees to be bound in writing by the restrictions set forth herein, (2) if the undersigned is required to file a report under Section 16(a) of
the Exchange Act reporting a reduction in the aggregate beneficial ownership of the undersigned’s Shares in connection with such
transfer, the undersigned shall clearly indicate in the footnotes thereto that such transfer was by operation of law and that the Shares
subject to such transfer remain subject to restrictions set forth herein, and (3) no other public filing or announcement shall be
required or shall be made voluntarily in connection with such transfer, (vi) (a) pursuant to a bona fide third party tender
offer, merger, purchase, consolidation or other similar transaction that is approved by the board of directors of the Company and made
to all holders of the Company’s capital stock involving a change of control of the Company (and nothing in this Lock-Up Agreement
shall prohibit the undersigned from voting in favor of any such transaction or taking any other action in connection with such transaction),
provided that in the event that such tender offer, merger, purchase, consolidation or other such transaction is not completed, the undersigned’s
Shares shall remain subject to the provisions of this Lock-Up Agreement or (b) to the Company for the payment of the exercise price
upon the automatic “cashless” or “net” exercise of an option to purchase Shares in connection with the termination
of such option pursuant to its terms upon a change of control of the Company, provided that such option was granted pursuant to a Company
stock option plan or other incentive plan described in the registration statement related to the Public Offering and the Prospectus,
(vii) pursuant to the exercise of an option to purchase Shares in connection with the termination of such option pursuant to its
terms, provided that (1) such option was granted pursuant to a Company stock option plan or other incentive plan described in the
registration statement related to the Public Offering and the Prospectus, (2) any Shares received upon such exercise shall be subject
to the terms of this Lock-Up Agreement and (3) no filing under Section 16(a) of the Exchange Act or other public filing,
report or announcement reporting a reduction in the aggregate beneficial ownership of the undersigned’s Shares shall be required
or shall be voluntarily made during the Lock-up Period, (viii) to the Company (a) for the payment of the exercise price upon
the “cashless” or “net” exercise of an option to purchase Shares in connection with the termination of such option
pursuant to its terms, or (b) for the payment of tax withholdings (including estimated taxes) due as a result of the exercise of
an option to purchase Shares in connection with the termination of such option pursuant to its terms, in all such cases, provided that,
(1) such option was granted pursuant to a Company stock option plan or other incentive plan described in the registration statement
related to the Public Offering and the Prospectus, and (2) no public filing or disclosure under Section 16(a) of the Exchange
Act or other public report shall be required or voluntarily made during the Lock-Up Period in connection with such transfer, or (ix) transfers
to the Company of Shares in connection with the termination of service of an employee of the Company pursuant to agreements that provide
the Company with an option to repurchase such shares, provided that (1) if the undersigned is required to file a report under Section 16(a) of
the Exchange Act reporting a reduction in aggregate beneficial ownership of the undersigned’s Shares during the Lock-Up Period,
the undersigned shall clearly indicate in the footnotes thereto that the filing relates to the termination of the undersigned’s
employment, and (2) such contractual arrangement (or a form thereof) is described in the Final Prospectus or filed as an exhibit
to the Registration Statement. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by
blood, marriage or adoption, not more remote than first cousin. For purposes of clause (vi), “change of control” shall mean
the consummation of any bona fide third party tender offer, merger, purchase, consolidation or other similar transaction the result of
which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of a majority of total voting power of the voting
stock of the Company. The undersigned now has, and, except as contemplated by clause (i) through (ix) above, for the duration
of this Lock-Up Agreement will have, good and marketable title to the undersigned’s Shares, free and clear of all liens, encumbrances,
and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer
agent and registrar against the transfer of the undersigned’s Shares except in compliance with the foregoing restrictions.
The restrictions set forth in this Lock-Up Agreement
shall not apply to the establishment of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act for the transfer
of the undersigned’s Shares (a “10b5-1 Plan”), provided that no sale of Shares shall occur under such plan and no filing
under the Exchange Act or any other public filing or disclosure of such plan shall be voluntarily made by any person during the Lock-Up
Period unless any such public filing or disclosure shall be required by applicable law, in which case such public filing or disclosure
shall clearly indicate that no sales of Shares are permitted during the Lock-Up Period.
The restrictions set forth
in this Lock-Up Agreement shall not apply to the sale of any of the undersigned’s Shares pursuant to a 10b5-1 Plan established
prior to the date hereof, provided that to the extent a public announcement or filing under the Exchange Act, if any, is required of
or voluntarily made by or on behalf of the undersigned or the Company regarding sales made under the undersigned’s 10b5-1 Plan
during the Lock-Up Period, such announcement or filing shall include a statement to the effect that the sale of such Shares are being
made pursuant to the undersigned’s 10b5-1 Plan established prior to the date hereof.
The undersigned hereby consents
to receipt of this Lock-Up Agreement in electronic form and understands and agrees that this Lock-Up Agreement may be signed electronically.
In the event that any signature is delivered by facsimile transmission, electronic mail, or otherwise by electronic transmission evidencing
an intent to sign this Lock-Up Agreement, such facsimile transmission, electronic mail or other electronic transmission shall create
a valid and binding obligation of the undersigned with the same force and effect as if such signature were an original. Execution and
delivery of this Lock-Up Agreement by facsimile transmission, electronic mail or other electronic transmission is legal, valid and binding
for all purposes.
The undersigned understands
that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering.
The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs,
legal representatives, successors, and assigns.
This Lock-Up Agreement shall
automatically terminate and be of no further effect upon the earliest to occur, if any, of: (i) the Company advises the Representatives
in writing prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Public Offering, (ii) the
Underwriting Agreement is executed but is terminated (other than the provisions thereof that survive termination) prior to payment for
and delivery of the Shares to be sold thereunder, and (iii) June 1, 2024, in the event that the Underwriting Agreement has
not been executed on or before that date.
This Lock-Up Agreement and
any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
The undersigned acknowledges and agrees that the
Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned
with respect to the Public Offering of the Securities and the undersigned has consulted their own legal, accounting, financial, regulatory
and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Representatives
may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Public
Offering, the Representatives and the other Underwriters are not making a recommendation to you to participate in the Public Offering,
enter into this Letter Agreement, or sell any Shares at the price determined in the Public Offering, and nothing set forth in such disclosures
is intended to suggest that the Representatives or any Underwriter is making such a recommendation.
[Signature Page Follows]
| |
Very truly yours, |
| |
|
| |
|
| |
[Exact Name of Shareholder] |
| |
|
| |
|
| |
Authorized Signature |
| |
|
| |
|
| |
Title |
ANNEX II
FORM OF CERTIFICATE OF THE CHIEF FINANCIAL
OFFICER
JAMF HOLDING CORP.
CERTIFICATE OF THE CHIEF FINANCIAL OFFICER
May 13, 2024
Reference is hereby made to the Underwriting Agreement,
dated May 13, 2024 (the “Underwriting Agreement”), between Jamf Holding Corp. (the “Company”) and Morgan
Stanley & Co. LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC as representatives of the several underwriters
named on Schedule I thereto (the “Underwriters”). Capitalized terms used but not defined in this certificate have the meaning
assigned to them in the Underwriting Agreement.
I am responsible for the financial accounting
matters of the Company and am familiar with the accounting books and records and internal controls of the Company. To assist the Underwriters
in conducting and documenting their investigation of the affairs of the Company, I, Ian Goodkind, in my capacity as Chief Financial
Officer of the Company, do hereby certify pursuant to Section 8(g) of the Underwriting Agreement that after reasonable inquiry
and investigation by myself or members of my staff who are responsible for the Company’s financial and accounting matters:
| 1. | The items marked with a circled figure on the pages of the prospectus
and the Annual Report on Form 10-K for the year ended December 31, 2023, incorporated
by reference thereto, attached hereto (the “Prospectus”) (a) are derived
from the accounting books and records of the Company for the periods presented, (b) have
been presented on the basis described in the Pricing Prospectus and the Prospectus, (c) have
been prepared using assumptions made on a reasonable basis and in good faith and (d) fairly
present, in all material respects, the financial performance of the Company for the periods
presented. |
IN WITNESS WHEREOF, I have signed this certificate
as of the date first set forth above.
| |
|
| |
By: |
|
| |
|
Name: |
Ian Goodkind |
| |
|
Title: |
Chief Financial Officer |
Exhibit 5.1
|
333 West Wolf Point Plaza
Chicago, IL 60654
United States
+1 312 862 2000
www.kirkland.com |
Facsimile:
+1 312 862 2200 |
May 16, 2024
Jamf Holding Corp.
100 Washington Ave S, Suite 1100
Minneapolis, MN 55401
Re: Registration Statement on Form S-3ASR
Ladies and Gentlemen:
We are issuing this opinion
in our capacity as special legal counsel to Jamf Holding Corp., a Delaware corporation (the “Company”), in connection with
the proposed sale of up to an aggregate of 10,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”)
by certain stockholders of the Company (the “Selling Stockholders”) identified in the Registration Statement on Form S-3ASR
filed with the Securities and Exchange Commission (the “Commission”) on June 24, 2022 under the Securities Act of 1933,
as amended (the “Act”) (such Registration Statement on Form S-3ASR, as amended or supplemented, and the documents incorporated
by reference therein, is hereinafter referred to as the “Registration Statement”), the prospectus contained therein (the
“Prospectus”) and the supplement to the Prospectus dated as of May 13, 2024 (the “Prospectus Supplement”).
We understand that the Shares
are to be resold to the public as described in the Registration Statement, the Prospectus and the Prospectus Supplement and pursuant
to an underwriting agreement to be entered into by and among the Company, the Selling Stockholders and the underwriters party thereto,
substantially in the form as will be filed by the Company as an exhibit to a Current Report on Form 8-K.
In connection therewith,
we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and
other instruments as we have deemed necessary for the purpose of this opinion, including (i) the corporate and organizational documents
of the Company, including the Second Amended and Restated Certificate of Incorporation of the Company filed as Exhibit 3.1 to the
Registration Statement (the “Certificate of Incorporation”), (ii) minutes and records of the corporate proceedings of
the Company, (iii) the Registration Statement and the exhibits thereto, (iv) the Prospectus and (v) the Prospectus Supplement.
Austin
Bay Area Beijing Boston Brussels Dallas
Hong Kong Houston London Los Angeles Miami
Munich New York Paris Riyadh Salt Lake City
Shanghai Washington, D.C.
Jamf Holding Corp.
May 16, 2024
Page 2
For purposes of this opinion,
we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted
to us as copies and the authenticity of the originals submitted to us as copies. We have also assumed the legal capacity of all natural
persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority
of such persons signing on behalf of the parties thereto, other than the Company, and the due authorization, execution and delivery of
all documents by the parties thereto, other than the Company. We have not independently established or verified any facts relevant to
the opinions expressed herein, but have relied upon statements and representations of officers and other representatives of the Company
and others.
Based upon and subject to
the assumptions, qualifications and limitations identified in this opinion, we are of the opinion that the Shares have been duly authorized,
validly issued and fully paid and are non-assessable.
Our opinion expressed above
is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except
the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware constitution
and reported judicial decisions interpreting the foregoing).
We hereby consent to the
filing of this opinion with the Commission as Exhibit 5.1 to the Company’s Current Report on Form 8-K and to its incorporation
into the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Prospectus
and the Prospectus Supplement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the Commission.
We do not find it necessary
for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue
Sky” laws of the various states to the sale of the Shares.
This opinion is limited to
the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation
to revise or supplement this opinion after the date of effectiveness should the General Corporation Law of the State of Delaware be changed
by legislative action, judicial decision or otherwise after the date hereof.
Jamf Holding Corp.
May 16, 2024
Page 3
This opinion is furnished
to you in connection with the filing of the Company’s Current Report on Form 8-K, which is incorporated into the Registration
Statement, and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act, and is not to
be used, circulated, quoted or otherwise relied upon for any other purposes.
| |
Very truly yours, |
| |
|
| |
/s/ Kirkland & Ellis LLP |
| |
|
| |
Kirkland & Ellis LLP |
Exhibit 99.1
Jamf Announces Launch of Secondary
Offering of Common Stock by Selling Stockholders and Related Common Stock Repurchase
MINNEAPOLIS – May 13, 2024 – Jamf (Nasdaq:
JAMF), the standard in managing and securing Apple at work, today announced the commencement of an underwritten public offering (the “Offering”)
of its common stock by investment funds affiliated with Vista Equity Partners (the “Selling Stockholders”). The Selling
Stockholders are offering 8,956,522 shares of Jamf’s common stock pursuant to a registration statement on Form S-3 (the “Registration
Statement”) filed with the Securities and Exchange Commission (the “SEC”) on June 24, 2022. The Selling
Stockholders intend to grant the underwriters a 30-day option to purchase up to an additional 1,043,478 shares of Jamf’s common
stock from the Selling Stockholders.
Jamf is not selling any shares of common stock in this offering and
will not receive any proceeds from the sale of shares by the Selling Stockholders, but will bear the costs associated with the sale of
such shares, other than any underwriting discounts and commissions.
In addition, Jamf has authorized the purchase from the underwriters
of 2,000,000 shares of Jamf’s common stock that are the subject of the proposed Offering at the same per share price to be paid
by the underwriters to the Selling Stockholders in the Offering (the “Stock Repurchase”). Jamf intends to fund the concurrent
Stock Repurchase with existing cash on hand. The Stock Repurchase is conditioned upon the completion of the Offering and therefore there
can be no assurance that the Stock Repurchase will be completed. The Offering is not conditioned upon the completion of the Stock Repurchase.
Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC
and J.P. Morgan Securities LLC are acting as joint underwriters of the offering.
The Registration Statement on Form S-3 relating to these securities
has been filed with the SEC and became effective upon such filing. The offering will be made only by means of a prospectus and an accompanying
prospectus supplement. Before investing, prospective investors should read the prospectus, any accompanying prospectus supplement and
the documents incorporated by reference therein for more complete information. A copy of the prospectus and any prospectus supplement
relating to this offering may be obtained, when available, by visiting the SEC’s website at www.sec.gov. Alternatively, copies of
the prospectus and prospectus supplement relating to the offering may be obtained if you request it by contacting: Morgan Stanley &
Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; Goldman Sachs & Co. LLC, Prospectus Department,
200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316, or email: prospectus-ny@ny.email.gs.com; or J.P.
Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com
and postsalemanualrequests@broadridge.com.
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or
jurisdiction.
Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements
generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements
because they contain words such as “may,” “can,” “will,” “would,” “should,”
“expects,” “plans,” “anticipates,” “could,” “intends,” “target,”
“projects,” “contemplates,” “believes,” “estimates,” “predicts,” “forecasts,”
“potential,” or “continue,” or other similar terms or expressions that concern our expectations, strategy, plans,
or intentions. Forward-looking statements may involve known and unknown risks, uncertainties, and other factors that may cause our actual
results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements. These
statements include, but are not limited to, statements regarding the Offering and the Stock Repurchase.
The forward-looking statements contained in this press release are
also subject to additional risks, uncertainties, and factors, including those more fully described in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2023 and our other filings with the SEC. Moreover, we operate in a very competitive and rapidly
changing environment, and new risks and uncertainties may emerge that could have an impact on the forward-looking statements contained
in this press release.
Given these factors, as well as other variables that may affect our
operating results, you should not rely on forward-looking statements, assume that past financial performance will be a reliable indicator
of future performance, or use historical trends to anticipate results or trends in future periods. The forward-looking statements included
in this press release relate only to events as of the date hereof. We undertake no obligation to update or revise any forward-looking
statement as a result of new information, future events, or otherwise, except as otherwise required by law.
About Jamf
Jamf’s purpose is to simplify work by helping organizations manage
and secure an Apple experience that end users love and organizations trust. Jamf is the only company in the world that provides a complete
management and security solution for an Apple-first environment that is enterprise secure, consumer simple and protects personal privacy.
Media Contact:
Rachel Nauen
media@jamf.com
Investor Contact:
Jennifer Gaumond
ir@jamf.com
Exhibit 99.2
Jamf Announces Pricing of Secondary
Offering of Common Stock by Selling Stockholders and Related Common Stock Repurchase
MINNEAPOLIS – May 14, 2024 – Jamf (Nasdaq:
JAMF), the standard in managing and securing Apple at work, today announced the pricing of an underwritten public offering (the “Offering”)
of 8,956,522 shares of its common stock by investment funds affiliated with Vista Equity Partners (the “Selling Stockholders”),
at a price to the public of $18.25 per share. The Offering is expected to close on May 16, 2024, subject to the satisfaction of customary
closing conditions. The underwriters will have a 30-day option to purchase up to an additional 1,043,478 shares of Jamf’s common
stock from the Selling Stockholders.
Jamf is not selling any shares of common stock in this offering and
will not receive any proceeds from the sale of shares by the Selling Stockholders, but will bear the costs associated with the sale of
such shares, other than any underwriting discounts and commissions.
In addition, Jamf has agreed to purchase from the underwriters 2,000,000
shares of Jamf’s common stock that are the subject of the Offering at the same per share price to be paid by the underwriters to
the Selling Stockholders in the Offering (the “Stock Repurchase”). Jamf intends to fund the concurrent Stock Repurchase
with existing cash on hand. The Stock Repurchase is conditioned upon the completion of the Offering and therefore there can be no assurance
that the Stock Repurchase will be completed. The Offering is not conditioned upon the completion of the Stock Repurchase.
Morgan Stanley, Goldman Sachs & Co. LLC and J.P. Morgan are
acting as joint lead book-running managers of the Offering. BofA Securities, Barclays, RBC Capital Markets, Mizuho and HSBC are acting
as joint book-running managers of the Offering. Canaccord Genuity, Citizens JMP, Piper Sandler, William Blair, Needham & Company,
Loop Capital Markets, CastleOak Securities, L.P., Stern Brothers & Co. and Drexel Hamilton are acting as co-managers of the Offering.
The Registration Statement on Form S-3 relating to these securities
has been filed with the SEC and became effective upon such filing. The offering will be made only by means of a prospectus and an accompanying
prospectus supplement. Before investing, prospective investors should read the prospectus, any accompanying prospectus supplement and
the documents incorporated by reference therein for more complete information. A copy of the prospectus and preliminary prospectus supplement
relating to this offering and a copy of the final prospectus supplement, when available, may be obtained by visiting the SEC’s website
at www.sec.gov. Alternatively, copies of the the documents relating to this offering may be obtained if you request them by contacting:
Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; Goldman Sachs &
Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316, or email: prospectus-ny@ny.email.gs.com;
or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com
and postsalemanualrequests@broadridge.com.
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or
jurisdiction.
Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements
generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements
because they contain words such as “may,” “can,” “will,” “would,” “should,”
“expects,” “plans,” “anticipates,” “could,” “intends,” “target,”
“projects,” “contemplates,” “believes,” “estimates,” “predicts,” “forecasts,”
“potential,” or “continue,” or other similar terms or expressions that concern our expectations, strategy, plans,
or intentions. Forward-looking statements may involve known and unknown risks, uncertainties, and other factors that may cause our actual
results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements. These
statements include, but are not limited to, statements regarding the closing of the Offering and the Stock Repurchase.
The forward-looking statements contained in this press release are
also subject to additional risks, uncertainties, and factors, including those more fully described in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2023 and our other filings with the SEC. Moreover, we operate in a very competitive and rapidly
changing environment, and new risks and uncertainties may emerge that could have an impact on the forward-looking statements contained
in this press release.
Given these factors, as well as other variables that may affect our
operating results, you should not rely on forward-looking statements, assume that past financial performance will be a reliable indicator
of future performance, or use historical trends to anticipate results or trends in future periods. The forward-looking statements included
in this press release relate only to events as of the date hereof. We undertake no obligation to update or revise any forward-looking
statement as a result of new information, future events, or otherwise, except as otherwise required by law.
About Jamf
Jamf’s purpose is to simplify work by helping organizations manage
and secure an Apple experience that end users love and organizations trust. Jamf is the only company in the world that provides a complete
management and security solution for an Apple-first environment that is enterprise secure, consumer simple and protects personal privacy.
Media Contact:
Rachel Nauen
media@jamf.com
Investor Contact:
Jennifer Gaumond
ir@jamf.com
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