MSP Datto Holding Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

Datto Holding Corp.

(Name of Registrant as Specified in Its Charter)

Datto Holding Corp.

101 Merritt 7

Norwalk, Connecticut 06851

NOTICE OF WRITTEN CONSENT AND APPRAISAL RIGHTS

AND INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY.

To our Stockholders:

This notice of written consent and appraisal rights and information statement is being furnished to the holders of common stock, par value $0.001 per share (the “Company Common Stock”), of Datto Holding Corp., a Delaware corporation (“Datto”), in connection with the Agreement and Plan of Merger, dated as of April 11, 2022, by and among Datto, Knockout Parent Inc., a Delaware corporation and a wholly owned subsidiary of Kaseya Inc. (“Parent”), Knockout Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and, for limited purposes set forth in the Merger Agreement (as defined below), Kaseya Holdings Inc., a Delaware corporation, and Kaseya Inc., a Delaware corporation (the “Merger Agreement”), a copy of which is attached as Annex A to this information statement. Pursuant to the Merger Agreement, Merger Sub will merge with and into Datto with Datto surviving such merger as a wholly owned subsidiary of Parent (the “Merger”). Upon consummation of the Merger, each share of Company Common Stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will be canceled and converted into the right to receive an amount in cash equal to $35.50, without interest and less any applicable withholding taxes. However, the Merger consideration will not be paid in respect of (a) any shares of Company Common Stock held by Datto as treasury stock or owned by Parent or any of its subsidiaries (including Merger Sub), in each case as of immediately prior to the Effective Time, which will automatically be canceled and extinguished without consideration paid in exchange and (b) those shares of Company Common Stock held by any person who is entitled to demand and who has properly demanded appraisal of such shares of Company Common Stock under Delaware law and not withdrawn his, her or its demand for appraisal or has lost or waived such rights.

The board of directors of Datto has unanimously determined that it is in the best interests of Datto and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; approved the execution and delivery of the Merger Agreement by Datto, the performance by Datto of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and conditions set forth in the Merger Agreement; and resolved to recommend that the holders of Company Common Stock adopt the Merger Agreement and approve the Merger in accordance with the General Corporation Law of the State of Delaware (the “DGCL”).

The adoption of the Merger Agreement by Datto’s stockholders required the affirmative vote or written consent by holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon. On April 11, 2022, Vista Foundation Fund II, L.P., Vista Foundation Fund II-A, L.P., VFF II FAF, L.P., Vista Foundation Fund II Executive, L.P., Vista Foundation Associates II, LLC and Merritt VI Aggregator, LLC (collectively, the “Majority Stockholders”), which together on April 11, 2022 beneficially owned 113,753,615 shares of Company Common Stock representing approximately 69.1% of the aggregate voting power of the issued and outstanding shares of Company Common Stock, delivered a written consent approving and adopting in all respects the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger (the “Written Consent”). As a result, no further action by any stockholder of Datto is required under

applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement, and Datto will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement. This notice and the accompanying information statement shall constitute notice to you from Datto of the Written Consent contemplated by Section 228(e) of the DGCL.

Under Section 262 of the DGCL, if the Merger is completed, subject to compliance with the requirements of Section 262 of the DGCL, holders of shares of Company Common Stock, other than the Majority Stockholders, will have the right to seek an appraisal for, and be paid the “fair value” in cash of, their shares of Company Common Stock (as determined by the Delaware Court of Chancery), together with interest, if any, on the amount determined to be fair value, instead of receiving the Merger consideration. To exercise your appraisal rights, you must submit a written demand for an appraisal to Datto no later than twenty (20) days after the mailing of this information statement, which mailing date is May 25, 2022, and comply precisely with other procedures set forth in Section 262 of the DGCL, which are summarized in the accompanying information statement. A copy of Section 262 of the DGCL is attached to the accompanying information statement as Annex C. This notice and the accompanying information statement shall constitute notice to you from Datto of the availability of appraisal rights under Section 262 of the DGCL in connection with the Merger.

We urge you to read the entire information statement carefully. If the Merger is completed, you will receive instructions regarding payment for your shares of Company Common Stock.

BY ORDER OF THE BOARD OF DIRECTORS,

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying information statement. Any representation to the contrary is a criminal offense.

This information statement is dated May 25, 2022 and is first being mailed to stockholders on or about May 25, 2022.

TABLE OF CONTENTS

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TABLE OF CONTENTS (CONT’D)

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a Datto stockholder. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this information statement, the annexes to this information statement and the documents referred to or incorporated by reference in this information statement, each of which you should read carefully. You may obtain additional information, which is incorporated by reference in this information statement, without charge by following the instructions in “Where You Can Find More Information” beginning on page 87.

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A Non-United States Holder will generally not be subject to United States federal income tax on any gain resulting from the exchange of Company Common Stock pursuant to the Merger, unless such holder has certain connections to the United States, but the Merger could be a taxable transaction to such holder under non-United States tax laws applicable to such holder.

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Holders of Company Common Stock should read the section entitled “The Merger — Material United States Federal Income Tax Consequences of the Merger” beginning on page 51 for a more detailed description of the United States federal income tax consequences of the Merger. Tax matters can be complicated, and the tax consequences of the Merger to you will depend on your particular situation. Holders are urged to consult their own tax advisors about the United States federal, state, local and foreign tax consequences of the Merger.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This information statement, and the documents to which we refer you in this information statement, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, including, without limitation, statements regarding forecasts and projections as described in “The Merger — Certain Company Financial Forecasts” beginning on page 42, which are subject to the “safe harbor” created by those sections. All statements other than statements of historical fact included in this information statement are forward-looking statements, and they are subject to risks and uncertainties. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates and financial results or our plans and objectives for future operations, growth initiatives, or strategies are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

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We believe that the assumptions on which our forward-looking statements are based are reasonable. All subsequent written and oral forward-looking statements concerning the Merger or other matters addressed in this information statement and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Forward-looking statements speak only as of the date of this information statement or the date of any document incorporated by reference in this document. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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THE PARTIES TO THE MERGER AGREEMENT

Datto

Datto Holding Corp.

101 Merritt 7

Norwalk, Connecticut 06851

Phone: (888) 995-1431

Datto is the leading global provider of security and cloud-based software solutions for SMBs delivered through Datto’s global network of MSP partners. As of December 31, 2021, Datto had over 18,500 MSP partners with active subscriptions for one or more of Datto’s products. Datto, combined with its unified, cloud-based platform, provides mission-critical software, technologies and security solutions that MSPs can integrate into managed services that they offer to their SMB customers. For more information, visit www.datto.com. Additional information regarding Datto is contained in our filings with the SEC, copies of which may be obtained without charge by following the instructions in “Where You Can Find More Information” beginning on page 87.

The Company Common Stock is listed with, and trades on, the NYSE under the symbol “MSP”.

Parent

Knockout Parent Inc.

c/o Kaseya

701 Brickell Avenue #400

Miami, Florida 33131

Phone: (877) 282-8857

Parent is a Delaware corporation that is a wholly owned subsidiary of Kaseya. After the closing of the Merger, Parent will be the parent company of Datto.

Merger Sub

Knockout Merger Sub Inc.

c/o Kaseya

701 Brickell Avenue #400

Miami, Florida 33131

Phone: (877) 282-8857

Merger Sub, incorporated in the state of Delaware, was formed by Parent solely for the purpose of completing the Merger with Datto. Merger Sub is a wholly owned subsidiary of Parent and has not carried on any business, conducted any operations or incurred any liabilities or obligations, other than those incidental to its formation and pursuant to the Merger Agreement, the performance of its obligations under the Merger Agreement and matters ancillary to the Merger Agreement. Upon consummation of the Merger, Merger Sub will cease to exist.

Kaseya Holdings

Kaseya Holdings Inc.

701 Brickell Avenue #400

Miami, Florida 33131

Phone: (877) 282-8857

Kaseya Holdings is a premier provider of unified IT management and security solutions for MSPs and SMPs. Through its customer-centric approach, Kaseya Holdings delivers best in breed technologies that allow

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organizations to efficiently manage, secure and backup data. Kaseya Holdings offers a broad array of IT management solutions, including Unitrends, RapidFire Tools, Spanning Cloud Apps, IT Glue, ID Agent, Graphus, TruMethods and RocketCyber, serving more than thousands of organizations worldwide. These solutions are designed to automate and integrate IT functions enabling customers to more efficiently manage and secure their organizations. Kaseya Holdings’ website is www.kaseya.com.

Kaseya

Kaseya Inc.

701 Brickell Avenue #400

Miami, Florida 33131

Phone: (877) 282-8857

Kaseya is a Delaware corporation that is the parent company of Parent and a subsidiary of Kaseya Holdings.

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THE MERGER

Background of the Merger

The Board and the Company’s senior management periodically review the Company’s long-term strategy and objectives in light of market and industry conditions. These reviews have included, among other things, consideration of organic growth initiatives, acquisitions, divestitures, and potential business combination transactions, as well as other strategic opportunities, in each case with a view towards enhancing shareholder value.

On November 23, 2021, a representative of Insight Partners (“Insight”) reached out on an unsolicited basis to a representative of the Majority Stockholders seeking to schedule a discussion about the Company.

On November 29, 2021, representatives of Insight spoke to John Stalder and Jack Dillon, members of the Company’s Board, regarding Insight’s interest in a potential transaction with the Company. Mr. Stalder and Mr. Dillon stated that they would inform the Board of Insight’s potential interest at the next Board meeting.

On December 6, 2021, a representative of a private equity firm, which we refer to as Party A, contacted Mr. Stalder on an unsolicited basis requesting a conversation with respect to a potential transaction involving the Company.

On December 6, 2021, the Board held a meeting with members of the Company’s management and a representative of Kirkland & Ellis LLP (“Kirkland”), the Company’s outside legal advisor, in attendance. At the meeting, Mr. Stalder informed the Board of recent inquiries from Insight and from Party A, regarding their respective interest in a potential transaction involving the Company. After discussion, the Board directed Mr. Stalder to inform each party that the Company was not for sale and was focused on its upcoming investor day and executing its plan for the remainder of the fourth quarter, but that there was sufficient public information available for the private equity firms to develop their views with respect to any potential transaction and that the Board was open to evaluating any opportunities that created value for all shareholders. Following the Board meeting, Mr. Stalder contacted representatives of each of Insight and Party A to deliver the message directed by the Board.

On December 16, 2021, the Board held a meeting with members of the Company’s management and a representative from Kirkland in attendance. At the meeting, Mr. Stalder informed the Board that he delivered the message to Insight and Party A. The Board agreed that the same message would be provided to any other party who might express similar interest in the future. No decision was made to pursue a review of strategic alternatives or sale process at that time.

On December 22, 2021, a representative of a private equity firm, which we refer to as Party B, contacted Mr. Stalder on an unsolicited basis to generally discuss the sector in which the Company operated. The representative of Party B and Mr. Stalder did not discuss a transaction involving Party B and the Company.

On January 3, 2022, a representative of Evercore, financial advisor to Insight and TPG Global, LLC (collectively, “Insight/TPG”), contacted Monti Saroya, member and chairman of the Board, and indicated that Insight/TPG might be interested in pursuing a transaction involving the Company. Mr. Saroya noted that any indications of interest should be directed to Tim Weller, the Chief Executive Officer of the Company.

On January 10, 2022, a representative of a private equity firm, which we refer to as Party C, contacted Mr. Saroya on an unsolicited basis and indicated that Party C was interested in exploring a potential strategic transaction with the Company. Mr. Saroya told Party C that if Party C was interested in making a proposal they should direct it to Mr. Weller.

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On January 21, 2022, a representative of Party C called Mr. Saroya to inform him that Party C would be submitting a written proposal with respect to a potential transaction involving the Company. Mr. Saroya told him to send any proposals directly to Mr. Weller.

On January 23, 2022, a representative of Evercore contacted Mr. Saroya and informed him that Insight/TPG remained interested and was continuing to do work based on publicly available information.

On January 24, 2022, a representative of Party C contacted Mr. Weller to inform him that they were interested in a potential transaction with the Company and intended to submit a written proposal.

On January 25, 2022, representatives of Party C submitted a non-binding written indication of interest to acquire all of the outstanding shares of the Company for $30.00 per share (the “Party C January 25 Proposal”).

On January 26, 2022, a representative of Party C contacted Mr. Weller to reiterate Party C’s enthusiasm with respect to a potential transaction with the Company.

Also on January 26, 2022, a representative of Evercore contacted Mr. Weller to inform him that Insight/TPG were interested in a potential transaction involving the Company and that they would be submitting a written proposal.

On February 2, 2022, representatives of Insight/TPG submitted a nonbinding indication of interest to Mr. Weller to acquire all of the outstanding shares of the Company for $30.50 per share (the “Insight/TPG February 2 Proposal”), in a contemplated transaction that would combine the Company with Kaseya Holdings, a portfolio company controlled by Insight and backed by a significant investment from Insight/TPG (together with Insight/TPG, the “Kaseya Parties”).

Also on February 2, 2022, a representative of Evercore contacted Mr. Weller to reiterate Insight/TPG’s enthusiasm with respect to the possibility of a potential business combination.

On February 10, 2022, the Board held a meeting, with members of the Company’s management and a representative of Kirkland in attendance. At the meeting, the Board discussed the terms set forth in the Party C January 25 Proposal and the Insight/TPG February 2 Proposal, both of which had previously been shared with the Board. The Board determined that the current offers submitted by Party C and Insight/TPG were not at a level that would warrant further engagement at this time. Notwithstanding that determination, the Board discussed the potential engagement of a financial advisor and decided that it would be advisable to engage a financial advisor to assist with evaluating and responding to any further proposals that may be received. The Board discussed the advantages and disadvantages of potential financial advisors and directed management to contact Qatalyst Partners because of its familiarity with the Company and expertise in technology mergers and acquisitions. The Board also instructed management to begin preparing long-range projections for the Company for use by the Board in evaluating any further proposals that may be received.

On February 14, 2022, on behalf of the Board, a representative of Qatalyst Partners called a representative of Party C to discuss the Party C January 25 Proposal and informed Party C that the Board had determined that the valuation in the Party C January 25 Proposal was not at a level that would warrant further engagement at this time.

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On February 15, 2022, on behalf of the Board a representative of Qatalyst Partners called a representative of Evercore to discuss the Insight/TPG February 2 Proposal and informed Evercore that the Board had determined that the valuation in the Insight/TPG February 2 Proposal was not at a level that would warrant further engagement at this time.

On February 17, 2022, Party B submitted an unsolicited indication of interest to Mr. Weller to acquire all of the outstanding shares of the Company for $32.50 per share.

Also on February 17, a representative of a private equity firm, which we refer to as Party D, contacted a representative of Qatalyst on an unsolicted basis expressing an interest in the Company.

On February 18, 2022, the Board held a meeting, with members of the Company’s management and representatives of Kirkland in attendance. Members of management updated the Board on, among other things, recent discussions with Qatalyst Partners and on the preliminary indications of interest that the Company had received with respect to a potential acquisition of the Company. Following discussion, the Board determined to conduct a review of strategic alternatives available to the Company and decided to formally engage Qatalyst Partners to assist with the evaluation of strategic alternatives available to the Company. The Board selected Qatalyst Partners as its financial advisor because of its reputation as a highly regarded investment bank, substantial knowledge of the industry in which the Company operates, familiarity with the Company and extensive experience in providing financial advice in connection with strategic transactions. The Board directed management to instruct Qatalyst Partners to reach out to certain other private equity firms and potential strategic counterparties (which were determined in consultation with Qatalyst Partners) who, because of their familiarity with the sector and ability to consummate a transaction, were viewed as the most likely potential acquirers of the Company to gauge their interest in a potential transaction involving the Company and gather information with respect to the strategic alternatives available for the Board to consider.

Following the February 18 Board meeting, at the direction of the Board, Qatalyst Partners contacted each of Insight/TPG, Party B and Party C to inform them the Company had received multiple unsolicited proposals, and that the price per share set forth in their respective proposals represented insufficient value for the Company’s shareholders, and if they were interested in acquiring the Company, they should each submit a revised proposal with an increased offer price based on public information. Also, at the direction of the Board, Qatalyst Partners contacted nine additional private equity firms (including Party A and Party D) and six strategic parties, which were selected for outreach as the parties most likely to be interested in exploring a transaction involving the Company based on their perceived interest in making investments in the industry in which the Company operates and their financial capability to consummate a transaction of this size. Party A and Party D and one other private equity firm, referred to herein as Party E, subsequently indicated they would potentially be interested in a transaction involving the Company. None of the strategic parties or the other private equity firms contacted was interested in pursuing the opportunity citing a variety of reasons, including competing priorities, the market in which the Company operates, the Company’s customer profile, expected valuation and competitive interest in the Company.

On February 23, 2022, the Company announced its financial results for the 2021 fiscal year, which were in-line with and, in certain instances, exceeded, the Company’s previously announced guidance.

On February 24, 2022, representatives of Party C spoke to representatives of Qatalyst Partners and requested a call with Mr. Weller to discuss the Company’s recent earnings release and other high priority questions as Party C considered submitting a revised proposal.

On February 25, 2022, Insight/TPG submitted a revised indication of interest, proposing a price of $34.00 per share, as well as a draft merger agreement.

On February 28, 2022, the Company entered into a confidentiality agreement with Party C. The confidentiality agreement included customary nondisclosure provisions and a standstill provision that prohibited the financial sponsor, for an agreed-upon period from the date of the agreement, from publicly offering to acquire or acquiring the Company, and from taking certain other actions, including soliciting proxies, without the prior consent of the

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Company. The confidentiality agreement provided Party C with the ability to make acquisition proposals at any time following the Company’s entry into a definitive agreement with a third party providing for a sale of Company. In addition, the confidentiality agreement with Party C required the financial sponsor to obtain the Company’s consent prior to contacting any financing sources or teaming with other parties regarding a potential transaction with the Company. Also on February 28, 2022, following execution of the confidentiality agreement, Party C held a call with Mr. Weller to discuss recent earnings and other high priority questions as previously requested.

Also on February 28, Party C submitted a revised indication of interest valuing the Company at $33.00–34.00 per share.

On March 1, 2022, Party B submitted a revised non-binding indication of interest to acquire the Company for $33.75 per share.

On March 2, 2022 the Board held a meeting, with members of the Company’s management and representatives of Kirkland in attendance. Management updated the Board on the status of the indications of interest that had been received from third parties. The Board discussed that a number of the potential bidders intended to combine the Company with an existing portfolio company controlled by the relevant private equity firm and the additional considerations raised in connection with such proposals, including potential incremental regulatory and financing considerations. Members of management also updated the Board on the long-range financial projections that were being prepared by management, and a discussion ensued with respect to the projections during which it was noted that the projections would be included in the preliminary valuation analysis to be presented by Qatalyst Partners at the next Board meeting. Also at the meeting, Kirkland reviewed with the Board its fiduciary duties under Delaware law and discussed certain considerations for the Board of Directors when undertaking an evaluation of strategic alternatives, including a potential sale of the Company, which included (among other things) the importance of monitoring and disclosing to the Board any potential conflicts of interest that could arise in connection with any strategic process. At the meeting, the Board formed a Transaction Committee for convenience and efficiency, and not to address any potential conflicts of interest, and Monti Saroya, Mr. Stalder, Adrian Dillon, Austin McChord and Mr. Weller, all of whom had significant experience with mergers and acquisition transactions and indicated they would be available on short notice in the upcoming period, were appointed to the Transaction Committee. The Board authorized the Transaction Committee to help oversee and coordinate with management and advisors with respect to a possible transaction involving the Company and to provide input on negotiations and discussions with potential buyers regarding a possible transaction, but reserved for the full Board the right to approve any potential transaction involving the Company.

Also on March 2, 2022, Party D submitted an initial indication of interest valuing the Company at $30.00–32.00 per share. At the direction of the Board, Qatalyst Partners informed Party D that that valuation was below the indications of interest that had been received from other counterparties and encouraged Party D to increase their price.

On March 4, 2022, Party D informed Qatalyst Partners that they could not increase their price above the range indicated in the March 2 proposal and were withdrawing from the process.

On March 5, 2022, the Board held a meeting, with members of the Company’s management and representatives of Kirkland and Qatalyst Partners in attendance. Members of management and representatives of Qatalyst Partners updated the Board with respect to the preliminary letters of interest that had been received from private equity firms and the Board discussed with its advisors regulatory considerations with respect to each of the private equity firms that had submitted a preliminary letter of interest. The Board reviewed the long-range financial projections (the “Projections”) that had been prepared by the Company’s management. Representatives of Qatalyst Partners gave a presentation to the Board with respect to a preliminary valuation analysis. The Board discussed the valuation analysis in light of the Company’s standalone plan that had been prepared by management, ongoing market volatility and challenges facing the industry in which the Company operates. The

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Board and members of management in attendance also discussed with representatives of Qatalyst Partners potential alternatives to a sale of the Company, including continuing to execute the Company’s standalone plan. At the meeting, the Board considered and discussed whether the timing was appropriate for a potential sale transaction, including the relative risks and benefits and focusing on, among other things, the probability of consummating a successful sale at compelling value and the ability of the Company to execute on its standalone plan given challenges facing the industry.

After consultation with Qatalyst Partners, the Board instructed management and its advisors to continue to move forward with a process to determine if any of the parties that had submitted initial indications of interest would be willing to acquire the Company at a compelling valuation. The Board also authorized the continued use of the Projections by Qatalyst Partners and the provision of the Projections to interested parties who had executed a confidentiality agreement with the Company. Following the meeting, Qatalyst Partners reached out to each of Insight/TPG, Party B and Party C to inform them the Company would be willing to provide access to management and diligence information (including the Projections) following execution of a mutually acceptable confidentiality agreement.

Later in the day on March 5, 2022, Qatalyst Partners sent its conflict disclosure letter to the Board, which provided that, in Qatalyst Partners’ opinion, it had no conflicts that would limit its ability to fulfill its responsibilities as financial advisor to the Company.

On March 7, 2022, a representative of one of the private equity firms contacted by Qatalyst Partners following the February 18 Board meeting, which we refer to as Party E, submitted a nonbinding indication of interest to acquire the Company at a valuation of between $28.00 and $31.00 per share. At the direction of the Board, Qatalyst Partners informed Party E that its valuation was below the indications of interest that had been received from other counterparties and encouraged Party E to increase its offer price if it wanted to move forward in the process.

On March 8, 2022, Party C was provided with access to a virtual data room with diligence information regarding the Company (the “Data Room”).

Also on March 8, 2022, the Company entered into a confidentiality agreement with Party B. The confidentiality agreement included customary nondisclosure provisions and a standstill provision that prohibited the financial sponsor, for an agreed-upon period from the date of the agreement, from publicly offering to acquire or acquiring the Company, and from taking certain other actions, including soliciting proxies, without the prior consent of the Company. The confidentiality agreement provided Party B with the ability to make acquisition proposals at any time following the Company’s entry into a definitive agreement with a third party providing for a sale of Company. In addition, the confidentiality agreement required the financial sponsor to obtain the Company’s consent prior to contacting any financing sources or teaming up with other parties regarding a potential transaction with the Company. Also on March 8, 2022, members of the Company’s senior management held a due diligence meeting with Party B, which was attended by representatives of Qatalyst Partners. The following day, on March 9, 2022, Party B was provided with access to the Data Room.

On March 9, 2022, a representative of Party A submitted a nonbinding indication of interest to acquire the Company at a valuation of $32.50 per share. Also on March 9, 2022, members of the Company’s senior management held a due diligence meeting with Party C, which was attended by representatives of Qatalyst Partners.

Also on March 9, 2022, the Projections prepared by management were uploaded to the Data Room.

On March 10, 2022, Party E informed Qatalyst Partners that they were not interested in pursuing a transaction with the Company at a price above $31.00 per share and were withdrawing from the process.

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On March 11, 2022, the Transaction Committee held a meeting, with members of the Company’s management and representatives of Kirkland and Qatalyst Partners in attendance. Members of management and representatives of Qatalyst Partners updated the Board on the status of the diligence being conducted and the Transaction Committee discussed timing considerations and next steps.

On March 14, 2022, a representative of a private equity firm, which we refer to as Party F, sent an unsolicited email to a representative of Qatalyst Partners indicating that they were interested in a transaction involving the Company. Qatalyst Partners informed Party F that if they had a strong interest, Party F should submit an indication of interest based on publicly available information.

On March 16, 2022, Bloomberg published an article reporting that the Company was exploring strategic options, including a potential sale.

Also on March 16, 2022, the Compensation and Nominating Committee of the Board (the “Compensation Committee”) held a meeting, with Mr. Weller, representatives of Kirkland and representatives of the Company’s independent compensation consultant, Pearl Meyer, in attendance. The Compensation Committee discussed a range of potential post-termination change in control protections for members of management. The Compensation Committee discussed the competitive employment environment and the risks of employees leaving or being poached following a deal announcement and the importance of ensuring the necessary employees remained in place to manage the Company following the announcement of any transaction. The Compensation Committee requested that management provide additional information with respect to potential post-termination change in control protections for the Compensation Committee’s consideration.

On March 16, 2022, members of the Company’s senior management provided a presentation to representatives of Party B regarding the Company, which was attended by representatives of Qatalyst Partners.

During the week of March 14, 2022, the Company entered into confidentiality agreements with each of Party A and the Kaseya Parties. Each of the confidentiality agreements included customary nondisclosure provisions and a standstill provision that prohibited the financial sponsor and the Kaseya Parties, as applicable, for an agreed-upon period from the date of the agreement, from publicly offering to acquire or acquiring the Company, and from taking certain other actions, including soliciting proxies, without the prior consent of the Company. Each of the confidentiality agreements provided the applicable counterparty with the ability to make acquisition proposals at any time following the Company’s entry into a definitive agreement with a third party providing for a sale of the Company. In addition, each of these confidentiality agreements required the financial sponsor and the Kaseya Parties, as applicable, to obtain the Company’s consent prior to contacting any financing sources (with certain financing sources of the Kaseya Parties being pre-approved) or teaming up with other parties regarding a potential transaction with the Company.

After executing confidentiality agreements, the Kaseya Parties and Party A were granted access to the Data Room (including the Projections) on March 16 and March 17, respectively.

On March 18, 2022, the Compensation Committee held a meeting, with Mr. Weller, representatives of Kirkland and Pearl Meyer in attendance. The Compensation Committee reviewed and discussed the alternatives with respect to potential post-termination change in control protections.

On March 20, 2022, the Board held a meeting, with members of the Company’s management and representatives of Kirkland and Qatalyst Partners in attendance. Members of management updated the Board on the status of diligence and upcoming meetings scheduled with parties. Qatalyst Partners also updated the board on feedback that had been received from bidders in connection with the sale process. Qatalyst Partners also discussed with the Board the email and subsequent call Qatalyst Partners had received from Party F and the absence of any additional follow-up or engagement by Party F. The Board determined to not engage in subsequent conversations with Party F given its failure to submit an indication of interest, fund size and lack of history in similar transactions.

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On March 21, 2022, members of the Company’s senior management provided a presentation to representatives of Kaseya Parties regarding the Company, which was attended by representatives of Qatalyst Partners.

On March 25, 2022, representatives of the Kaseya Parties and Party B contacted representatives of Qatalyst Partners to request permission to partner with each other.

On March 27, 2022, an initial draft merger agreement that had been prepared by Kirkland was uploaded to the Data Room and made available to the Kaseya Parties, Party B and Party C. The initial draft merger agreement provided for (i) a “hell-or-high-water” regulatory efforts covenant, (ii) a 45-day go-shop period following the announcement of a transaction, during which the Company would be entitled to solicit competing proposals and (iii) the buyer to provide equity commitment letters for the full purchase price.

On March 28, 2022, the Transaction Committee held a meeting, with members of the Company’s management and representatives of Kirkland and Qatalyst Partners in attendance. Members of management and representatives of Qatalyst Partners updated the Transaction Committee on recent conversations with interested parties, including that the Kaseya Parties and Party B had requested to partner with each other to submit a combined proposal. The Transaction Committee discussed the benefits of the two parties working together, including the fact that it was unlikely that Party B would be able to submit a competitive proposal on its own, and determined to allow the Kaseya Parties and Party B to partner with each other. The Kaseya Parties and Party B are hereinafter collectively referred to as the Consortium.

On March 28, 2022, Qatalyst Partners sent a process letter to each of the Consortium and Party C instructing each party to submit written proposals specifying the best and final per share purchase price that the party would be willing to pay for an acquisition of 100% of the outstanding equity of the Company on April 7, 2022. In addition, the process letter instructed the bidders to submit markups of the draft merger agreement that had been uploaded to the Data Room to Kirkland no later than April 1, 2022.

On March 29, 2022, the Compensation Committee approved amendments to the award agreements for certain executives that provided for acceleration of equity awards upon certain qualifying terminations within twelve months following a change of control transaction.

Between March 17, 2022, and the management meeting on March 31, 2022, representatives of Qatalyst Partners followed up with Party A multiple times, noting that the process was moving expeditiously and that Company management were ready to assist with any diligence questions. On March 31, 2022, members of the Company’s senior management provided a presentation to representatives of Party A regarding the Company, which was attended by representatives of Qatalyst Partners. Following that meeting, Party A did not engage in any further discussions with the Company.

During the period from March 1, 2022 until March 31, 2022, each of the Kaseya Parties, Party B and Party C provided supplemental due diligence requests and had further diligence discussions with members of management of the Company to discuss the Company’s business and other due diligence matters. Throughout the month, at the direction of the Transaction Committee, members of management and representatives of Qatalyst Partners engaged in extensive follow-up due diligence discussions and meetings at the request of interested counterparties regarding the Company’s business, including, but not limited to, the Company’s financial condition, sales & marketing strategy, product management and technology roadmap.

Throughout the Company’s evaluation of potential strategic alternatives, members of senior management had conversations with representatives of the various potential acquirers, including the Kaseya Parties. The Company’s management team was directed by the Board not to, and they did not, discuss any post-transaction employment or compensation matters for management with any potential acquirers or financial sponsors. The confidentiality agreements with each of the potential bidders also restricted their ability to have discussions with the Company’s management team regarding an equity rollover or any post-transaction employment or compensation matters.

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On April 1, 2022, legal counsel for Party C and Willkie Farr & Gallagher (“Willkie”), legal counsel for the Consortium, each submitted revised drafts of the merger agreement to Kirkland.

On April 4, 2022, the Transaction Committee held a meeting, with members of the Company’s management and representatives of Kirkland and Qatalyst Partners in attendance. Members of management and Qatalyst Partners updated the Transaction Committee on discussions and diligence activity of each of the potential bidders. A representative of Kirkland described the most significant issues raised by the markups received from each of the potential bidders, including, among others, (i) neither of the agreements committed to a “hell or high water” regulatory efforts covenant, (ii) both of the markups provided that the Company’s Majority Stockholder would deliver an irrevocable written consent shortly after execution of the merger agreement, meaning there would be no meaningful period of time when the Board would have a “fiduciary out” if a superior proposal emerged, (iii) the amount of the reverse termination fee proposed by each party and (iv) neither party agreed to provide equity commitment letters for the full purchase price (although the Kaseya Parties noted that their financing plans were still being finalized). The Transaction Committee discussed the issues raised by each of the markups and how to respond to each of the parties. The Transaction Committee instructed Kirkland to set up calls with the legal counsel for each of the potential bidders to discuss feedback on the markups that had been received and to ask them to resubmit markups showing improvement on the points with their final bids on April 7, 2022.

Later in the day on April 4, at the direction of the Transaction Committee, Kirkland held a call with Willkie and delivered feedback on the markup of the merger agreement that Willkie had submitted, noting that to best position their client they should submit a revised draft of their merger agreement markup with their final bid showing any movement they were willing to make on the points discussed. Kirkland noted, among other things, that the Board was not prepared to enter into a transaction with the Kaseya Parties without a robust regulatory efforts covenant. Kirkland also noted that the Board was asking for a period of time after signing when the Board would have a fiduciary out if a superior proposal emerged. Willkie stated that it would be difficult for their client to proceed with a transaction without an irrevocable written consent delivered shortly after execution of the merger agreement. Kirkland also noted that Willkie’s markup of the merger agreement had noted that a full equity backstop was under consideration and stated that the Board would need clarity on the financing plan in connection with the final bid submission.

Kirkland also held a call with legal counsel for Party C and provided them with feedback on the issues in their markup of the merger agreement, noting that, to best position their client in the competitive process, they should submit revised drafts of the merger agreement with their final bid on April 7, 2022, reflecting movement they were willing to make on the points that had been raised.

On April 7, 2022, representatives of the Kaseya Parties informed representatives of Qatalyst Partners that they were no longer partnering with Party B but were planning to submit a bid and revised merger agreement later in the day, as requested. Later in the day on April 7, the Kaseya Parties submitted a proposal to acquire 100% of the equity securities of the Company for $35.00 per share, which included a revised draft of the merger agreement and executed financing commitment documentation.

Also on April 7, 2022, representatives of Party C informed representatives of Qatalyst Partners that, if Party C were to submit a bid, it would be below the range in Party C’s February 28, 2022 indication of interest due to a change in Party C’s view of the long-term growth prospects of the industry in which the Company operates. The representatives of Qatalyst Partners informed Party C that the Company would not be interested in pursuing a transaction at a price below the range indicated in their February 28, 2022 indication of interest. Party C did not submit an updated proposal.

Also on April 7, 2022, representatives of Qatalyst Partners followed up with representatives of Party A and were informed that Party A was withdrawing from the process and would not be submitting a bid for the Company because Party A did not believe it would be able to compete on valuation.

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On April 8, 2022, the Board held a meeting, with members of the Company’s management and representatives of Kirkland and Qatalyst Partners in attendance, to discuss the proposal received from the Kaseya Parties. Representatives of Kirkland and Arnold & Porter, who had been engaged as special regulatory counsel to the Board, discussed with the Board the regulatory considerations relevant to a transaction with the Kaseya Parties. Representatives of Qatalyst Partners summarized the proposal received from the Kaseya Parties, including that Party B had decided not to partner with the Kaseya Parties and was not interested in submitting an independent proposal. Qatalyst Partners also described the conversations that had occurred with Party C and Party A. Representatives of Kirkland summarized the terms of the revised Merger Agreement received from the Kaseya Parties, including with respect to: (i) the Kaseya Parties requirement that the Company’s Majority Stockholders deliver an irrevocable written consent promptly following the execution of the Merger Agreement; (ii) the amount of the termination fee payable by the Kaseya Parties in certain circumstances, which had increased to 6% in the revised draft submitted with the Kaseya Parties’ bid; and (iii) the regulatory efforts commitments proposed by the Kaseya Parties, which generally accepted the “hell-or-high-water” standard with respect to the remedy-related actions that may be required to be taken by the Company, but not with respect to Kaseya. The Board discussed the outreach that had been conducted to potentially interested parties by Qatalyst Partners, the robust process that had been run with multiple bidders receiving access to diligence information, and the fact that no additional bidders had come forward following public news reports that the Company was considering a potential transaction. In light of those considerations, the Board determined that it was willing to proceed with consideration of a transaction with the Kaseya Parties that required the delivery of an irrevocable written consent by the Company’s Majority Stockholders promptly following the execution of the definitive merger agreement. The Board also discussed the importance of the regulatory efforts covenant also binding Kaseya directly to increase closing certainty. Later in the day on April 8, 2022, at the request of the Board, representatives of Qatalyst Partners called representatives of Evercore and informed them that if the Kaseya Parties increased their price to $35.50 per share and improved certain key contractual points, the Board was prepared to move forward with the Kaseya Parties to seek to sign and announce a transaction before the markets opened in the U.S. on Monday, April 11. Representatives of Evercore requested that the Company provide the Kaseya Parties with a short period of exclusivity to finalize the terms of a transaction. Representatives of Qatalyst Partners noted that the Company was prepared to move forward expeditiously to seek to sign and announce a transaction on Monday, but would not agree to provide the Kaseya Parties with an exclusivity period. Representatives of the Kaseya Parties confirmed they were prepared to move forward on that basis. Also on April 8, 2022, a representative of Qatalyst Partners confirmed by email to representatives of Kirkland that there had been no changes to its conflict disclosure which had previously been reviewed with the Board.

Also on April 8, 2022, the Board and Compensation Committee approved a grant of 200,000 restricted stock units to Mr. Weller. This award was made to align Mr. Weller’s compensation with market practices and was determined to be in the best interests of the Company following discussions with the Company’s independent compensation consultant.

On the evening of April 8, 2022, representatives of Kirkland and Willkie held a call to discuss the status of the transaction documentation, including the merger agreement, disclosure schedules and equity commitment letters.

Early in the morning on April 9, 2022, Kirkland sent a revised draft of the merger agreement to Willkie.

Throughout the day on April 9 and 10, representatives of Kirkland and Willkie and members of the Company’s management engaged in numerous calls and exchanged revised drafts of the merger agreement, financing commitment letters and other transaction documents.

On April 10, 2022, the Board held a meeting with members of the Company’s management and representatives of Kirkland and Qatalyst Partners in attendance. At the meeting, representatives of Kirkland, Qatalyst Partners and senior management updated the Board regarding the status of the definitive transaction documents and the financing commitments. Representatives of Kirkland reviewed the fiduciary duties of the directors and, thereafter, reviewed the terms of the latest drafts of the proposed Merger Agreement and the related

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documentation. Kirkland informed the Board that Qatalyst had confirmed to Kirkland via email that there had been no changes to Qatalyst Partners’ conflict disclosure which had previously been reviewed with the Board. Qatalyst Partners reviewed with the Board Qatalyst Partners’ financial analyses of the per share consideration of $35.50 in cash, without interest, to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Company common stock, which included an illustrative discounted cash flow analysis.

Early in the morning Eastern time on April 11, 2022 (late in the evening Pacific time on April 10), the Board held a meeting, with members of the Company’s management and representatives of Kirkland and Qatalyst Partners in attendance. A representative of Kirkland updated the Board regarding the status of the definitive transaction documents and financing commitments. Qatalyst Partners then delivered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated April 10, 2022, to the effect that, as of April 10, 2022, and based upon and subject to the various assumptions, qualifications, limitations and other matters considered in connection with preparation of such opinion as set forth therein, the per share consideration of $35.50 in cash to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Company common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. Qatalyst Partners’ opinion is more fully described in the section of this information statement titled “—Opinion of Qatalyst Partners.” Following discussion and consideration of the Merger Agreement and the other transactions contemplated by the Merger Agreement (including the factors described in the section titled “—Reasons for the Merger; Recommendation of the Board”), the members of the Board unanimously adopted resolutions: (1) declaring that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement were advisable and in the best interests of the Company’s stockholders; (2) approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement; and (3) recommending adoption of the Merger Agreement to the stockholders of the Company.

On April 11, 2022, the Company and the Kaseya Parties executed the Merger Agreement. Shortly after execution of the Merger Agreement, the Majority Stockholders delivered the Written Consent. The Company and the Kaseya Parties issued a joint press release announcing the entry into the Merger Agreement before the opening of the U.S. stock exchanges on April 11, 2022.

Recommendation of the Board; Reasons for the Merger

After careful consideration, the Board unanimously:

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In the course of the Board making such determinations, the Board consulted with management of Datto, as well as Datto’s legal and financial advisors, and considered the following potentially positive factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

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The Board also considered and balanced against the potentially positive factors a number of potentially negative factors concerning the Merger, including the following factors:

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During its consideration of the transaction with Kaseya, the Board was also aware of and considered that Datto’s directors and executive officers may have interests in the Merger that differ from, or are in addition to, the interests of Datto’s stockholders generally, as described under “The Merger — Interests of Our Directors and Executive Officers in the Merger” beginning on page 44.

After taking into account all of the factors set forth above, as well as others, the Board determined that the potentially positive factors outweighed the potentially negative factors. The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but summarizes the material information and factors considered by the Board in its consideration of the Merger. The Board reached the decision to recommend and approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, in light of the factors described above and other factors the Board felt were appropriate. In view of the variety of factors and the quality and amount of information considered, the Board did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and individual members of the Board may have given different weights to different factors. The Board conducted an overall analysis of the factors described above, including thorough discussions with, and questioning of, senior management of Datto, Qatalyst Partners as financial advisor, and Kirkland & Ellis LLP as legal advisor, and considered the factors overall to be favorable to, and to support, its determinations. This explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 16.

Required Stockholder Approval for the Merger

Under Delaware law and Datto’s certificate of incorporation, the adoption of the Merger Agreement by our stockholders required the affirmative vote or written consent of stockholders of Datto holding in the aggregate at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon. As of April 11, 2022, the record date for determining stockholders of Datto entitled to vote on the adoption of the Merger Agreement, there were 164,658,144 shares of Company Common Stock outstanding. Holders of Company Common Stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including adoption of the Merger Agreement.

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On April 11, 2022, immediately following the execution of the Merger Agreement, the Majority Stockholders, which as of April 11, 2022 collectively beneficially owned 113,753,615 shares of Company Common Stock representing approximately 69.1% of the then outstanding shares of Company Common Stock, delivered the Written Consent. No further action by any other Datto stockholder is required under applicable law or the Merger Agreement (or otherwise) in connection with the adoption of the Merger Agreement. As a result, Datto is not soliciting your vote for the adoption of the Merger Agreement and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement. No action by the stockholders of Parent is required to complete the Merger and all requisite corporate action by and on behalf of Merger Sub required to complete the Merger has been taken.

When actions are taken by the written consent of less than all of the stockholders entitled to vote on a matter, Delaware law requires notice of the action be given to those stockholders who did not consent in writing to the action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents signed by a sufficient number of holders to take the action were delivered to the corporation in accordance with Section 228 of the DGCL. This information statement and the notice attached hereto constitute notice to you from Datto of the Written Consent as required by Delaware law.

Opinion of Qatalyst Partners

Datto retained Qatalyst Partners to act as financial advisor to the Board in connection with a potential transaction such as the Merger and to evaluate whether $35.50, without interest, to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Company Common Stock (other than Parent or any affiliate of Parent), was fair, from a financial point of view, to such holders. Datto selected Qatalyst Partners to act as Datto’s financial advisor based on Qatalyst Partners’ qualifications, expertise, reputation, and knowledge of Datto’s business and the industry in which Datto operates. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this information statement. At the meeting of the Board on April 10, 2022, Qatalyst Partners rendered to the Board its oral opinion, subsequently confirmed in writing, to the effect that, as of April 10, 2022, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, $35.50, without interest, to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Company Common Stock (other than Parent or any affiliate of Parent), was fair, from a financial point of view, to such holders. Following the meeting, Qatalyst Partners delivered its written opinion, dated April 10, 2022, to the Board.

The full text of the opinion of Qatalyst Partners, dated as of April 10, 2022, is attached to this information statement as Annex B and is incorporated into this information statement by reference. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. You should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to the Board and addresses only, as of the date of the opinion, the fairness, from a financial point of view, of $35.50, without interest, to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Company Common Stock (other than Parent or any affiliate of Parent), to such holders, and it does not address any other aspect of the Merger. It does not constitute a recommendation to any stockholder of Datto as to how to vote with respect to the Merger or any other matter and does not in any manner address the price at which the shares of Company Common Stock will trade at any time. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached to this information statement as Annex B.

For purposes of its opinion, Qatalyst Partners reviewed a draft of the Merger Agreement dated April 10, 2022, certain related documents and certain publicly available financial statements and other business and financial information of Datto.

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Qatalyst Partners also reviewed certain forward-looking information relating to Datto prepared by management of Datto, including financial projections and operating data of Datto. Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of Datto with senior management of Datto. Qatalyst Partners also reviewed the historical market prices and trading activity for Company Common Stock and compared the financial performance of Datto and the prices and trading activity of Company Common Stock with that of certain other selected publicly-traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions and performed such other analyses, reviewed such other information and considered such other factors as it deemed appropriate.

In arriving at its opinion, Qatalyst Partners assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to, or discussed with, Qatalyst Partners by Datto. With respect to the financial projections and operating data of Datto, Qatalyst Partners was advised by Datto’s management, and Qatalyst Partners assumed based on discussions with Datto’s management and the Board, that the financial projections and operating data of Datto had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Datto of the future financial performance of Datto and other matters covered thereby. Qatalyst Partners assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement, without any modification, waiver or delay. In addition, Qatalyst Partners assumed that in connection with the receipt of all the necessary approvals of the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on Datto or the contemplated benefits expected to be derived in the proposed Merger. Qatalyst Partners did not make any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Datto or its affiliates, nor was Qatalyst Partners furnished with any such evaluation or appraisal. In addition, Qatalyst Partners relied, without independent verification, upon the assessment of the management of Datto as to the existing and future technology and products of Datto and the risks associated with such technology and products. Qatalyst Partners’ opinion has been approved by Qatalyst Partners’ opinion committee in accordance with its customary practice. Qatalyst Partners’ opinion does not constitute a recommendation as to how to vote with respect to the Merger or any other matter and does not in any manner address the price at which the shares of Company Common Stock will trade at any time.

Qatalyst Partners’ opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Events occurring after the date of the opinion may affect Qatalyst Partners’ opinion and the assumptions used in preparing it, and Qatalyst Partners did not assume any obligation to update, revise or reaffirm its opinion. Qatalyst Partners’ opinion did not address the underlying business decision of Datto to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to Datto. Qatalyst Partners’ opinion is limited to the fairness, from a financial point of view, of $35.50, without interest, to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Company Common Stock (other than Parent or any affiliate of Parent), and Qatalyst Partners expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the officers, directors or employees of Datto or any of its affiliates, or any class of such persons, relative to such consideration.

The following is a summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated April 10, 2022. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners’ opinion. For purposes of its analyses, Qatalyst Partners utilized both the financial projections and operating data of Datto, and the consensus of third-party research analysts’ projections as of April 8, 2022 (“Analyst Projections”). Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full

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narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners’ financial analyses.

Illustrative Discounted Cash Flow Analysis

Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a range of potential per-share present values for Company Common Stock as of March 31, 2022 (which is the end of Datto’s most recent completed fiscal quarter and most recent balance sheet date) by:

Based on the calculations set forth above, this analysis implied a range of per share values for Company Common Stock of approximately $27.04 to $42.48.

Selected Companies Analysis

Qatalyst Partners compared selected financial information and public market multiples for Datto with publicly available information and public market multiples for selected companies, which were selected by Qatalyst Partners in its professional judgment, based on factors including that they are publicly traded companies in similar lines of business to Datto, have a similar business model, have similar financial performance or have other relevant or similar characteristics.

Based upon the Analyst Projections as of April 8, 2022, for calendar year 2022, and using the closing trading prices as of April 8, 2022, for shares of the selected companies, Qatalyst Partners calculated, among other things, the implied fully diluted enterprise value divided by the estimated consensus revenue for calendar year 2022 (the “CY2022E Revenue Multiples”) and the implied fully diluted enterprise value divided by the estimated consensus EBITDA for calendar year 2022 (the “CY2022E EBITDA Multiples”) for each of the selected companies.

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The companies used in this comparison are listed below:

The CY2022E unaffected Revenue Multiple for Datto was 5.4x based on the Analyst Projections, and the fully diluted enterprise value of Datto was calculated using the closing price of Company Common Stock as of the Unaffected Date.

Based on the analysis of the CY2022E Revenue Multiples for the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative range of 4.5x to 7.5x and applied this range to Datto’s estimated calendar year 2022 revenue based on each of the financial projections and operating data of Datto and the Analyst Projections. Based on the fully diluted shares of Company Common Stock (calculated utilizing the treasury stock method), which takes into account restricted stock units and in-the-money stock options as of April 8, 2022, all of which amounts were provided by Datto’s management, this analysis implied a range of per share values for Company Common Stock of approximately $20.16 to $32.69 based on the financial projections and operating data of Datto and approximately $19.85 to $32.16 based on the Analyst Projections.

The CY2022E unaffected EBITDA Multiple for Datto was 23.2x based on the Analyst Projections, and the fully diluted enterprise value of Datto was calculated using the closing price of Company Common Stock as of March 16, 2022.

Based on the analysis of the CY2022E EBITDA Multiples for each of the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative range of 16.0x to 30.0x and applied this range to Datto’s estimated calendar year 2022 EBITDA based on each of the financial projections and operating data of Datto and the Analyst Projections. Based on the same fully diluted share count calculation as used for the analysis utilizing CY2022E Revenue Multiples above, this analysis implied a range of per share

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values for Company Common Stock of approximately $16.85 to $30.39 based on the financial projections and operating data of Datto and approximately $16.56 to $29.83 based on the Analyst Projections.

No company included in the selected companies analysis is identical to Datto. In evaluating the selected companies, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Many of these matters are beyond the control of Datto, such as the impact of competition on Datto’s business and the industry in general, industry growth and the absence of any material adverse change in Datto’s financial condition and prospects or the industry or in the financial markets in general. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected company data.

Selected Transactions Analysis

Qatalyst Partners compared 43 selected public software transactions announced since 2012 that had a deal value greater than $1 billion and expected next-twelve-months revenue growth of 10% to 30%.

Qatalyst Partners reviewed, among other things, (i) the fully diluted enterprise value of the target company as a multiple of the actual revenue from the last completed twelve-months of the target company (“LTM Revenue Multiple”), and (ii) the implied fully diluted enterprise value of the target company as a multiple of third-party research analyst consensus estimates of revenue over the next-twelve-months of the target company (“NTM Revenue Multiple”).

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These transactions are listed below:

Based on the analysis of the LTM Revenue Multiple for each of the selected transactions, Qatalyst Partners selected a representative multiple range of 8.0x to 11.0x (which was chosen based on Qatalyst Partners’

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professional judgment) and applied that range to Datto’s actual revenue for the twelve-month period ending on December 31, 2021, of $619 million. Based on the number of fully diluted shares of Company Common Stock (calculated utilizing the treasury stock method), which takes into account restricted stock units, and in-the-money stock options as of April 8, 2022, all of which amounts were provided by Datto’s management, this analysis implied a range of per share values for Company Common Stock of approximately $29.47 to $40.00.

Based on the analysis of the NTM Revenue Multiple for each of the selected transactions, Qatalyst Partners selected a representative multiple range of 6.5x to 9.5x (which was chosen based on Qatalyst Partners’ professional judgment) and applied that range to Datto’s revenue for the twelve-month period ending on December 31, 2022 of $723 million, based on the Analyst Projections. Based on the same fully diluted share count calculation as used for the analysis utilizing LTM Revenue Multiples above, this analysis implied a range of per share values for Company Common Stock of approximately $28.06 to $40.37.

No company or transaction utilized in the selected transactions analysis is identical to Datto or the Merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to general business, market and financial conditions and other matters, many of which are beyond Datto’s control, such as the impact of competition on Datto’s business or the industry generally, industry growth and the absence of any material adverse change in Datto’s financial condition and prospects or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected company data. Because of the unique circumstances of each of these transactions and the Merger, Qatalyst Partners cautioned against placing undue reliance on this information.

Miscellaneous

In connection with the review of the Merger by the Board, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners’ view of the actual value of Datto. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Datto’s control. Any estimates contained in Qatalyst Partners’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of $35.50 in cash, without interest, to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Company Common Stock (other than Parent or any affiliate of Parent), to such holders. These analyses do not purport to be an appraisal or to reflect the price at which Company Common Stock might actually trade at any time.

Qatalyst Partners’ opinion and its presentation to the Board was one of many factors considered by the Board in deciding to approve the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Board with respect to $35.50 in cash, without interest, to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Company Common Stock (other than Parent or any affiliate of Parent), or of whether the Board would have been

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willing to agree to different consideration. $35.50 in cash, without interest, payable in the Merger was determined through arm’s-length negotiations between Datto and Parent and was unanimously approved by the Board. Qatalyst Partners provided advice to the Board during these negotiations. Qatalyst Partners did not, however, recommend any specific consideration to Datto or that any specific consideration constituted the only appropriate consideration for the Merger.

Qatalyst Partners provides investment banking and other services to a wide range of entities and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst Partners may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of Datto, Parent or certain of their respective affiliates. During the two-year period prior to the date of Qatalyst Partners’ opinion, no material relationship existed between Qatalyst Partners or any of its affiliates and Datto, Parent, Kaseya Holdings, or any of Principal Stockholders (as defined below), or any of their respective affiliates pursuant to which compensation was received by Qatalyst Partners or its affiliates, except (i) Qatalyst Partners acted as a financial advisor to Infoblox, Inc., which is controlled by the Principal Stockholders, in connection with its announced transaction involving Warburg Pincus LLC and (ii) Qatalyst Partners acted as a financial advisor to AppExtremes LLC, an affiliate of Parent, in connection with its announced transaction involving Apptus. In addition, Qatalyst Partners and/or its affiliates may have provided, and may in the future provide, investment banking and other financial services to Datto, Parent, Kaseya, Kaseya Holdings or any of Principal Stockholders and/or their respective affiliates for which Qatalyst Partners may have received, or would expect to receive, compensation. “Principal Stockholders” means Vista Foundation Fund II, L.P., Vista Foundation Fund II-A, L.P., VFF II FAF, L.P., Vista Foundation Fund II Executive, L.P., Vista Foundation Associates II, LLC and Merritt VI Aggregator, LLC.

Under the terms of its engagement letter, Qatalyst Partners provided Datto with financial advisory services in connection with the proposed Merger for which it will be paid an amount between $63 million and $69 million, of which $5 million was payable upon the delivery of its opinion (regardless of the conclusion reached in the opinion), and the remaining portion of which will be paid upon, and subject to, the consummation of the Merger. Datto has also agreed to reimburse Qatalyst Partners for its expenses incurred in performing its services. Datto has also agreed to indemnify Qatalyst Partners and its affiliates, their respective members, directors, officers, partners, agents and employees and any person controlling Qatalyst Partners or any of its affiliates against certain liabilities, including liabilities under federal securities law, and certain expenses related to or arising out of Qatalyst Partners’ engagement.

Certain Company Financial Forecasts

Datto does not generally publish its business plans and strategies or make external disclosures of its anticipated financial position or results of operations other than for providing, from time to time, estimates of certain expected financial results and operational metrics in its regular annual and quarterly earnings press releases and other investor materials.

Datto is especially wary of making financial forecasts for extended earnings periods because of the unpredictability of the underlying assumptions and estimates and does not prepare five-year forecasts in the ordinary course of business. However, in connection with its evaluation of the Merger, the Board reviewed, among other things, certain forward-looking forecasts developed by Datto’s management with respect to fiscal years 2022 through 2027.

The financial forecasts included in this information statement have been prepared by Datto’s management and are subjective in many respects. The financial forecasts were not prepared with a view to public disclosure and are included in this information statement only because such information was made available to the Board as described above. The financial forecasts were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States, which we refer to herein as “GAAP”, the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the

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American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, the financial forecasts do not take into account any circumstances or events occurring after the date they were prepared, including the Merger. The financial forecasts are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this information statement are cautioned not to place undue reliance on this information. Although this summary of the financial forecasts is presented with numerical specificity, the forecasts reflect numerous variables, assumptions and estimates as to future events made by our management that our management believed were reasonable at the time the financial forecasts were prepared, taking into account the relevant information available to management at the time. However, such variables, assumptions and estimates are inherently uncertain and many are beyond the control of our management. Because the financial forecasts cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The financial forecasts reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Datto’s business, all of which are difficult to predict and many of which are beyond Datto’s control. As a result, the financial forecasts may not be realized and actual results may be significantly higher or lower than projected. The financial forecasts are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

As such, the financial forecasts constitute forward-looking information and are subject to risks and uncertainties, including the various risks set forth in Datto’s Annual Report on Form 10-K for the year ended December 31, 2021, Datto’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and the other reports filed by Datto with the SEC, as well as the section entitled “Cautionary Statement Regarding Forward-Looking Statements” elsewhere in this information statement. Neither Datto’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The inclusion of this information should not be regarded as an indication that the Board, Datto management, Qatalyst Partners, Kaseya Holdings, Kaseya’s representatives and affiliates or any other recipient of this information considered, or now considers, the financial forecasts to be predictive of actual future results.

Except to the extent required by applicable federal securities laws, we do not intend, and expressly disclaim any responsibility, to update or otherwise revise the financial forecasts to reflect circumstances existing after the date when management prepared the financial forecasts or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying the financial forecasts are shown to be in error.

The financial forecasts described below are included herein because they were made available to representatives of Qatalyst Partners by Datto, and were approved by the Board and management for use in connection with Qatalyst Partners’ financial analysis and Qatalyst Partners’ Opinion, as described in the sections of this information statement entitled “— Opinion of Qatalyst Partners” on page 35 and “— Background of the Merger;” on page 21 and were made available to the Board in connection with its consideration of the Merger and other strategic alternatives available to Datto and, with respect to the financial forecasts through fiscal year 2024, were made available to bidders, including Parent, in each case, as described in the section of this information statement entitled “— Background of the Merger” on page 21 and “— Recommendation of the Board; Reasons for the Merger” on page 30.

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Certain of the measures included in the financial forecasts may be considered non-GAAP financial measures, including Adjusted EBITDA and Unlevered Free Cash Flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Datto may not be comparable to similarly titled amounts used by other companies. Datto has not prepared, and the Board has not considered, a reconciliation of these non-GAAP financial measures to applicable GAAP financial measures.

Financing

The Merger is not subject to a financing condition. Kaseya intends to finance the Merger with a combination of cash, preferred equity financing and debt financing. In connection with entering into the Merger Agreement, Kaseya entered into (a) a commitment letter (the “Debt Commitment Letter”), dated as of April 11, 2022, as amended and restated on May 2, 2022, with the debt commitment parties signatory in the Debt Commitment Letter, each directly or indirectly through one or more of its affiliates and/or managed funds, collectively, the “Debt Commitment Parties”), pursuant to which, subject to the terms and conditions set forth in the Debt Commitment Letter, the Debt Commitment Parties committed to provide term and revolving credit facilities which will be used in part to finance a portion of the consideration for the Merger; and (b) a commitment letter (the “Preferred Equity Commitment Letter”) dated April 11, 2022 as amended and restated on May 2, 2022, with the investors party to the Preferred Equity Commitment Letter (each directly or indirectly through one or more of its affiliates and/or managed funds, collectively, the “Preferred Equity Investors”), pursuant to which, subject to the terms and conditions set forth in the Preferred Equity Commitment Letter, the Preferred Equity Investors have committed to purchase preferred equity interests of a direct subsidiary of Kaseya Holdings. In addition, Parent entered into a letter agreement (the “Equity Commitment Letter” and together with the Debt Commitment Letter and the Preferred Equity Commitment Letter, the “Commitment Letters”), dated as of April 11, 2022, with certain funds affiliated with Insight Venture Management, LLC (collectively, the “Investors”), pursuant to which, subject to the terms and conditions set forth in the Equity Commitment Letter, the Investors have committed to purchase equity interests of Parent, the proceeds of which will be used in part to finance a portion of the merger consideration.

The funding of the proceeds under each of the Commitment Letters is contingent on the satisfaction of customary conditions, including (i) the execution and delivery of definitive documentation with respect to each proposed financing in accordance with the terms set forth in the applicable Commitment Letter, and (ii) the consummation of the Merger in accordance with the Merger Agreement.

If all of the conditions to the obligations of Parent and Merger Sub to consummate the Merger are satisfied or waived, Datto has irrevocably confirmed to Parent in writing that it is prepared to consummate the Merger, and Parent fails to consummate the Merger by the date that is five business days after the date on which Parent was first required to consummate the Merger (including any failure to consummate the Merger resulting from Parent and Merger Sub’s failure to obtain sufficient financing), Datto will have the right to terminate the Merger Agreement and Parent will be obligated to pay Datto a fee of $371,330,950 as described under “The Merger Agreement — Termination Fees and Expenses” beginning on page 74.

Interests of Our Directors and Executive Officers in the Merger

You should be aware that Datto’s non-employee directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of Datto’s stockholders generally. The Board was

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aware of these interests and considered them, among other matters, in approving the Merger Agreement. These interests are described below. For purposes of the discussion below, Datto’s executive officers are Timothy Weller (Chief Executive Officer), John Abbot (Chief Financial Officer), Emily Epstein (General Counsel), Christopher McCloskey (Chief Customer Officer), Radhesh Menon (Chief Product Officer), Robert Petrocelli (Chief Technology Officer) and Sanjay Singh (Chief Revenue Officer).

Treatment of Datto Equity Awards and the Datto ESPP in the Merger

Under our equity incentive programs, we grant Options, restricted stock units (“RSUs”) and performance-based RSUs (“PSUs”) to our employees and non-employee directors, including grants of Options and RSUs to our executive officers, to incentivize and reward them for our long-term corporate performance based on the value of Company Common Stock. Certain of our non-employee directors are granted RSUs under our equity incentive programs in accordance with the terms of our non-employee director compensation policy (the “Director Compensation Policy”). Our equity awards have been granted pursuant to the Merritt Topco, Inc. Amended and Restated 2017 Stock Option Plan (the “2017 Plan”) (Options) and the Datto Holding Corp. Omnibus Incentive Plan (the “Omnibus Plan”) (Options, RSUs and PSUs, including RSUs held by our non-employee directors). In addition, fully vested Options remain outstanding under the Autotask Superior Holdings 2013 Stock Option Plan, none of which are held by our executive officers, and Datto maintains the Datto Holding Corp. 2021 Employee Stock Purchase Plan (the “Datto ESPP”). Neither our executive officers nor our non-employee directors hold PSUs.

At the Effective Time, all Datto equity awards, including awards held by our non-employee directors and executive officers, that are outstanding immediately prior to the Effective Time will generally be subject to the following treatment:

Options

The Merger Agreement provides that each Option that is unexpired, unexercised, outstanding and vested as of immediately prior to the Effective Time or that vests in accordance with its terms as a result of the consummation of the Merger (a “Vested Option”) will, at the Effective Time, be canceled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Company Common Stock subject to such Vested Option as of immediately prior to the Effective Time and (ii) the excess, if any, of $35.50 over the per share exercise price of such Vested Option.

Each Option that is unexpired, unexercised and outstanding as of immediately prior to the Effective Time that is not a Vested Option (an “Unvested Option”) will, at the Effective Time, be canceled and replaced with a right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the aggregate number of shares of Company Common Stock subject to such Unvested Option as of immediately prior to the Effective Time and (ii) the excess, if any, of $35.50 over the per share exercise price of such Unvested Option (the “Cash Replacement Option Amounts”), which Cash Replacement Option Amounts will, subject to the holder’s continued service through the applicable vesting dates, generally vest and be payable at the same time as the Options for which the Cash Replacement Option Amounts were exchanged and based on the same terms and conditions (including with respect to vesting) as applied to the Option for which the Cash Replacement Option Amount was exchanged.

Each Unvested Option or Vested Option with an exercise price per share equal to or greater than $35.50 will be canceled automatically at the Effective Time for no consideration.

RSUs

Each RSU that is outstanding immediately prior to the Effective Time or that vests in accordance with its terms as a result of the consummation of the Merger (a “Vested RSU”) will, at the Effective Time, be canceled

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and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Company Common Stock subject to such Vested RSU as of immediately prior to the Effective Time and (ii) $35.50.

Each RSU that is outstanding immediately prior to the Effective Time that is not a Vested RSU (an “Unvested RSU”) will, at the Effective Time, be canceled and replaced with a right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the aggregate number of shares of Company Common Stock subject to such Unvested RSU as of immediately prior to the Effective Time and (ii) $35.50 (the “Cash Replacement RSU Amounts”), which Cash Replacement RSU Amounts will, subject to the holder’s continued service through the applicable vesting dates, generally vest and be payable at the same time as the RSUs for which the Cash Replacement RSU Amounts were exchanged and based on the same terms and conditions (including with respect to vesting) as applied to the RSU for which the Cash Replacement RSU Amount was exchanged.

PSUs

Each PSU that is outstanding immediately prior to the Effective Time or that vests in accordance with its terms as a result of the consummation of the Merger (a “Vested PSU”) will, at the Effective Time, be canceled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the total number of shares of Company Common Stock subject to such Vested PSU as of immediately prior to the Effective Time and (ii) $35.50.

Each PSU that is outstanding immediately prior to the Effective Time that is not a Vested PSU (an “Unvested PSU”) will, at the Effective Time, be canceled and replaced with a right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the aggregate number of shares of Company Common Stock subject to such Unvested PSU as of immediately prior to the Effective Time and (ii) $35.50 (the “Cash Replacement PSU Amounts”), which Cash Replacement PSU Amounts will, subject to the holder’s continued service through the applicable vesting dates, generally vest and be payable at the same time as the PSUs for which the Cash Replacement PSU Amounts were exchanged and based on the same terms and conditions (including with respect to vesting and any applicable performance conditions) as applied to the PSU for which the Cash Replacement Datto Amount was exchanged.

At or prior to the closing, Parent will deposit (or cause to be deposited) with Datto, by wire transfer of immediately available funds, the aggregate vested equity award consideration owed to all holders of Vested Options, Vested RSUs and Vested PSUs (collectively, the “Vested Equity Award Holders”). As promptly as reasonably practicable, but in any event in no less than five business days after the closing date, the Vested Equity Award Holders will be paid by Datto or the surviving corporation, through its payroll system, payroll provider or paying agent, all amounts required to be paid to such holders in respect of Vested Options, Vested RSUs and Vested PSUs that are canceled and converted into a cash payment, less any required withholding.

Datto ESPP

Pursuant to the Merger Agreement, as soon as practicable following April 11, 2022, Datto will ensure that (i) except for the offering period in effect as of such date, no new offering periods will be authorized or commenced under the Datto ESPP, (ii) no new participants will commence participation in the Datto ESPP, (iii) no participant will be permitted to increase such participant’s payroll deduction elections or contribution rates, and (iv) each purchase right outstanding under the Datto ESPP as of April 11, 2022 will be exercised no later than three business days prior to the Effective Time, with participants’ accumulated contributions used to purchase shares of Company Common Stock on such final exercise date and with the Datto ESPP to be terminated effective as of immediately prior to the Effective Time. All shares of Company Common Stock purchased on the final exercise date under the Datto ESPP will be canceled at the Effective Time and converted into the right to receive $35.50, without interest thereon.

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CEO RSU Award

On April 8, 2022, Datto granted 200,000 RSUs to Mr. Weller under the Omnibus Plan (the “CEO RSU Award”). The CEO RSU Award will fully vest on the earlier of March 20, 2023 or a “Change in Control” (as defined in the Omnibus Plan) of Datto. The consummation of the Merger will constitute a Change in Control under the Omnibus Plan.

Double-Trigger RSU Awards

On March 29, 2022, Datto amended the terms and conditions of awards held by certain Datto employees, including the Datto executive officers, by written consent in lieu of a special meeting of the Compensation and Nominating Committee of the Board (the “Equity Award Treatment Consent”). The Equity Award Treatment Consent provided that all awards held by such employees under the Omnibus Plan as of March 29, 2022, which includes all RSUs held by the executive officers (other than the CEO RSU Award), will immediately become fully vested in the event of a termination of such employee’s employment without “Cause” (as defined in the Omnibus Plan) or by the employee for “Good Reason” (in the case of the executive officers, as defined in such officers’ employment agreements with Datto) within the twelve (12)-month period following a consummation of a “Change in Control” (as defined in the Omnibus Plan) of Datto.

The table below sets forth (i) the number of Options and RSUs, as applicable, that are unvested as of May 1, 2022, the assumed date of the Merger solely for the purposes of this disclosure, and held by each executive officer of Datto and each non-employee member of the Board, and (ii) the estimated value of those awards (on a pre-tax basis). These values have been calculated assuming the price of a share of Datto’s common stock is $35.50, which represents the per share Merger consideration. The actual value realized with respect to any Options or RSUs cannot be determined with any certainty until the awards are settled.

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Datto Executive Officer Severance Arrangements

Each of our executive officers is party to an employment agreement with Datto. The employment agreements each have an indefinite term and may be terminated by Datto at any time for any reason or no reason, or by the executive officer by giving not less than four (4) weeks’ advance written notice, which may be waived by Datto in exchange for payment of base salary during the notice period. Under the terms of the employment agreements, the Datto executive officers are eligible to receive severance benefits upon certain terminations of employment, as described below.

Pursuant to the terms of each executive officer’s employment agreement, in the event of a termination of the executive officer’s employment by Datto without “Cause” or by the executive officer for “Good Reason” (each as defined in the applicable employment agreement), regardless of whether such termination of employment occurs in connection with a “Change in Control” such as the Merger, then, in addition to payment of accrued obligations, each executive officer is entitled to a severance payment equal to (i) a number of months of base salary (nine months in the case of Messrs. Weller and Abbot and six months in the case of the other executive officers), and (ii) except in the case of Mr. Menon, in the sole discretion of the Board, a pro-rated annual bonus for the year of termination (the “Severance Payments”). The Severance Payments are payable in substantially equal installments commencing on the sixtieth (60th) day following termination of employment, subject to (a) the executive officer’s execution and non-revocation of a release of claims in favor of Datto and (b) compliance with the restrictive covenants described below. Pursuant to the terms of the employment agreements with Messrs. Weller and Abbot, in the event of a termination of the executive officer’s employment due to death or disability, then, in lieu of the amounts described above and in addition to payment of accrued obligations, Messrs. Weller and Abbot would each be entitled to payment of a pro-rated portion of the target amount of such executive officer’s annual bonus, based on the portion of the year they were employed prior to the date of such termination of employment and based on the amount the Board determines in its sole discretion would otherwise have been earned.

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Under the Datto employment agreements, each executive officer is subject to the following restrictive covenants: (i) perpetual non-disparagement (which covenant also applies to Datto, in the case of Messrs. Weller and Abbot), (ii) perpetual confidentiality, (iii) non-competition during the term of employment and for two years thereafter (or in the case of Mr. Weller and Ms. Epstein, one year thereafter), (iv) non-solicitation of customers, prospective customers and employees during the term of employment and for two years thereafter (or in the case of Mr. Weller only, one year thereafter), and (v) assignment of intellectual property.

Notwithstanding the Severance Payments described above, the Merger Agreement provides that in the event of a termination of any executive officer’s employment without “Cause” (as defined in the Omnibus Plan) or due to the executive officer’s resignation for “Good Reason” (as defined in the applicable employment agreement) that occurs prior to the first anniversary of the Effective Time, subject to the executive officer’s execution of a general release of claims in favor of Parent, each executive officer would be entitled to (i) severance payments equal to fifty-two (52) weeks of the executive officer’s annual base salary as in effect on the date of such termination of employment in lieu of any amounts payable pursuant to any other agreement or plan, and (ii) a pro-rated portion of the target amount of such executive officer’s annual bonus based on the portion of the year such executive officer was employed prior to the date of such termination of employment.

For an estimate of the amounts that would be payable to each of Datto’s executive officers who are named executive officers assuming a qualifying termination of employment immediately following the Merger, taking into consideration the amounts payable under each executive officer’s employment agreement and amounts that would be payable under the Merger Agreement (each, as described above), see the section entitled “Quantification of Potential Payments and Benefits to Datto’s Named Executive Officers in Connection with the Merger” below. We estimate that the aggregate value of such severance payments that would be payable to Datto’s executive officers who are not named executive officers upon a qualifying termination of employment immediately following the Merger (based on an assumed closing date of May 1, 2022) would be $8,170,292.

280G Mitigation Actions

Under the Merger Agreement, Datto may, following consultation with Parent, take certain actions before the Effective Time to mitigate the amount of potential “excess parachute payments” for “disqualified individuals” (each as defined in Section 280G of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)). As of the date of this information statement, Datto has not yet approved any specific actions to mitigate any impact of Section 280G of the Code on Datto or any disqualified individuals. No executive officer is entitled to receive gross-ups or tax reimbursements from Datto with respect to any potential excise taxes.

Quantification of Potential Payments and Benefits to Datto’s Named Executive Officers in Connection with the Merger

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation of each of Datto’s named executive officers that is based on or otherwise relates to the Merger and that will or may become payable to Datto’s named executive officers at the consummation of the Merger or upon a qualifying termination of employment that occurs within twelve (12) months following the consummation of the Merger, assuming (i) the closing had occurred on May 1, 2022, (ii) each of the named executive officers experiences a qualifying termination on such date, (iii) the named executive officers’ respective base salaries and target annual bonuses remain unchanged from those that were in effect as of the date of this filing, (iv) Options and RSUs held by the named executive officers that are outstanding as of the date hereof do not otherwise vest prior to the completion of the Merger, (v) for purposes of determining the value of Options and RSUs, the value of a share of Company Common Stock is equal to $35.50, (vi) no named executive officer receives any additional equity grants prior to completion of the Merger, and (vii) each named executive officer has properly executed any required releases and complied with all requirements (including any applicable restrictive covenants) necessary in order to receive the payments and benefits described below. Some of the assumptions used in the table below are based upon estimates of information not currently available and, as a result, the actual amounts to be received by any of the individuals below may materially differ from the amounts set forth below.

The payments described in the table below would be made pursuant to the arrangements described above in the section entitled “Interests of Our Directors and Executive Officers in the Merger.”

The amounts in this column attributable to Options and to the CEO RSU Award are considered to be “single-trigger,” which means that any such awards that remain outstanding immediately prior to the Effective Time will automatically vest in full at the Effective Time. The amounts in this column attributable to RSUs (other than the CEO RSU Award) are considered to be “double-trigger,” which means that both a “Change in Control” of Datto, such as the Merger, and a qualifying termination of employment must occur

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within twelve (12) months following the consummation of the Merger in order for the vesting of any such RSUs to be accelerated and for the applicable named executive officer to receive a payment in respect of the RSUs prior to the regularly scheduled vesting date(s). The estimated amount of each such payment is set forth in the table below.

Delisting and Deregistration of Company Common Stock

If the Merger is completed, Company Common Stock will be delisted from the NYSE and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC on account of Company Common Stock.

Transaction Litigation

As of the filing of this information statement, Datto is not aware of any complaints filed or litigation pending related to the Merger.

Material United States Federal Income Tax Consequences of the Merger

The following is a summary of the material United States federal income tax consequences of the Merger generally applicable to holders of Company Common Stock who exchange their shares of Company Common Stock for cash pursuant to the Merger. The summary is based on the Code, applicable United States Treasury Regulations issued thereunder, judicial authority and administrative rulings and pronouncements, all of which are subject to change, possibly with retroactive effect. The discussion applies only to holders whose shares of Company Common Stock are held as capital assets (generally, property held for investment), and does not address the tax consequences that may be relevant to holders of Company Common Stock that are subject to special tax rules, such as insurance companies, United States expatriates, controlled foreign corporations, passive foreign investment companies, holders subject to the alternative minimum tax, tax-exempt organizations, broker-dealers, banks, financial institutions, regulated investment companies, real estate investment trusts, cooperatives, traders in securities that elect to mark to market, United States Holders whose functional currency is not the United States dollar, holders who hold Company Common Stock through pass-through entities for United States federal income tax purposes or as part of a hedge, straddle or conversion transaction, holders deemed to sell Company Common Stock under the constructive sale provisions of the Code, holders who exercise appraisal rights, or holders who acquired Company Common Stock pursuant to the exercise of employee stock options or otherwise as compensation. This summary does not address any aspect of state, local or foreign taxation, and does not address any United States federal taxation other than income taxation.

For purposes of this information statement, a “United States Holder” means a beneficial owner of Company Common Stock that is:

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The term “Non-United States Holder” refers to any beneficial owner of Company Common Stock, other than a partnership or other entity or arrangement treated as a partnership for United States federal income tax purposes, that is not a United States Holder.

If a partnership or other any entity or arrangement treated as a partnership for United States federal income tax purposes is a holder of Company Common Stock, the United States federal income tax treatment of a partner in that partnership will generally depend upon the status of the partner and the activities of the partnership. Partners of a holder of Company Common Stock should consult their own tax advisors as to the particular United States federal income tax consequences of the Merger to them.

The United States federal income tax consequences set forth below are included for general informational purposes only and are based upon current law as of the date hereof. Because individual circumstances may differ, each holder of Company Common Stock should consult such holder’s own tax advisor to determine the applicability of the rules discussed below to such holder and the particular tax effects of the Merger, including the application and effect of United States federal, state, local and foreign tax laws.

United States Holders. The receipt of the Merger consideration by a United States Holder in exchange for shares of Company Common Stock pursuant to the Merger will be a taxable transaction for United States federal income tax purposes (and also may be a taxable transaction under applicable state, local, foreign and other income tax laws). In general, for United States federal income tax purposes, a United States Holder who receives the Merger consideration will recognize gain or loss in an amount equal to the difference between (x) the amount of cash the United States Holder receives (determined before deduction of any applicable withholding taxes) and (y) such United States Holder’s adjusted tax basis of the surrendered shares of Company Common Stock. A United States Holder’s adjusted tax basis generally will equal the price the United States Holder paid for such shares, and if applicable, will have been reduced by return of capital distributions. Gain or loss will be calculated separately for each block of Company Common Stock converted in the Merger (generally shares acquired at the same cost in a single transaction). Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if Company Common Stock has been held for more than one year as of the Effective Time. Long-term capital gains of non-corporate United States Holders may be eligible for reduced rates of taxation. The deductibility of capital losses is limited.

Non-United States Holders. Subject to the discussion below regarding backup withholding, a Non-United States Holder that receives cash for shares of Company Common Stock pursuant to the Merger generally will not be subject to United States federal income tax on any gain realized on the disposition, unless (i) such holder is an individual who is present in the United States for 183 or more days during the taxable year of the Merger and certain other conditions are met, (ii) the gain is effectively connected with the conduct of a trade or business in the United States by the Non-United States Holder (and, in the case of certain income tax treaties, is attributable to a permanent establishment or fixed base within the United States) or (iii) such holder owned, directly or under certain constructive ownership rules of the Code, more than 5% of Company Common Stock at any time during the five-year period preceding the Merger, and Datto is or has been a “United States real property holding corporation” for United States federal income tax purposes at any time during the shorter of the five-year period preceding the Merger or the period that the Non-United States Holder held Company Common Stock. Datto believes it has not been a “United States real property holding corporation” for United States federal income tax purposes at any time during the five-year period preceding the Merger.

If you are a Non-United States Holder who is an individual and has been present in the United States for 183 or more days during the taxable year of the Merger and certain other conditions are satisfied, you will be subject

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to tax at a rate of 30% (or such lower rate as may be specified in an applicable income tax treaty) on any gain realized, which generally may be offset by certain United States source capital losses.

If you are a Non-United States Holder and your gain is effectively connected with a United States trade or business (and, in the case of certain income tax treaties, is attributable to a permanent establishment or fixed base within the United States), you will be subject to United States federal income tax on any gain realized on a net basis in the same manner as United States Holders. Non-United States Holders that are corporations may also be subject to a branch profits tax on their effectively connected income at a rate of 30% (or such lower rate as may be specified in an applicable income tax treaty), subject to adjustments.

Information Reporting and Backup Withholding. Cash consideration received by a United States Holder or a Non-United States Holder in the Merger may be subject to information reporting and backup withholding. To avoid backup withholding, a United States Holder that does not otherwise establish an exemption should complete and return to the applicable paying agent an Internal Revenue Service (“IRS”) Form W-9, certifying that such United States Holder is a United States person, that the taxpayer identification number provided is correct and that such United States Holder is not subject to backup withholding. A Non-United States Holder generally may establish an exemption from backup withholding by certifying its status as a non-United States person under penalties of perjury on an IRS Form W-8BEN or other applicable IRS Form W-8. Backup withholding is not an additional tax. Amounts so withheld can be credited against such holder’s federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

Holders should consult their tax advisors regarding the application of United States federal income tax laws and non-United States tax laws, including information reporting and backup withholding, to their particular situations.

Regulatory Approvals

Under the Merger Agreement, we and the other parties to the Merger Agreement have agreed to use our respective reasonable best efforts to complete the transactions contemplated by the Merger Agreement, including to obtain all necessary governmental approvals as promptly as practicable. In addition, each of Datto and the other parties to the Merger Agreement have agreed to (i) cooperate and coordinate with each other in the making of specified regulatory filings; (ii) supply each other (or cause each other to be supplied) with any information that may be required in order to make such filings; and (iii) supply (or cause to be supplied) any additional information that may be required or requested by the FTC, the Department of Justice or the governmental authorities of any other applicable jurisdiction in which any such filing is made.

If and to the extent necessary to obtain the necessary governmental approvals and to allow the transactions contemplated by the Merger Agreement to be consummated, Parent, Kaseya Holdings and their respective subsidiaries shall propose, offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, and shall take all actions necessary to obtain the expiration or termination of any waiting periods, and all clearances, consents, approvals and waivers under the HSR Act and other specified antitrust and foreign investment laws, including (i) the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise), of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Kaseya Holdings and its subsidiaries or of Datto and its subsidiaries; (ii) the termination, modification, or assignment of existing relationships, joint ventures, contracts, or obligations of Kaseya Holdings and its subsidiaries or of Datto and its subsidiaries; (iii) the modification of any course of conduct regarding future operations of Kaseya Holdings and its subsidiaries or of Datto and its subsidiaries; and (iv) any other restrictions on the activities of Kaseya Holdings and its subsidiaries or of Datto and its subsidiaries, including the freedom of action of Kaseya Holdings and its subsidiaries or of Datto and its subsidiaries with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their

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freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to the Merger Agreement, in each case, on a sufficiently prompt basis in order for the transactions contemplated by the Merger Agreement to be consummated prior to the Termination Date.

Under the HSR Act and related rules, certain transactions, including the Merger, may not be completed until notifications have been given and information furnished to the Antitrust Division and the FTC and all statutory waiting period requirements have been satisfied or early termination has been granted by the applicable agencies. On April 25, 2022, both Datto and Parent filed their respective notification and report forms under the HSR Act and requested early termination of the initial 30-day waiting period under the HSR Act.

Under other applicable foreign antitrust laws and foreign investment laws, certain transactions, including the Merger, may not be completed until any requisite consent, non-action or expiration of any applicable waiting period is obtained. All filings required under applicable foreign antitrust and foreign investment laws in respect of the Merger were made on April 29, 2022.

As of the date of this information statement, the parties have not received all of the consents (including non-action or expiration of any applicable waiting period) under antitrust laws and foreign investment laws required by the Merger Agreement.

At any time before or after the Effective Time of the Merger, the Antitrust Division or the FTC could take action under the antitrust laws, including seeking to prevent the Merger, to rescind the Merger or to conditionally approve the Merger upon the divestiture of assets of Datto or Parent or subject to regulatory conditions or other remedies. In addition, U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the Merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. There can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

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THE MERGER AGREEMENT

This section describes the material terms and conditions of the Merger Agreement. The description in this section and elsewhere in this information statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this information statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully and in its entirety. This section is not intended to provide you with factual information about Datto. Such information can be found elsewhere in this information statement and in the public filings Datto makes with the SEC, which may be obtained by following the instructions set forth in the section entitled, “Where You Can Find More Information,” beginning on page 87.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about Datto, Parent, Merger Sub, Kaseya Holdings, Kaseya or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made by the parties thereto only for purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement (such disclosures include information that has been included in Datto’s public disclosures, as well as additional nonpublic information); may have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to you. You should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Datto Parent, Merger Sub, Kaseya Holdings Inc., Kaseya Inc. or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Datto’s public disclosures.

Form of Merger

Upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, on the closing date, Merger Sub will be merged with and into Datto, whereupon the separate corporate existence of Merger Sub will cease, and Datto will continue as the surviving corporation and a wholly-owned subsidiary of Parent.

Consummation and Effectiveness of the Merger

The Merger will become effective at such time as the certificate of merger has been duly filed with the Secretary of State of the State of Delaware, or at such other time as Parent, Merger Sub and Datto agree and specify in the certificate of merger. The closing of the Merger will take place at 9:00 a.m., New York City time, on a date to be specified and agreed by Parent and Datto, which date will be no later than the fifth business day after the satisfaction (or waiver by the party entitled thereto) of all conditions to the consummation of the Merger set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction (or waiver by the parties entitled to in accordance with the Merger Agreement) of such conditions), unless another time or date is agreed to in writing by Parent, Merger Sub and Datto.

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Consideration to be Received in the Merger

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, (i) each issued and outstanding share of capital stock of Merger Sub will be automatically canceled and converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the surviving corporation, (ii) each Owned Company Share will no longer be outstanding and will automatically be canceled and extinguished, and no consideration will be delivered or deliverable in exchange therefor and (iii) each issued and outstanding share of Company Common Stock (other than shares described in clause (ii) and Dissenting Company Shares (as defined below)) will be converted into the right to receive cash in an amount equal to $35.50, without interest thereon (the “Per Share Price”) and will be automatically canceled and extinguished, and each holder of any such shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Price in accordance with the Merger Agreement.

At the Effective Time, each Vested Option will generally be canceled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Per Share Price over the applicable per share exercise price and (ii) the number of shares of Company Common Stock subject to such Option. Each Unvested Option will generally be canceled and replaced with a right to receive an amount in cash, without interest thereon, and subject to applicable withholding taxes, equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Unvested Option multiplied by (B) the excess, if any, of the Per Share Price over the applicable per share exercise price for such Unvested Option, which Cash Replacement Option Amounts will, subject to the holder’s continued service with Parent or its affiliates (including the surviving corporation or its subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Option for which such Cash Replacement Option Amounts were exchanged would have vested and been payable pursuant to its terms.

At the Effective Time, each Vested RSU will generally be canceled and converted into the right to receive an amount in cash equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Vested RSU, and each Unvested RSU will generally be canceled and converted into the right to receive an amount in cash equal to (i) the Per Share Price multiplied by (ii) the total number of shares of Company Common Stock subject to such Unvested RSU, which Cash Replacement RSU Amounts will, subject to the holder’s continued service with Parent or its affiliates (including the surviving corporation or its subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested RSUs for which such Cash Replacement RSU Amounts were exchanged would have vested and been payable pursuant to its terms.

At the Effective Time, each Vested PSU will generally be canceled and converted into the right to receive (i) the Per Share Price multiplied by (ii) the total number of shares of Company Common Stock subject to such Vested PSU, and each Unvested PSU will generally be canceled and converted into the right to receive an amount in cash equal to (i) the Per Share Price multiplied by (ii) the total number of shares of Company Common Stock subject to such Unvested PSU, which Cash Replacement PSU Amount will, subject to the holder’s continued service with Parent or its affiliates (including the surviving corporation or its subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested PSUs for which the Cash Replacement PSU Amounts were exchanged would have vested and been payable pursuant to its terms (including with respect to any applicable performance conditions).

Appraisal Shares

Dissenting Company Shares will not be converted into the right to receive the Merger consideration, but instead, at the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, will be canceled and retired and will cease to exist and will represent the right to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 unless and until any such holder fails to perfect or effectively withdraws or loses their rights to appraisal and payment under the DGCL. However, if any such holder fails to perfect or effectively withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided

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by Section 262, then the right of such holder to receive those rights under and to be paid such consideration as is determined pursuant to Section 262, will cease and such Dissenting Company Shares will be deemed to have been converted as of the Effective Time into, and will represent only the right to receive, the Merger consideration. Datto will provide prompt notice to Parent of any demands received by Datto for appraisal of any shares of Company Common Stock, any withdrawals of any such demands or any other instruments served pursuant to the DGCL and received by Datto relating to the rights of appraisal of the holders of shares of Company Common Stock, and Parent will have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, except with the prior written consent of Parent, Datto will not make any payment with respect to, or settle or offer to settle, or otherwise negotiate any such demands, or agree to do any of the foregoing. Parent will not, except with the prior written consent of Datto, require Datto to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands. Parent will be kept apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares, and Parent may offer comments or suggestions with respect to such demands but, prior to the Effective Time, will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Procedures for Receiving Merger Consideration

Prior to the Effective Time, Parent will select a bank or trust company reasonably acceptable to Datto to act as the paying agent for the payment of the aggregate consideration to which holders of shares of Company Common Stock are entitled pursuant to the Merger Agreement and at or prior to the Effective Time, Parent will deposit or cause to be deposited with the paying agent an amount in cash necessary to pay for the shares of Company Common Stock converted into the right to receive the payment of the aggregate consideration to which holders of shares of Company Common Stock are entitled pursuant to the Merger Agreement. Datto will, at the written request of Parent, deposit with the paying agent at the closing such portion of such aggregate consideration from all cash and cash equivalents in bank accounts of Datto and its subsidiaries as specified in such request.

Promptly (and in any event no later than three business days) after the Effective Time, Parent and Datto will cause the paying agent to mail to each holder of record of one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of transmittal (which will be in customary form and which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the paying agent and (ii) instructions for effecting the surrender of the Certificates in exchange for the Per Share Price payable with respect to the shares of Company Common Stock formerly represented by the Certificates. Upon surrender of Certificates for cancellation to the paying agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificates by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will be canceled. With respect to record holders of Uncertificated Shares of Company Common Stock (other than Owned Company Shares and Dissenting Company Shares, as applicable), upon the paying agent’s receipt of an “agent’s message” (or such other evidence as the paying agent may reasonably request), the holder of such Uncertificated Shares will be entitled to receive in exchange an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares by (2) the Per Share Price, and the transferred Uncertificated Shares will be canceled.

No interest will be paid or accrue on the cash payable to any holder of a Certificate or Uncertificated Share.

At or prior to the closing, Parent will deposit (or cause to be deposited) with Datto, by wire transfer of immediately available funds, the aggregate vested equity award consideration owed to all Vested Equity Award

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Holders. As promptly as reasonably practicable, but in any event in no less than five business days after the closing date, the Vested Equity Award Holders will be paid by Datto or the surviving corporation, through its payroll system, payroll provider or paying agent, all amounts required to be paid to such holders in respect of Vested Options, Vested RSUs and Vested PSUs that are canceled and converted into a cash payment, less any required withholding.

As soon as practicable following April 11, 2022, Datto shall take all actions necessary or required under the Datto ESPP or applicable law to ensure that (i) except for the offering period under the Datto ESPP in effect as of April 11, 2022, no offering period under the Datto ESPP will be authorized or commenced after April 11, 2022; (ii) no new participants will commence participation in the Datto ESPP after April 11, 2022; (iii) no Datto ESPP participant will be permitted to increase such participant’s payroll deduction election or contribution rate in effect as of April 11, 2022 or to make separate non-payroll contributions on or following April 11, 2022, except as may be required by applicable law; (iv) each purchase right under the Datto ESPP outstanding as of April 11, 2022 shall be exercised as of no later than three business days prior to the date on which the Effective Time occurs (the “Final Exercise Date”); (v) each Datto ESPP participant’s accumulated contributions under the Datto ESPP shall be used to purchase shares of Company Common Stock in accordance with the terms of the Datto ESPP as of the Final Exercise Date; and (vi) the Datto ESPP will terminate effective as of (and subject to the occurrence of) immediately prior to the Effective Time, but subsequent to the exercise of purchase rights on the Final Exercise Date (in accordance with the terms of the Datto ESPP). All shares of Company Common Stock purchased on the Final Exercise Date shall be canceled at the Effective Time and converted into the right to receive the Per Share Price in accordance with the terms and conditions of the Merger Agreement. At the Effective Time, any funds credited as of such date under the Datto ESPP that are not used to purchase shares on the Final Exercise Date within the associated accumulated payroll withholding account for each participant under the Datto ESPP shall be refunded to the applicable participant in accordance with the terms of the Datto ESPP.

Datto shall take all actions necessary to effect the cancellation and conversion of Unvested Options, Unvested RSUs and Unvested PSUs and to effectuate the treatment of the Datto ESPP upon the Effective Time and otherwise to give effect to the applicable provisions of the Merger Agreement.

Each of the surviving corporation, Merger Sub, Parent and the paying agent will be entitled to deduct and withhold from any cash amounts otherwise payable to any person pursuant to the Merger Agreement such amounts as may be required to be deducted and withheld under applicable law with respect to taxes. Any amounts so deducted or withheld and paid over to the appropriate taxing authority will be treated for all purposes as having been paid to the person in respect of which such deduction or withholding was made.

Certificate of Incorporation; Bylaws

At the Effective Time, (a) the certificate of incorporation of the surviving corporation will be amended and restated in its entirety to be read as set forth in the applicable exhibit attached to the Merger Agreement, and (b) the bylaws of the surviving corporation will be amended and restated in their entirety to be identical to the bylaws of Merger Sub, except that all references to Merger Sub shall be automatically amended and become references to the surviving corporation.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of Parent, Merger Sub and Datto, including representations and warranties relating to, among other things:

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In addition, the Merger Agreement contains the following customary representations and warranties of Datto relating to, among other things:

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The Merger Agreement also contains the following customary representations and warranties of Parent and Merger Sub:

Certain of the representations and warranties in the Merger Agreement are qualified as to “materiality” or “Datto Material Adverse Effect”. The Merger Agreement provides that a Datto Material Adverse Effect means any change in circumstance, change, event, effect, development or occurrence that, individually or in the aggregate, with all other changes in circumstances, changes, events, effects, developments or occurrences that have occurred on or prior to the date of determination of the occurrence of Datto Material Adverse Effect, has or would be reasonably expected to have, a material adverse effect on the business, financial condition or results of operations of Datto and its subsidiaries, taken as a whole, excluding, for the purposes of determining a Datto Material Adverse Effect any change in circumstance, change, effect, development or occurrence that is:

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provided that, in the case of the first six bullets, bullet ten and bullet eleven above, to the extent that such change circumstances, inaccuracies, violations, changes, events, effects, developments or occurrences have had a materially disproportionate adverse effect on Datto as compared with other participants in the industries in which Datto operates, the incremental disproportionate adverse impact may be taken into account in determining whether there has been a Datto Material Adverse Effect.

Conduct of Business by Datto Prior to Consummation of the Merger

Except for matters set forth on the confidential disclosure schedules or as otherwise expressly contemplated by the Merger Agreement or required by applicable law (including any COVID-19 response) or as approved by Parent in writing (which approval shall not to be unreasonably withheld, delayed or conditioned and shall be deemed given if Parent provides no written response within (x) five business days after a written request by Datto for such consent or (y) one business day after a written request by Datto for such consent that states that such request is being made in response to an emergency or exigent circumstance), from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement and the Effective Time, Datto will and will cause each of its subsidiaries to (i) maintain its existence in good standing pursuant to applicable Law, (ii) preserve intact in all material respects its material assets, properties and Material Contracts, (iii) conduct its business in all material respects in the ordinary course of business, and (iv) preserve intact in all material respects its significant commercial relationships with third parties; provided, that so long as Datto has consulted with Parent and considered in good faith any recommendations of Parent, Datto and its subsidiaries may make any necessary changes in their respective business practices in response to COVID-19 and any COVID-19 Measures,

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including to (A) protect the health and safety of Datto’s and its subsidiaries’ employees, suppliers, partners and other individuals having business dealings with Datto and its subsidiaries or (B) respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19 Measures.

In addition, without limiting the generality of the foregoing, except for matters set forth on the confidential disclosure schedules or as otherwise expressly contemplated by the Merger Agreement or required by applicable law (including any COVID-19 response), from the date of the Merger Agreement to the earlier of the termination of the Merger Agreement and the Effective Time, Datto shall not, and shall not permit any of its subsidiaries to do, any of the following without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned):

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Regulatory Filings; Efforts

Each party to the Merger Agreement will use its reasonable best efforts to (i) to take (or cause to be taken) all actions; (ii) do (or cause to be done) all things; and (ii) assist and cooperate with the other Parties in doing (or causing to be done) all things, in each case as are necessary, proper or advisable pursuant to applicable Law or otherwise to consummate and make effective, as promptly as practicable, the Merger and the transactions contemplated by the Merger Agreement, including by (A) causing the conditions precedent to closing to be satisfied and (B) (I) obtaining all consents, waivers, approvals, orders and authorizations from governmental authorities; and (II) making all registrations, declarations and filings with governmental authorities, in each case that are necessary or advisable to consummate the transactions contemplated by the Merger Agreement.

Each party will, (i) within ten business of entering into the Merger Agreement file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to the transactions contemplated by the Merger Agreement as required by the HSR Act; and (ii) within 20 business days of entering into the Merger Agreement (unless a different period is otherwise agreed by the parties), make any appropriate filing necessary pursuant to the HSR Act, and will also, as promptly as reasonably practicable, make all necessary or advisable filings pursuant to any other applicable foreign antitrust law or foreign investment law, to permit consummation of the transactions contemplated by the Merger Agreement. In relation to this, each party will supply as promptly as reasonably practicable any additional information and documentary material that may be requested by any such reviewing governmental entity with respect to the transactions contemplated by the Merger Agreement.

Each of Datto and Parent will, and will cause their respective affiliates to, furnish to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any filing or submission under the HSR Act or any other applicable antitrust law or foreign investment law, and will consult with one another, in good faith in connection with any inquiry, hearing, investigation, proceeding or litigation by, or negotiations with, any governmental entity relating to the Merger Agreement, the Merger, or any of the other transactions contemplated by the Merger Agreement.

If and to the extent necessary to obtain as promptly as practicable (but in any event prior to the Termination Date) the expiration or termination of any waiting periods, or other clearance, consent, approval or waiver, of the

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Merger pursuant to the HSR Act and the Antitrust Laws and the Foreign Investment Laws and to allow the transactions contemplated by the Merger Agreement to be consummated, Parent, Kaseya Holdings and their respective subsidiaries shall propose, negotiate, effect, agree to or commit to by consent decree, hold separate order or otherwise, and shall take all actions necessary to obtain the expiration or termination of any waiting periods, and all clearances, consents, approvals and waivers under the HSR Act and the Antitrust Laws and the Foreign Investment Laws including (i) the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise), of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Kaseya Holdings and its subsidiaries or of Datto and its subsidiaries; (ii) the termination, modification, or assignment of existing relationships, joint ventures, contracts, or obligations of Kaseya Holdings and its subsidiaries or of Datto and its subsidiaries; (iii) the modification of any course of conduct regarding future operations of Kaseya Holdings and its subsidiaries or of Datto and its subsidiaries; and (iv) any other restrictions on the activities of Kaseya Holdings and its subsidiaries or of Datto and its subsidiaries, including the freedom of action of Kaseya Holdings and its subsidiaries or of Datto and its subsidiaries with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to this Agreement, in each case, on a sufficiently prompt basis in order for the transactions contemplated by the Merger Agreement to be consummated prior to the Termination Date. Parent, Kaseya Holdings and their respective subsidiaries shall, oppose any request for, the entry of, and seek to have vacated or terminated, any order, judgment, decree, injunction or ruling of any governmental authority that could restrain, prevent or delay the expiration or termination of any waiting periods, or obtaining any clearances, consents, approvals and waivers under the HSR Act and the Antitrust Laws and the Foreign Investment Laws, including by defending through litigation, any action asserted by any person in any court or before any governmental authority and by exhausting all avenues of appeal, including appealing properly any adverse decision or order by any governmental authority, it being understood that the costs and expenses of all such actions shall be borne by Parent. Notwithstanding the foregoing or any other provision of the Merger Agreement, none of Parent, Datto or any of their respective affiliates shall be required to agree to any sale, divestiture, transfer, license, disposition or hold separate of, or to any prohibition of or any limitation on the acquisition, ownership, operation, effective control or exercise of full rights of ownership, or other modification of rights in respect of, any assets, properties or businesses of Parent or Datto or any of their respective subsidiaries that, in each case, is not conditioned on the consummation of the transactions contemplated by the Merger Agreement. In furtherance and not in limitation of the foregoing, if Parent requests Datto or any of its subsidiaries to divest or otherwise dispose of an asset or assets (including any business line or segment), Datto shall furnish to Parent such information regarding the sale, license or other disposition of such assets reasonably requested by Parent, and Datto shall reasonably participate and cooperate in any requested sale, license or other disposition, subject to customary protections for the protection of Datto’s confidential information and to the condition specified in the previous sentence at Parent’s sole cost and expense. Parent and Merger Sub shall have primary responsibility for directing and implementing the general strategy for obtaining all authorizations, consents, orders, declarations or approvals of any governmental authority or the expiration or termination of any applicable waiting period necessary to consummate the transactions contemplated by the Merger Agreement; provided, that prior to implementing any such proposed general strategy, Parent and Merger Sub shall consult in good faith with Datto in connection with the proposed general strategy for obtaining such authorizations, consents, orders, declarations or approvals of any governmental authority or the expiration or termination of any applicable waiting period necessary to consummate the transactions contemplated by the Merger Agreement.

Furthermore, Parent and Kaseya Holdings will not, and will cause their affiliates not to, enter into any merger, acquisition or similar transaction, or any agreement to effect any such transaction, for any business will make, or that would reasonably be expected to make it materially more difficult, or materially increase the time required, to (i) obtain the required regulatory approvals, or (ii) avoid a legal restraint.

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Written Consent

Per the terms of the Merger Agreement, the Written Consent was delivered to Datto on April 11, 2022 shortly after the execution of the Merger Agreement, and Datto provided a copy of the Written Consent to Parent immediately after its receipt of the Written Consent.

Go Shop

The parties agreed that, during the period beginning at the time of execution of the Merger Agreement and continuing until 11:59 p.m., Eastern Time, on the No-Shop Period Start Date, Datto and its subsidiaries and its and their respective directors, officers, employees, investment bankers, attorneys, consultants, accountants and other advisors and representatives had the right to:

The Merger Agreement provides that the term “Acquisition Proposal” means any bona fide written offer or proposal (other than an offer or proposal by Parent or Merger Sub) to engage in an Acquisition Transaction. Furthermore, the term “Acquisition Transaction” means any transaction or series of related transactions (other than the Merger) involving:

For the avoidance of doubt, the Merger and the other transactions contemplated by the Merger Agreement will not be deemed an Acquisition Proposal.

No Solicitation

The Merger Agreement provides that Datto and its subsidiaries will not, and will instruct their respective representatives not to, directly or indirectly, from April 11, 2022 until the earlier of the termination of the Merger Agreement and the Effective Time:

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From the No-Shop Period Start Date until the earlier of the termination of the Merger Agreement and the Effective Time, Datto will not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality agreement solely to the extent that such provision prohibits or purports to prohibit a proposal being made to Datto if the Board (or a committee thereof) determines that the failure to do so is inconsistent with its fiduciary duties under applicable law.

Continuing Employee Matters

The Merger Agreement provides that, for the period from the Effective Time through the first anniversary of the Effective Time, each employee of Datto or its subsidiaries who remains in the employment of the surviving corporation and its subsidiaries (each, a “Continuing Employee”) will receive (for Continuing Employees primarily based outside of the United States, subject to any requirements under applicable law) (i) a base salary or wage rate, as applicable, and short-term cash incentive opportunities (other than change in control or transaction compensation and equity or equity-based incentive compensation opportunities) that are in the aggregate not less favorable than as provided by Datto or its subsidiaries to such Continuing Employee immediately prior to the Effective Time, (ii) severance based on severance arrangements as in effect on the date of the Merger Agreement and listed on the confidential disclosure schedules and (iii) employee benefits (excluding nonqualified deferred compensation, defined benefit pension, post-termination or retiree health or welfare benefits, or equity or equity-based benefits) that are substantially comparable in the aggregate to (A) those that were provided by Datto or its subsidiaries to such Continuing Employee immediately prior to the Effective Time, or (B) similarly situated employees of Parent and its affiliates. For purposes of clause (iii) hereof, if the Effective Time occurs in 2022, for the period between the Effective Time through December 31, 2022, the surviving corporation and its subsidiaries will (and Parent will cause the surviving corporation and its subsidiaries to) maintain, for the benefit of each Continuing Employee, all employee plans (excluding nonqualified deferred compensation, defined pension, post-termination or retiree health or welfare, or equity or equity-based benefits) in effect for (or available to) such Continuing Employee as of immediately before the Effective Time. For a period of at least six (6) months following the Effective Time, the surviving corporation and its subsidiaries will (and Parent will cause the surviving corporation and its subsidiaries to) maintain for the benefit of each Continuing Employee the same primary place of employment (including any remote work arrangement) applicable to such Continuing Employee immediately before the Effective Time.

The Merger Agreement also provides that, Parent will, and will cause the surviving corporation and its subsidiaries to, cause any plans, programs, agreements or arrangements established or maintained by Parent or any of its affiliates (including, after the Effective Time, the surviving corporation and its subsidiaries) (the “New Plans”) to recognize each Continuing Employee’s service with Datto or any of its subsidiaries and any of their respective predecessors (to the extent such service is recognized by Datto or such subsidiary), for purposes of eligibility, participation, vesting and levels of benefits; provided, however, that such service need not be recognized (i) to the extent that it would result in duplication of coverage or benefits for the same period of service, (ii) under any defined benefit plan or frozen benefit plan of Parent or (iii) with respect or vesting or other

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benefits under any equity incentive plan. In addition, Parent will or will cause the surviving corporation and its subsidiaries to use commercially reasonable efforts to provide that (i) each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding company plan (such plans, the “Old Plans”); (ii) for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical, vision or disability benefits, all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan be waived for the Continuing Employees and their covered dependents, to the extent such conditions were inapplicable or waived under the comparable employee plan in which such Continuing Employee participated immediately prior to the Effective Time; and (iii) for any year in which such Continuing Employee is moved to a New Plan, for purposes of each New Plan providing medical, dental, pharmaceutical, or vision benefits, any eligible expenses incurred by the Continuing Employees and their covered dependents during the portion of the plan year of the Old Plan ending on the date that Continuing Employees’ participation in the corresponding New Plan begins, if such participation begins in the year in which the Effective Time occurs, to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employees and their covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will otherwise be subject to the terms of such vacation and/or paid time off policies as determined by Parent and its affiliates from time to time (but in no event subject to forfeiture).

With respect to each of Datto’s annual cash incentive plans (each, a “Company Incentive Plan”), for the fiscal year in which the Effective Time occurs, the surviving corporation and its subsidiaries shall (and Parent shall cause the surviving corporation and its subsidiaries to) pay to each Continuing Employee who remains employed with Parent, the surviving corporation or their respective affiliates through the end of such fiscal year, at the same time or times that Parent, the surviving corporation or their applicable affiliate pays annual bonuses in respect of such fiscal year to other similarly situated employees thereof but in no event later than March 15 immediately after the end of such fiscal year, a bonus for such fiscal year (the “Annual Bonus”) that is equal to the greater of (i) the target Annual Bonus that such Continuing Employee would have been entitled to receive under the applicable Company Incentive Plan for such fiscal year, and (ii) the Annual Bonus that such Continuing Employee is entitled to receive under the applicable Company Incentive Plan based on actual level of achievement of the applicable performance criteria for such fiscal year (as determined after giving appropriate effect to the Merger).

If requested by Parent in writing not less than ten business days prior to the Effective Time, Datto will adopt resolutions and take such corporate action as necessary to terminate any benefit plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code (the “401(k) Plans”), effective no later than the date immediately preceding the closing date. In the event that the distributions of assets from the trust of a 401(k) Plan which is terminated is reasonably anticipated to trigger liquidation charges, surrender charges or other fees to be imposed upon the account of any participant or beneficiary of such terminated plan or upon Datto or plan sponsor, then Datto shall use commercially reasonable efforts to estimate the amount of such charges and/or fees and provide such estimate in writing to Parent prior to the closing.

The Merger Agreement provides that the foregoing provisions under this “— Continuing Employee Matters” section will not be deemed to: (i) guarantee employment for any period of time for, or preclude the ability of Parent, the surviving corporation or any of their respective subsidiaries to terminate any Continuing Employee; (ii) amend any company plan or any other compensation or benefit plans maintained for or provided to employees or other persons prior to or following the Effective Time; (iii) create any third party beneficiary rights in any Continuing Employee or former employee (or beneficiary or dependent thereof); or (iv) constitute a limitation on the rights to amend, modify or terminate any such plans or arrangements of Parent or any of its subsidiaries.

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Indemnification and Insurance

As of the Effective Time, the surviving corporation and its subsidiaries will, and Parent will cause the surviving corporation and its subsidiaries to, honor and fulfill, in all respects, the obligations of Datto and its subsidiaries pursuant to any indemnification agreements between Datto and any of its subsidiaries or affiliates, on the one hand, and any of their respective current or former directors or officers (and any person who becomes a director or officer of Datto or any of its subsidiaries prior to the Effective Time), on the other hand (each, together with such person’s heirs, executors and administrators, an “Indemnified Person” and, collectively, the “Indemnified Persons”). In addition, for a period of six years following the Effective Time, the surviving company or any of its subsidiaries will, and Parent will cause the surviving company and its subsidiaries to, cause all the organizational documents of the surviving corporation and its subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, advancement and reimbursement of expenses provisions set forth in the organizational documents as of April 11, 2022, which provisions will not be repealed, amended or otherwise modified in any adverse manner except as required by applicable law.

For a period of six years following the Effective Time, the surviving corporation will, and Parent will cause the surviving corporation to, indemnify and hold harmless, to the fullest extent permitted by applicable law, and any of its subsidiaries or affiliates in effect on April 11, 2022, each Indemnified Person from and against all costs, fees and expenses, including attorneys’ fees and investigation expenses, judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any legal proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such legal proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to the fact that an Indemnified Person is or was a director or officer of Datto or any of its subsidiaries or affiliates; any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director or officer of Datto or any of its subsidiaries or other affiliates, or taken at the request of Datto or such subsidiary or affiliate (including in connection with serving at the request of the Datto or such subsidiary or affiliate as a director, officer, trustee or fiduciary of another person (including any employee benefit plan), regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time); and the Merger, as well as any actions taken by Datto, Parent or Merger Sub with respect to the Merger (including any disposition of assets of the surviving corporation or any of its subsidiaries that is alleged to have rendered the surviving corporation or any of its subsidiaries insolvent).

If, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification, then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such legal proceeding, the surviving corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such legal proceeding. None of Parent, the surviving corporation nor any of their respective affiliates will settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any legal proceeding for which indemnification may be sought by an Indemnified Person unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such legal proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the surviving corporation (which counsel will be reasonably acceptable to such Indemnified Person), the fees and expenses of which shall be paid by the surviving corporation.

For a period of six years following the Effective Time, the surviving corporation will, and Parent will cause the surviving corporation to, maintain in effect Datto’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to the Effective Time on terms (including with respect to coverage, conditions, retentions, limits and amounts) that are equivalent to those of Datto’s current directors’ and officers’ liability insurance; provided that in no event will the surviving corporation be obligated to pay annual

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premiums in excess of 300% of the amount paid by Datto for coverage for its last full fiscal year, which amount is referred to as the maximum annual premium. If the annual premiums of such insurance coverage exceed the maximum annual premium, then the surviving corporation will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the maximum annual premium from an insurance carrier with the same or better credit rating as Datto’s current directors’ and officers’ liability insurance carrier. In satisfaction of the foregoing obligations, prior to the Effective Time Datto may purchase a prepaid “tail” policy with respect to Datto’s current directors’ and officers’ liability insurance from an insurance carrier with the same or better credit rating as Datto’s current directors’ and officers’ liability insurance carrier so long as the aggregate cost for such “tail” policy does not exceed the maximum annual premium. If Datto elects to purchase such a “tail” policy prior to the Effective Time, the surviving corporation will (and Parent will cause the surviving corporation to) maintain such “tail” policy in full force and effect for a period of no less than six years after the Effective Time and continue to honor its obligations under such “tail” policy.

Financing Covenant; Datto Cooperation

Following the date of the Merger Agreement and prior to the Effective Time, Datto will use its reasonable best efforts, and will cause each of its subsidiaries to use its respective reasonable best efforts, to provide Parent with all customary cooperation as reasonably requested by Parent to arrange, syndicate and obtain debt and preferred equity financing to be obtained by Parent and Merger Sub or their respective affiliates in connection with the transactions contemplated by the Merger Agreement, including using reasonable best efforts in: (i) participate in meetings, presentations due diligence sessions and drafting sessions to the extent customary for the debt financing and preferred equity financing; (ii) assisting Parent with the preparation of customary marketing materials and bank information memoranda required in connection with the debt financing; (iii) facilitating the pledging of collateral and the granting of security interests in respect of the debt financing (including (x) cooperation in connection with the pay-off of indebtedness and the release of related guarantees and liens) and (y) assisting Parent in connection with the preparation of any pledge and security documents and other definitive financing documents; (iv) furnishing Parent (A) financial and other pertinent and customary information regarding Datto and its subsidiaries as may be reasonably requested by Parent or the financing sources to the extent that such information is of the type and form customarily included in a bank confidential information memorandum in connection with the arrangement of financing similar to the third party financing or in lender presentations or other customary marketing materials, and (B) (1) audited consolidated balance sheets and related statements of income and cash flows on a consolidated basis for the fiscal years ended December 31, 2019, 2020 and 2021 and, if such fiscal year ends at least 90 days prior to the closing date, 2022 and (2) in respect of any subsequent fiscal quarter ending after January 1, 2022 and at least 45 days prior to the closing date, unaudited consolidated balance sheets and related statements of income and cash flows of Datto and its subsidiaries for such fiscal quarter, in each case prepared in accordance with GAAP; (v) assisting Parent with the preparation of pro forma financial information and pro forma financial statements to the extent reasonably requested by Parent or the financing sources; it being agreed that nothing will require Datto or its subsidiaries to provide any pro forma financial statements, information regarding any post-closing or pro forma cost savings, synergies, capitalization, ownership or other post-closing pro forma adjustments desired to be incorporated into any information used in connection with the third party financing or any description of all or any portion of the financing; (vi) assisting in the taking of all corporate and other actions, subject to the occurrence of the closing, reasonably necessary to permit the consummation of the third party financing on the closing date; it being understood that no such corporate or other action will take effect prior to the closing and the directors of Datto will not approve the third party financing prior to the closing date; and (vii) at least four Business Days prior to the closing date, furnishing Parent and the financing sources with all customary documentation and other information required by U.S. regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, Title III of Pub. L.107-56, and a beneficial ownership certificate for any entity that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (31. C.F.R § 1010.230), in each case, to the extent requested at least nine Business Days prior to the closing date.

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Additionally, nothing in the Merger Agreement will require Datto or any of its subsidiaries to (i) waive or amend any terms of the Merger Agreement or agree to pay any fees or reimburse any expenses in connection with the third party financing prior to the Effective Time; (ii) enter into any definitive agreement the effectiveness of which is not conditioned upon the closing; (iii) give any indemnities that are effective prior to the Effective Time; or (iv) take any action that would unreasonably interfere with the conduct of the business of Datto and its subsidiaries, breach any confidentiality obligations applicable to Datto and its subsidiaries or create a reasonable risk of damage or destruction to any property or assets of Datto or any of its subsidiaries.

No fewer than two business days prior to the Effective Time, with respect to the indebtedness to be repaid at the Effective Time, Datto shall deliver to Parent draft payoff letters in customary form from the lenders (or their applicable representative) with respect to the Datto credit agreement, to be signed by the applicable parties thereto prior to the Effective Time, stating the amounts required to be paid to satisfy in full all obligations thereunder and providing for the release (subject to the payment thereof at the Effective Time) of all liens and other security over the properties and assets of Datto and its subsidiaries securing all such obligations (and, as promptly as possible following the Effective Time if not delivered prior to such time, the applicable termination instruments or release filings of all such liens securing such indebtedness, in form and substance reasonably satisfactory to Parent).

Further, at or prior to the Effective Time, Parent shall provide (or cause to be provided) to Datto funds in an amount equal to the amount necessary for Datto to repay and discharge in full all amounts outstanding pursuant to the existing indebtedness and upon the receipt thereof, substantially concurrently with the Effective Time, Datto shall repay and discharge such existing indebtedness.

Other Covenants and Agreements

The Merger Agreement contains other covenants and agreements, in which each of Parent and Datto covenants or agrees to:

In addition, Datto will:

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Conditions to Consummation of the Merger

The obligation of each party to consummate the Merger is subject to the satisfaction (or waiver by each of the parties) on or prior to the Effective Time of the following conditions:

As of the date of this information statement, the Written Consent has been obtained.

The obligations of Parent and Merger Sub to consummate the Merger are further subject to satisfaction (or waiver by Parent where permissible pursuant to applicable law), on or prior to the Effective Time of the following additional conditions:

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The obligation of Datto to consummate the Merger is further subject to satisfaction or, to the extent not prohibited by applicable law, waiver, as of the closing of the Merger of, among other things, the following additional conditions:

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Effective Time (whether before or after receipt of the Written Consent) by the mutual written agreement of Parent and Datto.

In addition, the Merger Agreement may be terminated by either Parent or Datto, at any time prior to the Effective Time (whether prior to or after the receipt of the Written Consent):

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Further, the Merger Agreement may be terminated by Parent if at any time the Board has effected a Board Recommendation Change; provided, that Parent may not terminate the Merger after 11:59 p.m., Eastern Time, on the date which is ten business days after Parent is notified in writing that the Board has effected a Board Recommendation Change;

The Merger Agreement may also be terminated by Datto (i) if all of the conditions to the obligations of Parent and Merger Sub are satisfied or waived (other than those conditions that by their terms are to be satisfied by actions taken at the closing, so long as such conditions are at the time of termination capable of being satisfied as if such time were the closing), (ii) Parent fails to consummate the transactions contemplated by the Merger Agreement by the date that is five business days after the first date on which Parent is required to consummate the closing, and (iii) Datto has irrevocably confirmed to Parent in writing that it is prepared to consummate the closing.

The Merger Agreement also provided that Parent could have terminated the Merger Agreement (i) if the Written Consent was not delivered to Parent and Datto prior to 11:59 p.m., Eastern Time, on April 11, 2022; however, this termination provision expired following delivery of the Written Consent on April 11, 2022.

The Merger Agreement also provided that Datto could have terminated the Merger Agreement, prior to the No-Shop Period Start Date (i) if Datto received a Superior Proposal, (ii) the Board authorized Datto to enter into a definitive alternative acquisition agreement to consummate the Acquisition Transaction contemplated by that Superior Proposal, (iii) Datto complied in all material respects with respect to its obligations in connection with such Superior Proposal and (iv) Datto paid to Parent Datto Termination Fee (as defined below) however, this termination provision expired upon the start of the No-Shop Period Start Date.

Termination Fees and Expenses

Datto will pay Parent (or its designee) a termination fee of $185,665,475 (the “Datto Termination Fee”) under the following circumstances:

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Parent will pay Datto a termination fee of $371,330,950 (the “Parent Termination Fee”) in the event the Merger Agreement is terminated:

Superior Proposal and Change of Recommendation

Notwithstanding the restrictions set forth above at any time prior to obtaining the Written Consent, which was obtained on April 11, 2022, Datto and the Board could have, directly or indirectly, participated or engaged in discussions or negotiations with, furnished any non-public information relating to Datto or any of its subsidiaries to, or afforded access to the business, properties, assets, books, records or personnel, of Datto or any of its subsidiaries pursuant to an acceptable confidentiality agreement to any person that had made, renewed or delivered to Datto an Acquisition Proposal after the date of execution of the Merger Agreement, and otherwise facilitate such Acquisition Proposal or assisted such person (and its representatives and financing sources) with such Acquisition Proposal if requested by such person, in each case with respect to an Acquisition Proposal, and that the Board had determined in good faith (after consultation with its financial advisors and outside legal counsel) either constituted a Superior Proposal or could have reasonably been expected to lead to a Superior Proposal.

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Except for the exceptions set forth below, which are now no longer applicable, neither the Board nor any committee thereof will (A) approve, recommend, cause or permit Datto to enter into any agreement for the acquisition of Datto, or authorize, resolve, agree or propose to take any such action or (B) take any of the following actions constituting a “Board Recommendation Change”:

Notwithstanding the restrictions set forth above at any time prior to obtaining the Written Consent, which was obtained on April 11, 2022, the Board could have (i) made a Board Recommendation Change if the Board had determined in good faith (after consultation with its outside legal counsel and financial advisor) that, as a result of an Intervening Event (as defined below), failure to make such Board Recommendation Change would be inconsistent with Datto’s directors’ fiduciary duties under applicable law or (ii) made a Board Recommendation Change, entered into a definitive written agreement providing for the consummation of a Superior Proposal and concurrently terminated the Merger Agreement and paid the Termination Fee to Parent if Datto had received an Acquisition Proposal after the date of the Merger Agreement for which the Board had determined in good faith (after consultation with its outside legal counsel and financial advisor) that such Acquisition Proposal constituted a Superior Proposal and that the failure to take such actions would be inconsistent with Datto’s directors’ fiduciary duties under applicable law; provided, however, that the Board and any committee thereof could not have taken any action set forth above unless, prior to taking such action:

The Merger Agreement provides that the term “Superior Proposal” means any bona fide written Acquisition Proposal for an Acquisition Transaction on terms that the Board (or a committee thereof) has determined in good faith (after consultation with its financial advisors and outside legal counsel) is reasonably likely to be

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consummated in accordance with its terms (taking into account any legal, regulatory, financial, timing, financing, the identity of the person making the proposal, and other aspects of such proposal that the Board (or a committee thereof) considers relevant), and if consummated, would be more favorable, from a financial point of view, to Datto stockholders (in their capacity as such) than the Merger (taking into account any revisions to this Agreement made or proposed in writing by Parent prior to the time of such determination). For purposes of the reference to an “Acquisition Proposal” in this definition, all references to (i) “15%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%” and (ii) “Company Common Stock outstanding (by vote or economic interests)” will be deemed to be references to “the aggregate voting power of Datto or the economic ownership of Datto.”.

The Merger Agreement provides that the term “Intervening Event” means any positive change, event, effect, development or circumstance that (A) was not known or reasonably foreseeable to the Board on the date of the Merger Agreement (or, if known by the Board, the consequences of which were not known or reasonably foreseeable by the Board as of the date of the Merger Agreement) and (B) does not relate to (i) any Acquisition Proposal, or (ii) the mere fact, in and of itself, that Datto meets or exceeds any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics for any period ending on or after the date hereof, or changes after the date hereof in the market price or trading volume of Company Common Stock or the credit rating of Datto (it being understood that the underlying cause of any of the foregoing in this clause (ii) may be considered and taken into account).

Datto’s rights to engage in negotiations or discussions with third parties and to terminate the Merger Agreement as described above ceased on April 11, 2022 upon delivery of the Written Consent in accordance with the terms of the Merger Agreement.

Nothing contained in the Merger Agreement will prohibit Datto from taking and disclosing to Datto’s stockholders a position required by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act, in each case after commencement of a tender offer (within the meaning of Rule 14d-2 promulgated under the Exchange Act) and (ii) no disclosure that the Board may determine in good faith (after consultation with its outside legal counsel) that Datto is required to make under applicable law will constitute a violation of the Merger Agreement; provided that in no event shall the Board make a Board Recommendation Change except in accordance with the Merger Agreement.

Amendment and Waiver

The Merger Agreement may be amended, modified and supplemented in any and all respects only by an instrument in writing signed on behalf of each of Parent, Merger Sub and Datto (pursuant to authorized action by the Board (or a committee thereof)), except that in the event that Datto has received the Written Consent, no amendment may be made to this Agreement that requires the approval of the Datto stockholders pursuant to the DGCL without such approval. Any agreement on the part of a party to any extension or waiver with respect to the Merger Agreement is valid only if set forth in an instrument in writing signed on behalf of such party. At any time prior to the Effective Time, the parties to the Merger Agreement (treating Parent and Merger Sub as one party for this purpose) may (i) extend the time for the performance of any of the obligations or other acts of the other party, (ii) waive any inaccuracies in the representations and warranties of the other party contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement or (iii) waive compliance by the other party with any of the agreements or conditions contained in the Merger Agreement. Notwithstanding the foregoing, there shall be made no amendment, modification or supplement to the Merger Agreement (x) after receipt of the Written Consent which requires further approval by the stockholders of Datto without the further approval of such stockholders or (y) after the Effective Time. The Written Consent was delivered on April 11, 2022 shortly after the execution of the Merger Agreement.

The failure of any party to the Merger Agreement to assert any of its rights under the Merger Agreement or otherwise shall not constitute a waiver of such rights.

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Specific Performance; Jurisdiction

Subject to the conditions set forth in the Merger Agreement, the parties to the Merger Agreement are entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of the Merger Agreement and to enforce specifically the performance of the terms and provisions of the Merger Agreement, without the necessity of proving actual damages or the inadequacy of monetary damages as a remedy (and each party to the Merger Agreement has waived any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties to the Merger Agreement has agreed not to assert that a remedy of specific enforcement is unenforceable, invalid or contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. Each party to the Merger Agreement has agreed to irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in any Chosen Courts for the purpose of any proceeding arising out of or relating to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement and has agreed that all claims with respect to such proceeding may be heard and determined exclusively in such court. The parties to the Merger Agreement have agreed that a final trial court judgment in any such proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Governing Law

The Merger Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

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MARKET INFORMATION AND DIVIDENDS

Company Common Stock began trading on the NYSE under the symbol “MSP” on October 21, 2020. Prior to that, there was no public market for Company Common Stock. As of May 19, 2022, 165,479,585 shares of Company Common Stock were issued and outstanding, held by approximately 11 stockholders of record.

Since the date of our initial public offering, we have not paid dividends on outstanding Company Common Stock. The terms of the Merger Agreement do not allow us to declare or pay a dividend between April 11, 2022 and the earlier of the consummation of the Merger or the termination of the Merger Agreement. Following the Merger there will be no further market for the Company Common Stock.

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APPRAISAL RIGHTS

The discussion of the provisions set forth below is not a complete summary regarding your appraisal rights under Delaware law and is qualified in its entirety by reference to Section 262 of the DGCL, which is attached to this information statement as Annex C. Stockholders intending to exercise appraisal rights should carefully review Annex C in its entirety. Failure to follow precisely any of the statutory procedures set forth in Section 262 of the DGCL will result in a termination or waiver of these rights. This summary does not constitute any legal or other advice, nor does it constitute a recommendation that you exercise your rights to demand appraisal under Section 262 of the DGCL.

Under the DGCL, if the Merger is consummated, holders of shares of Company Common Stock who have not consented to the adoption of the Merger Agreement (i.e., all holders other than the Majority Stockholders), who hold shares of Company Common Stock on the date of making a demand for appraisal rights, who continuously hold such shares through the Effective Time, and who have complied with the procedures set forth in Section 262 of the DGCL have the right to demand appraisal of, and receive payment in cash for the “fair value” of, their shares of Company Common Stock, as determined by the Delaware Court of Chancery, together with interest, if any, on the amount determined to be the fair value, in lieu of the Merger consideration they would otherwise be entitled to pursuant to the Merger Agreement, unless such holder validly withdraws or otherwise loses such holder’s rights to appraisal. This right is known as an appraisal right. Stockholders electing to exercise appraisal rights must comply precisely with the requirements of Section 262 of the DGCL in order to demand and perfect their rights. Strict compliance with the statutory procedures is required to demand and perfect appraisal rights under Section 262 of the DGCL.

Section 262 of the DGCL is reprinted in its entirety as Annex C to this information statement. Set forth below is a summary description of Section 262 of the DGCL, which is intended as a summary of the material provisions of statutory procedures pursuant to Section 262 of the DGCL required to be followed by a stockholder to demand and perfect appraisal rights. This summary, however, is not a complete statement of all applicable requirements or considerations and is qualified in its entirety by reference to the full text of Section 262 of the DGCL. All references in Section 262 of the DGCL and this summary to “stockholder” are to the record holder of the shares of Company Common Stock immediately prior to the Effective Time as to which appraisal rights are asserted. Failure to comply strictly with the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights.

Filing Written Demand

Under Section 262 of the DGCL, where a merger agreement relating to a proposed merger is adopted by stockholders acting by written consent in lieu of a meeting of the stockholders, either the constituent corporation before the effective date of the merger or the surviving corporation, within 10 days after the effective date of the merger, must notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger and that appraisal rights are available for any or all shares of such class or series of stock, and must include in such notice a copy of Section 262 of the DGCL. This information statement constitutes such notice to the holders of shares of Company Common Stock entitled thereto, and Section 262 of the DGCL is attached to this information statement as Annex C. Any stockholder who wishes to exercise such appraisal rights or who wishes to preserve his, her or its right to do so should review the following discussion and Annex C carefully, because failure to timely and properly comply with the procedures specified will result in the loss of appraisal rights under the DGCL.

Holders of shares of Company Common Stock who desire to exercise their appraisal rights must submit to Datto a written demand for appraisal of their shares of Company Common Stock no later than 20 days after the date of mailing of this information statement (which includes the notice of written consent and appraisal rights), which mailing date is May 25, 2022. A demand for appraisal will be sufficient if it reasonably informs Datto of the identity of the stockholder making the demand and that such stockholder intends thereby to demand appraisal of such stockholder’s shares of Company Common Stock. If you wish to exercise your appraisal rights, you must

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be the record holder of such shares of Company Common Stock on the date the written demand for appraisal is made and you must continue to hold such shares of Company Common Stock through the Effective Time. Accordingly, a stockholder who is the record holder of shares of Company Common Stock on the date the written demand for appraisal is made, but who thereafter transfers such shares prior to the Effective Time, will lose any right to appraisal in respect of such shares.

All written demands for appraisal of shares of Company Common Stock must be mailed or delivered to: Datto Holding Corp., 101 Merritt 7, Norwalk, Connecticut 06851, Attention: General Counsel. Only a holder of record of shares of Company Common Stock is entitled to demand an appraisal of the shares registered in that holder’s name. A demand for appraisal should be executed by or on behalf of the holder of record, fully and correctly, as the stockholder’s name appears in the transfer agent’s records, and must state that the stockholder intends thereby to demand appraisal of the stockholder’s shares in connection with the Merger. The demand cannot be made by the beneficial owner if he or she is not the record holder of the shares of Company Common Stock. The beneficial holder must, in such cases, have the registered owner, such as a bank, brokerage firm, trust or other nominee, submit the required demand in respect of those shares of Company Common Stock. If you hold your shares of Company Common Stock through a bank, brokerage firm, trust or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm, trust or the other nominee to determine the appropriate procedures for the making of a demand for appraisal by the nominee.

If shares of Company Common Stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, the demand for appraisal must be executed by the fiduciary in that capacity. If the shares of Company Common Stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; provided, however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner or owners. A record owner, such as a bank, brokerage firm, trust or other nominee, who holds shares of Company Common Stock as a nominee for others, may exercise his or her right of appraisal with respect to the shares of Company Common Stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of Company Common Stock as to which appraisal is sought. Where the number of shares is not expressly stated, the demand will be presumed to cover all shares of Company Common Stock which are held in the name of such record owner. If you hold shares of Company Common Stock through a broker who, in turn, holds the shares through a central securities depository nominee, such as Cede & Co., a demand for appraisal of such shares of Company Common Stock must be made by or on behalf of the depository nominee and must identify the depository nominee as record holder. Any beneficial holder desiring appraisal who holds shares through a brokerage firm, bank or other financial institution is responsible for ensuring that the demand for appraisal is made by the record holder.

Notice by the Surviving Corporation

Within 10 days after the Effective Time, the surviving corporation must give written notice that the Merger has become effective to each of the Datto stockholders who are entitled to appraisal rights; provided, however, that if such notice is sent more than 20 days following the sending of this information statement, such notice need only be sent to each holder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with Section 262 of the DGCL.

At any time within 60 days after the Effective Time, any stockholder who has demanded an appraisal, but has not commenced an appraisal proceeding or joined a proceeding as a named party, may withdraw the demand and accept the consideration specified by the Merger Agreement for that stockholder’s shares of Company Common Stock by delivering to the surviving corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the Effective Time will

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require written approval of the surviving corporation. Unless the demand is properly withdrawn by the stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party within 60 days after the Effective Time, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, with such approval conditioned upon such terms as the Delaware Court of Chancery deems just. If the surviving corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder’s right to appraisal in accordance with the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder will be entitled to receive only the appraised value of such stockholder’s shares as determined in any such appraisal proceeding, which value could be less than, equal to or more than the consideration offered pursuant to the Merger Agreement.

Filing a Petition for Appraisal

Within 120 days after the Effective Time, but not thereafter, either the surviving corporation or any stockholder who has complied with the requirements of Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of Company Common Stock held by all stockholders entitled to appraisal. A person who is the beneficial owner of shares of Company Common Stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition for appraisal. The surviving corporation has no obligation to file such a petition, has no present intention to file a petition and holders of shares of Company Common Stock should not assume that the surviving corporation will file a petition or initiate any negotiation with respect to the fair value of the shares of Company Common Stock. Accordingly, it is the obligation of the holders of shares of Company Common Stock to initiate all necessary action to demand and perfect their appraisal rights in respect of shares of Company Common Stock, and to file any petitions in the Delaware Court of Chancery relating to an appraisal, within the time prescribed in Section 262 of the DGCL. If no petition for appraisal is timely filed, the right to appraisal will cease.

In addition, within 120 days after the Effective Time, any stockholder who has properly complied with the requirements of Section 262 of the DGCL will be entitled to receive from the surviving corporation, upon written request, a statement setting forth the aggregate number of shares of Company Common Stock not voted in favor of the Merger Agreement and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be given within 10 days after such written request has been received by the surviving corporation or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A person who is the beneficial owner of shares of Company Common Stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, request from the surviving corporation such statement.

Upon the timely filing of a petition for appraisal in accordance with Section 262 of the DGCL, a copy of the petition must be served upon the surviving corporation. Within 20 days after receiving service of a copy of the petition, the surviving corporation must file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares of Company Common Stock and with whom agreements as to the value of their shares of Company Common Stock have not been reached by the surviving corporation. The Delaware Register in Chancery, if ordered by the Delaware Court of Chancery, will give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving corporation and to the stockholders shown on the verified list. Such notice will also be given by one or more publications at least one day before the date of the hearing in a newspaper of general circulation in the City of Wilmington, Delaware, or such publication as the Delaware Court of Chancery deems advisable. The forms of the notices by mail and by publication shall be approved by the Delaware Court of Chancery, and the costs thereof shall be borne by the surviving corporation.

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After notice has been given to the stockholders who have demanded appraisal as required by the Delaware Court of Chancery, the Delaware Court of Chancery is empowered to conduct a hearing on the petition and to determine those stockholders who have complied with Section 262 of the DGCL and who have become entitled to appraisal rights thereunder. At the hearing on such petition, the Delaware Court of Chancery may require the stockholders who have demanded an appraisal for their shares and who hold shares of Company Common Stock represented by certificates to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceeding; and if any stockholder fails to comply with such direction, the Delaware Court of Chancery may dismiss the proceedings as to such stockholder. Notwithstanding a stockholder’s compliance with the foregoing requirements, Section 262 of the DGCL provides that, because immediately before the Merger, Company Common Stock is listed on a national securities exchange, the Delaware Court of Chancery will dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (i) the total number of shares of Company Common Stock entitled to appraisal exceeds 1% of the outstanding shares of Company Common Stock, or (ii) the value of the consideration provided in the Merger for such total number of shares of Company Common Stock exceeds $1 million.

Determination of Fair Value

After the Delaware Court of Chancery determines the stockholders entitled to appraisal of their shares of Company Common Stock, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Delaware Court of Chancery will determine the fair value of the shares of Company Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. When the fair value has been determined, the Delaware Court of Chancery will direct the payment of the fair value of such shares, together with interest, if any, by the surviving corporation. Payment will be made to each stockholder forthwith. Unless the Court in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. At any time before the entry of judgment in the proceeding, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (i) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (ii) interest theretofore accrued, unless paid at that time.

You should be aware that an investment banking opinion as to the fairness from a financial point of view of the consideration to be received in a sale transaction, such as the Merger, is not an opinion as to fair value under Section 262 of the DGCL. Although we believe that the Merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger consideration. Moreover, we do not anticipate offering more than the Merger consideration to any stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a share of Company Common Stock is less than the Merger consideration. In determining “fair value,” the Court is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or which could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the

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merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.” In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting stockholder’s exclusive remedy.

Costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and imposed upon the parties participating in the appraisal proceeding by the Delaware Court of Chancery, as it deems equitable in the circumstances. Upon the application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts used in the appraisal proceeding, to be charged pro rata against the value of all shares of Company Common Stock entitled to appraisal.

If any stockholder who demands appraisal of his, her or its shares of Company Common Stock under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses, his, her or its right to appraisal, as provided in the DGCL, the shares of Company Common Stock of such stockholder will be converted into the right to receive the consideration in respect thereof provided for in the Merger Agreement in accordance with the Merger Agreement, without interest and subject to any applicable withholding taxes. A stockholder will fail to perfect, or effectively lose or withdraw, his, her or its right to appraisal if no petition for appraisal is filed within 120 days after the Effective Date of the Merger, or if the stockholder delivers to Datto a written withdrawal of his, her or its demand for appraisal and an acceptance of the terms offered upon the Merger, except that any such attempt to withdraw made more than 60 days after the Effective Time will require the written approval of Datto. In addition, once a petition for appraisal is filed, the appraisal proceeding may not be dismissed as to any stockholder absent court approval, provided, however, that the foregoing shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the Effective Time.

Failure by any stockholder to comply fully with the procedures described above and set forth in Section 262 (a copy of which is included as Annex C to this information statement) may result in loss of the stockholder’s appraisal rights. In view of the complexity of Section 262 of the DGCL, the Datto stockholders who may wish to dissent to the Merger and pursue appraisal rights should consult their legal and financial advisors.

To the extent there are any inconsistencies between the foregoing summary and Section 262 of the DGCL, Section 262 of the DGCL will govern.

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