S-1/A

As filed with the Securities and Exchange Commission on June 3, 2013.

Registration No. 333-188603

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Covisint Corporation

(Exact name of registrant as specified in its charter)

MICHIGAN	7372	26-2318591
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

One Campus Martius, Detroit, Michigan 48226-5099

(313) 227-7000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David A. McGuffie

President and Chief Executive Officer

Covisint Corporation

One Campus Martius

Detroit, Michigan 48226-5099

(313) 227-7000 (telephone)

(313) 227-6435 (facsimile)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies To:

Norman H. Beitner, Esq. Honigman Miller Schwartz and Cohn LLP 2290 First National Building 660 Woodward Ave. Detroit, Michigan 48226-3583 (313) 465-7000 (telephone) (313) 465-7321 (facsimile) William J. Schnoor Jr., Esq. Kenneth J. Gordon, Esq. Goodwin Procter LLP Exchange Place 53 State Street Boston, Massachusetts 02109-3000 (617) 570-1000 (telephone) (617) 523-1231 (facsimile)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨		Accelerated filer  ¨
Non-accelerated filer    x	(Do not check if a smaller reporting company)	Smaller reporting company  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)
Common Stock, no par value	$100,000,000	$13,640

(1) Estimated solely for purposes of calculating the registration fee pursuant to Section 457(o) under the Securities Act of 1933, as amended.

(2) Includes shares to be sold upon the exercise of the underwriters’ over-allotment option. See “Underwriting.”

(3) Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Subject to Completion, Dated June 3, 2013

             Shares

Covisint Corporation

Common Stock

We are offering              shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price of our common stock is expected to be between $         and $         per share. We have applied to list our common stock on the NASDAQ Global Market under the symbol “COVS”.

Compuware Corporation, or Compuware, currently owns 100% of our outstanding common stock, and following this offering Compuware will continue to be our controlling shareholder. Following this offering, Compuware will own 30,003,000 shares of our common stock, representing approximately     % of the total outstanding shares of our common stock.

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. Investing in shares of our common stock involves risk. See “Risk Factors” beginning on page 12.

	Price to Public	Underwriting Discounts and Commissions	Proceeds to Covisint
Per share	$	$	$
Total	$	$	$

We have granted the underwriters the right to purchase up to an additional              shares of common stock to cover over-allotments.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Delivery of the shares of common stock will be made on or about                     , 2013.

Credit Suisse
	Pacific Crest Securities
		Allen & Company LLC

The date of this Prospectus is                     , 2013

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
RISK FACTORS	12
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	39
INDUSTRY AND MARKET DATA	40
USE OF PROCEEDS	41
DIVIDEND POLICY	42
CAPITALIZATION	43
DILUTION	44
SELECTED COMBINED AND CONSOLIDATED FINANCIAL DATA	45
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	47
BUSINESS	76
MANAGEMENT	90
EXECUTIVE COMPENSATION	95
DIRECTOR COMPENSATION	106
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	107
PRINCIPAL SHAREHOLDERS	115
DESCRIPTION OF CAPITAL STOCK	116
SHARES ELIGIBLE FOR FUTURE SALE	122
MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR COMMON STOCK	124
UNDERWRITING	128
LEGAL MATTERS	134
EXPERTS	134
WHERE YOU CAN FIND MORE INFORMATION	134
INDEX TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS	F-1

Through and including                     , 2013 (the 25^th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PROSPECTUS SUMMARY

The following summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should carefully read this prospectus in its entirety before investing in our common stock, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our combined and consolidated financial statements and related notes included elsewhere in this prospectus.

Overview

Covisint provides a leading cloud engagement platform for enabling organizations to securely connect, engage and collaborate with large, distributed communities of customers, business partners and suppliers. Our platform allows global organizations with complex external business relationships to create, streamline and automate external mission-critical business processes that involve the secure exchange of and access to critical information from multiple sources. Our customers deploy our platform to deliver on current and new business initiatives, enhance competitiveness, create new revenue opportunities, increase customer retention and lower operating costs. We have been recognized as a leader in the emerging cloud engagement market due to our market share, technical capabilities and history of successful deployments.

Our cloud engagement platform is offered as a service, commonly referred to as Platform-as-a-Service (PaaS), and combines robust, cloud-based identity management, portal, data exchange, integration and application development capabilities. Our platform integrates with on-premise and hosted enterprise systems, as well as other cloud-based data sources, and can be deployed quickly, scaled to millions of users, and configured to address our customers’ specific organizational requirements, including workflows, content and branding.

We deliver our platform through industry-specific solutions that address external mission-critical business processes common to companies across our target industries. To date, we have focused our solutions on the global automotive, healthcare and energy industries, in which the secure sharing of complex and distributed data is of particular importance. We are actively working to expand our platform to a wide range of industries which we believe have a significant opportunity to leverage our platform to enable external mission-critical business processes and to improve collaboration with external parties such as customers, business partners and suppliers.

We sell our solutions through our direct sales force and increasingly through channel partners, including system integrators, value-added resellers and other organizations. We have over 3,000 customers that have deployed our platform to connect to over 80,000 of their customers, business partners and suppliers. This allows more than 18 million users to access the mission-critical applications and information provided by our customers. Our customers include approximately 150 core platform customers, which represented 93% and 91% of our total revenue for the year ended March 31, 2013 and 2012, respectively, including 33% and 35% of our total revenue for such periods from our largest core platform customer, General Motors. Our other core platform customers include (listed alphabetically): AT&T, Blue Cross Blue Shield Association, Blue Cross Blue Shield of North Carolina, Daimler AG, Detroit Medical Center and the Vermont Blueprint for Health. Our remaining customers include a variety of organizations that pay us a relatively nominal fee to either connect to one of our core platform customers or use one of our industry-specific solutions.

We are currently a wholly-owned subsidiary of Compuware Corporation, a publicly traded company founded in 1973. Our predecessor, Covisint LLC, was founded in February 2000 by a consortium of global automotive manufacturers to improve their ability to collaborate and transact with thousands of suppliers worldwide and reduce the cost of procuring components and materials. The consortium made a significant investment in the development of a robust, highly-secure cloud-based business-to-business network for

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automotive supply chains that included messaging, portal and web services technology. In March 2004, Compuware purchased substantially all of the assets of Covisint LLC including its name and messaging, portal and web services technology. For the years ended March 31, 2013, 2012 and 2011, our total revenue was $90.7 million, $74.7 million and $54.2 million, respectively, our net loss was $5.6 million, $3.3 million and $1.3 million, respectively, and our Adjusted EBITDA was $(10.9) million, $(5.4) million and $1.1 million, respectively. Adjusted EBITDA is a non-GAAP financial measure. For a definition of Adjusted EBITDA, an explanation of our management’s use of this measure and a reconciliation of our Adjusted EBITDA to our net income (loss), see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics.”

Our Industry

Cloud computing is evolving to enable more complex business processes

The emergence of cloud computing over the past decade is leading to a fundamental transformation of organizations and their IT environments. As cloud computing has become more widely adopted, organizations have begun to appreciate the new ways in which it enables them to interact and engage with external parties. In particular, organizations in many industries are seeking to use cloud-based technologies to streamline and automate complex, information-intensive business processes and to implement external engagement models, such as health information exchanges, which involve the integration of data from disparate sources and the exchange of and access to sensitive information, such as private patient information, across business communities, organizations and systems. We believe organizations in a wide range of industries have a significant opportunity to leverage cloud computing to enable external mission-critical business processes and to improve collaboration with external parties such as customers, business partners and suppliers.

Organizations are transforming the way they interact with their external constituents

The evolution in cloud computing is accelerating a number of dramatic changes in the way that organizations interact with their customers, business partners, suppliers and other external constituents. Some of the most significant changes include:

• Rapidly changing end-user behavior and expectations for cloud-based collaboration and information exchange. The increasing adoption of online tools in everyday life is fundamentally changing consumer behavior and creating expectations within organizations for similar capabilities, which are driving demand for secure cloud-based information exchange and business collaboration tools.

• Increased demand for secure system and data integration across organizational boundaries. The need to improve and accelerate business performance is leading to a significant increase in the flow of sensitive digital information beyond traditional organizational boundaries, which raises new challenges for standardizing and integrating data in a secure manner across systems and organizations.

• Competitive pressures for timely, innovative external engagement processes. The current business environment requires organizations to quickly capitalize on new opportunities to strengthen their relationships with their customers and improve their competitiveness, which requires technology and domain expertise that is not readily available within most organizations.

• Cloud-based processes are becoming fundamental to organizations’ business models. Organizations are increasingly using cloud-based processes to streamline and automate their core, external-facing operations and, in many cases, to enable entirely new business models. These cloud-based processes require a high degree of security, reliability and scalability.

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Industry-specific trends are driving additional demand

In certain industries, the need for secure information exchange and collaboration across organizations is being compounded by unique vertical-specific trends, including:

Automotive. There has been a significant shift in how automotive manufacturers connect with and reach customers. Manufacturers are seeking to provide enhanced information experiences for the new “connected consumer” through a variety of access points, including in-vehicle systems, websites and mobile devices. Delivering the services and features of “connected vehicles” that consumers now expect, such as location-based information services which integrate a variety of third-party data and applications and require cloud-based identification, authentication and network security, has become increasingly more important to manufacturers’ marketing and sales efforts.

Additionally, the highly-integrated, global and distributed nature of the automotive supply chain makes immediate and continuous visibility into the entire supply chain particularly critical for conducting business and managing risk. Vendors across the automotive industry, including dealers, financing sources and automakers, are utilizing the cloud to share information and streamline business processes across global supply chain boundaries.

Healthcare. One of the primary healthcare reform initiatives designed for reducing healthcare costs and improving patient care and overall population health is a new reimbursement model that is driving the shift from fee-for-service to outcomes-based care delivery. This “accountable care” model requires the primary stakeholders—physicians, hospitals and payers—to be jointly accountable for the overall cost and quality of care, share digital information and coordinate patient care in order to reduce healthcare costs. The cloud is being used for aggregating, sharing and analyzing patient information from various systems and facilities and making that information available to provide a comprehensive view of a patient’s history and condition, which can eliminate redundant testing, reduce errors in care delivery and improve overall quality of care.

Energy. The global energy industry is geographically dispersed and requires significant information sharing, communication and data protection. The energy industry includes a large number of joint ventures that require the sharing of critical geological, operational and financial information among a large distributed network of joint venture partners, who are often competitors, and outside contractors. This requires making information available to, and enabling collaboration among, these constituents with appropriate identity management and access limitations.

Other Industries. Organizations in many industries, such as financial services and the public sector, face similar challenges in connecting with external audiences. We believe a wide variety of organizations globally will benefit from using cloud-based technologies to meet their need to collaborate with customers, business partners and suppliers.

Customer requirements are extensive and challenging

The requirements for enabling cloud-based, mission-critical business processes among thousands and potentially millions of external constituents are extensive and challenging. These requirements typically include:

• Security. Organizations require the ability to make sensitive information easily accessible to large populations of users through a wide range of devices.

• Integration. Organizations must be able to seamlessly integrate with a variety of information systems and standardize disparate data formats.

• Flexibility. To respond to rapidly-evolving business demands and opportunities, organizations seek high-quality solutions that can be quickly implemented and broadly adopted.

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• Reliability. Organizations require enterprise-grade reliability to bring mission-critical business initiatives to market: anything less jeopardizes an organization’s ability to remain competitive.

• Compliance. Private and confidential data is subject to a growing number of regulations governing the tracking and auditing of, and access to, information.

Our Solution

Our Platform-as-a-Service offering enables global organizations to securely connect, engage and collaborate with large, extended networks of customers, business partners, suppliers and other third parties. The key benefits of our solution for our customers include:

• Secure access to critical information. Our platform provides simple, secure access to mission-critical information and applications at the moment of engagement through a common, branded interface; enabling secure, reliable communication and collaboration with key external audiences including customers, business partners and suppliers. Our cloud identity services layer enables organizations to simply and securely manage user identities across virtually any combination of customers, business partners, suppliers, external systems, cloud services and end-user groups. Our technology provides organizations with a centralized identity and access management platform for managing access to organizational information and applications for external constituents through a single, secure identity.

• Comprehensive data integration. Our platform integrates with our customers’ existing enterprise systems, as well as with the systems and business processes of their customers, business partners, suppliers and other third parties, to provide a unified source of critical information.

• Speed and agility. Our platform enables the rapid creation and deployment of new mission-critical business processes that can be configured to meet customer and industry-specific business requirements in order to support the development of timely new business models.

• Mission-critical scalability and reliability. Our platform provides a high degree of scalability to support large transaction volumes, while maintaining the highest levels of performance and uptime required to support mission-critical processes.

• Compliance. Our platform assists our customers with meeting their regulatory compliance obligations governing access to, and sharing of, private and confidential information.

Our Growth Strategies

We intend to extend our position as a leading integrated cloud engagement platform for creating and enabling external mission-critical business processes. Our key growth strategies include:

• Continued innovation and enhancement of our platform. We believe our platform provides us with significant competitive advantages by addressing the unique security, identity and access management, data exchange and compliance needs of large scale external engagement models. We intend to continue investing in research and development to expand our mobility and analytics capabilities and our AppCloud^® solution developer community and to develop additional industry vertical solutions that will create new entry points with customers.

• Expand within our current customer base. We intend to expand the adoption of our platform within our current customer base by selling additional business solutions and expanding usage of already-deployed solutions.

• Acquire new customers. We intend to expand our customer base by leveraging our established position in our existing markets, hiring additional sales and marketing personnel and developing and expanding strategic relationships with channel partners.

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• Penetrate new vertical markets. We intend to leverage our core external engagement platform technology along with our experience and proven customer success within our principal automotive, healthcare and energy markets to enter into new vertical markets, such as financial services and the public sector, that have similar characteristics and business challenges.

• Expand channels and strategic alliances. We intend to invest in developing and expanding strategic alliances with resellers, managed services providers, telecommunication service providers, systems integrators and independent software vendors in order to complement our direct selling efforts and extend our market reach into new vertical and geographic markets.

Risks Affecting Us

Our business is subject to numerous risks, which are highlighted in the section entitled “Risk Factors” immediately following this prospectus summary. Some of these risks include:

• We have a history of losses, we expect to continue to incur losses and we may not achieve or sustain profitability in the future.

• We derive a significant percentage of our total revenue from the automotive and healthcare industries, and any downturn in these industries could harm our business.

• We derive a significant percentage of our total revenue from our ten largest customers.

• We derived approximately 33% and 35% of our total revenue in the years ended March 31, 2013 and 2012, respectively, from our largest customer, General Motors Company.

• We cannot accurately predict subscription renewal rates and the impact these rates may have on our future revenue and operating results.

• We may not be able to retain and increase sales to our existing customers or to new customers, which could negatively impact our future revenue and financial results.

• Competition from current competitors and new market entrants, as well as from internally developed technologies, could adversely affect our ability to sell our solutions and related services.

• If our security measures are breached or unauthorized access to data is otherwise obtained, our solutions may be perceived as not being secure, customers may reduce the use of or stop using our solutions and we may incur significant liabilities.

• If we fail to remediate deficiencies in our internal controls or are unable to implement and maintain effective internal controls in the future, our ability to produce accurate and timely financial statements could be impaired.

• As long as Compuware controls us, your ability to influence matters requiring shareholder approval will be limited.

Corporate Information

We are a wholly-owned subsidiary of Compuware, and following this offering Compuware will continue to be our controlling shareholder.

Effective January 1, 2013, Compuware contributed to us substantially all of the assets and liabilities related to our business. Prior to the contribution, we had been operating as a division within Compuware and this prospectus has been prepared as if the contribution had occurred at the commencement of our business. In connection with the contribution, we entered into a master separation agreement with Compuware, which we

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refer to in this prospectus as the “master separation agreement”. At that time, we also entered into various other agreements to effect the separation and provide a framework for our relationship with Compuware after the separation, including an employee benefits agreement, a Compuware services agreement, an intellectual property agreement, a shared services agreement and a tax sharing agreement. In connection with this offering, we will also enter into a registration rights agreement with Compuware. These agreements, together with the contribution agreement, provide for the allocation between us and Compuware of assets, employees, liabilities and obligations (including property, employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after our separation from Compuware and govern certain relationships between us and Compuware after the separation. Additionally, the master separation agreement permits Compuware, in its discretion, to distribute its shares of our common stock to its shareholders in a transaction intended to qualify as a tax-free transaction under Section 355 of the Internal Revenue Code, or Code. In the event of such a distribution, which we refer to in this prospectus as the “Tax-Free Distribution”, these agreements will be terminated, renegotiated or will remain in effect pursuant to applicable provisions providing for continuation after such distribution. For additional information regarding the master separation agreement and our other agreements with Compuware, see “Certain Relationships and Related Party Transactions.”

Compuware announced on January 25, 2013 that it plans to distribute its shares of our common stock within one year following this offering. If Compuware pursues the announced Tax-Free Distribution, Compuware intends to submit, subject to applicable ruling guidelines of the Internal Revenue Service, or IRS, a request for a private letter ruling from the IRS, substantially to the effect that, among other things, the Tax-Free Distribution will qualify as a tax-free transaction for U.S. federal income tax purposes under Section 355 of the Code. The IRS recently changed its private letter ruling policy and presently is studying, and will not issue rulings with respect to, certain distribution transactions. We do not believe this change in private letter ruling policy applies to Compuware’s ability to obtain a private letter ruling regarding the qualification of the Tax-Free Distribution as a tax-free transaction. If the Tax-Free Distribution fails to qualify as a tax-free transaction, in general, Compuware would be subject to tax as if it had sold our common stock in a taxable sale for its fair market value, and Compuware shareholders who receive shares of our common stock in the distribution would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares. We generally would be responsible for, among other things, certain taxes imposed under the consolidated return regulations and any taxes (including taxes that could be imposed on Compuware under Section 355(e) of the Code) resulting from the failure of the Tax-Free Distribution to qualify as a tax-free transaction to the extent such taxes are attributable to, or result from, certain actions or failures to act by us or certain transactions involving us following the Tax-Free Distribution. We also generally would be responsible for 50% of such taxes to the extent such taxes are not attributable to, or do not result from, certain actions or failures to act by either us or Compuware. Compuware has no obligation to pursue or consummate any dispositions of its ownership interest in us, including through the announced Tax-Free Distribution, by any specified date or at all. If pursued, the Tax-Free Distribution would be subject to various conditions, including consent from the lenders under Compuware’s revolving credit agreement, receipt of any necessary regulatory or other approvals and the existence of satisfactory market conditions. The conditions to the Tax-Free Distribution may not be satisfied, Compuware may decide not to consummate the Tax-Free Distribution even if the conditions are satisfied or Compuware may decide to waive one or more of these conditions and consummate the Tax-Free Distribution even if all of the conditions are not satisfied. See “Risk Factors—The Tax-Free Distribution may not occur.”

Our principal executive offices are located at One Campus Martius, Detroit, Michigan 48226, and our telephone number is (313) 227-7000. Our website address is www.covisint.com. The information on, or that can be accessed through, our website is not incorporated by reference into this prospectus and should not be considered to be a part of this prospectus.

Unless otherwise indicated, the terms “Covisint,” “we,” “us” and “our” refer to Covisint Corporation, a Michigan corporation, together with its consolidated subsidiaries.

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“Covisint” is our registered trademark in the United States, and the Covisint logo and all of our solution names are our trademarks. This prospectus contains additional trade names, trademarks and service marks of ours and of other companies. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with these other companies, or endorsement or sponsorship of us by these other companies. Other trademarks appearing in this prospectus are the property of their respective holders.

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THE OFFERING

The following is a brief summary of certain terms of this offering. For a more complete description of the terms of our common stock, see “Description of Capital Stock—Common Stock.”

Common stock offered by us              shares

Common stock to be outstanding after this offering              shares(1)

Use of proceeds We estimate that our net proceeds from this offering will be approximately $         million ($         million if the underwriters exercise in full their over-allotment option), based on the assumed initial public offering price of $         per share (the midpoint of the range set forth on the cover page of this prospectus). We intend to use the net proceeds for working capital and other general corporate purposes, including to finance our growth, develop new solutions, repay short-term intercompany payables owed to Compuware, hire additional personnel and fund capital expenditures and potential acquisitions. See “Use of Proceeds.”

Risk Factors See “Risk Factors” and other information included in this prospectus for a discussion of some of the factors you should consider before deciding to purchase shares of our common stock.

Proposed NASDAQ trading symbol COVS

Except as otherwise indicated, the information in this prospectus gives effect to our amended and restated articles of incorporation and the 30-for-1 stock split of our common stock, each of which became effective on May 23, 2013.

(1) The number of shares of our common stock expected to be outstanding after this offering is based upon the 30,003,000 shares of our common stock outstanding as of             , and does not include:

• exercise of the underwriters’ over-allotment option;

•              shares of our common stock issuable upon the exercise of stock options under our 2009 Long Term Incentive Plan outstanding as of             , with a weighted-average exercise price of $         per share; and

•              shares of our common stock reserved for future issuance under our 2009 Long Term Incentive Plan, as more fully described in “Executive Compensation.”

After giving effect to this offering, 30,003,000 shares (approximately     %) of our common stock will be owned by Compuware.

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SUMMARY COMBINED AND CONSOLIDATED FINANCIAL DATA

The following combined and consolidated financial data should be read together with our combined and consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus. We have derived the following combined and consolidated statements of comprehensive income data for fiscal 2013, 2012, 2011 and 2010 from our audited combined and consolidated financial statements. Our historical results are not necessarily indicative of the results that should be expected in the future.

	Years Ended March 31,
	2013			2012			2011			2010
	(In thousands, except per share data)
Combined and Consolidated Statements of Comprehensive Income Data:
Revenue	$	90,732		$	74,675		$	54,154		$	40,452
Cost of revenue(1)		47,575			41,477			27,501			19,190
Gross profit		43,157			33,198			26,653			21,262
Operating expenses:
Research and development(1)		3,799			1,341			1,687			4,226
Sales and marketing(1)		26,593			22,544			16,571			12,863
Administrative and general(1)		18,315			12,583			10,288			8,283
Total operating expenses		48,707			36,468			28,546			25,372
Income (loss) from operations		(5,550	)		(3,270	)		(1,893	)		(4,110	)
Other income		0			0			750			0
Income (loss) from operations before income tax provision		(5,550	)		(3,270	)		(1,143	)		(4,110	)
Income tax provision		98			57			132			285
Net income (loss)	$	(5,648	)	$	(3,327	)	$	(1,275	)	$	(4,395	)
Basic and diluted earnings per share(2)	$	(0.19	)	$	(0.11	)	$	(0.04	)	$	(0.15	)
Weighted-average shares outstanding, basic and diluted(2)		30,003			30,003			30,003			30,003

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(1) As of March 31, 2013, all vested stock compensation was in the form of Compuware stock awards. All outstanding Covisint stock options include a performance condition based on the occurrence of an initial public offering or change in control of the Company. Therefore, stock compensation expense incurred through March 31, 2013 has related only to Compuware stock awards provided to Covisint employees. Upon consummation of this offering or a change in control of Covisint, we will begin to recognize $24.7 million of compensation expense related to Covisint options. Approximately 84% of the expense relates to stock options that were modified; this expense will be recognized over the requisite service period beginning December 31, 2012 (the modification date) and ending on January 1 of the third calendar year following an initial public offering, with a cumulative catch-up in the period in which such offering occurs. Approximately 14% of the expense relates to stock options issued during March 2013; this expense will be recognized over the requisite service period beginning March 2013 and ending on the second anniversary of an initial public offering, presuming such offering occurs in calendar 2013, with a cumulative catch-up in the period in which such offering occurs. These expenses will be offset by a reduction in expense associated with cancellation of certain outstanding Compuware awards due to the occurrence of an initial public offering or change in control of the Company. We expect to incur net compensation expense of $         million associated with these options and awards in the quarter in which this offering occurs. For more information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Stock Compensation—Covisint Corporation Stock Compensation”. All future stock compensation is expected to be granted in the form of Covisint stock awards and recorded as a non-cash expense. The statements above include stock compensation as follows:

	Years Ended March 31,
	2013		2012		2011		2010
	(In thousands)
Stock compensation classified as:
Cost of revenue	$	6	$	5	$	111	$	149
Research and development		1		1		3		0
Sales and marketing		360		9		9		6
Administrative and general		1,262		1,077		1,450		424
Total stock compensation expense	$	1,629	$	1,092	$	1,573	$	579

(2) Please see Note 5 to our audited combined and consolidated financial statements for an explanation of the method used to calculate the historical net income (loss) per share attributable to common shareholders and the number of shares used in computation of the per share amounts.

The following table sets forth our summary balance sheet data as of March 31, 2013:

• on an actual basis;

• on an as adjusted basis to reflect the issuance and sale of              shares of common stock in this offering by us, and the receipt of the net proceeds from our sale of these shares at an assumed initial public offering price of $         per share, which represents the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and offering expenses payable by us.

	As of March 31, 2013
	(In thousands)
	Actual		As Adjusted
Combined and Consolidated Balance Sheets:
Cash and cash equivalents	$	966	$
Working capital		1,992
Total assets		98,058
Due to parent and affiliates		7,556
Long term debt		0
Total shareholder’s equity	$	42,894	$

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A $1.00 increase or decrease in the assumed initial public offering price of $         per share would increase or decrease each of cash and cash equivalents, working capital, total assets and total shareholders’ equity by approximately $         million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and offering expenses payable by us. Similarly, each increase or decrease of one million shares in the number of shares offered by us would increase or decrease cash and cash equivalents, working capital, total assets and total shareholders’ equity (deficit) by approximately $         million, assuming the initial public offering price remains the same and after deducting the estimated underwriting discounts and commissions and offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

	Years Ended March 31,
	2013			2012			2011
	(in thousands)
Other Financial Data:
Adjusted EBITDA(1)	$	(10,883	)	$	(5,425	)	$	1,054
Adjusted gross profit(2)		48,113			36,213			29,186
Adjusted gross margin(2)		53	%		48	%		54	%

(1) Adjusted EBITDA is a non-GAAP measure and represents net income (loss) adjusted for income tax provision, depreciation, amortization of intangible assets, stock compensation expense and other income. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics” for a discussion of Adjusted EBITDA and the reconciliation to U.S. GAAP.

(2) Adjusted gross profit and adjusted gross margin are non-GAAP measures. Adjusted gross profit represents gross profit, adjusted for amortization of capitalized software associated with our research and development expense classified within cost of revenue and stock compensation. Adjusted gross margin is adjusted gross profit as a percentage of revenue. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics” for a discussion of adjusted gross margin and adjusted gross profit and the reconciliation to U.S. GAAP.

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RISK FACTORS

Investing in shares of our common stock involves risk. You should carefully consider the specific factors listed below, together with the cautionary statements under the caption “Special Note Regarding Forward-Looking Statements” and the other information included in this prospectus before purchasing shares of our common stock. The risks described below are not the only ones that we face. Additional risks that are not yet known to us or that we currently think are immaterial could also impair our business, operating results or financial condition. If any of the following risks actually occur, our business, financial condition or results of operations could be adversely affected. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Relating to Our Business and Our Industry

We have a history of losses, we expect to continue to incur losses and we may not achieve or sustain profitability in the future.

We have incurred significant losses in each fiscal year since becoming an operating division within Compuware in 2004. We experienced a combined net loss of $5.6 million, $3.3 million and $1.3 million for the years ended March 31, 2013, 2012 and 2011, respectively. These losses were mainly due to the substantial investments we made, and continue to make, to build our solutions and services, grow and maintain our business and acquire customers. Key elements of our growth strategy include acquiring new customers and continuing to innovate and enhance our platform. In addition, as a public company we will incur significant legal, accounting and other expenses that we did not incur as a division of a public company. Furthermore, to the extent that we are successful in increasing our customer base, we will incur increased expenses, as costs associated with generating and supporting customer agreements are generally incurred up front, while revenue is generally recognized ratably over the term of the agreement. You should not rely upon our recent revenue growth as indicative of our future performance. We cannot assure you that we will reach profitability in the future or at any specific time in the future or that, if and when we do become profitable, we will sustain profitability. If we are ultimately unable to generate sufficient revenue to meet our financial targets, become profitable and have sustainable positive cash flows, investors could lose their investment.

We derive a significant percentage of our total revenue from the automotive and healthcare industries, and any downturn in these industries could harm our business.

Approximately 56% and 57% of our revenue for the years ended March 31, 2013 and 2012, respectively, was generated from customers in the automotive industry. While economic conditions for the automotive sector have improved, many of our customers in the domestic automotive industry have been engaged in restructurings and other efforts to cut costs. Any new negative developments in this industry, including additional bankruptcies, could reduce the demand for our solutions and increase the collection risk of accounts receivable from these customers.

Approximately 31% and 32% of our revenue for the years ended March 31, 2013 and 2012, respectively, was generated from customers in the healthcare industry. Our customers in this industry may be subject to adverse changes in government regulation, the availability of government funding and reimbursement policies and practices. Any such adverse change could reduce the demand for our solutions.

A substantial downturn in either of these industries may cause our customers to reduce their spending on information technology. Customers in these industries may delay or cancel information technology projects, seek to lower their costs by renegotiating vendor contracts, or decrease their usage of our solutions. In addition, the increased pace of consolidation in these industries may result in reduced overall spending on our solutions. Any of these factors could have a material adverse effect on our results of operations.

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We derive a significant percentage of our total revenue from our largest customer, General Motors Company, as well as our ten largest customers.

Approximately 33% and 35% of our revenue for the years ended March 31, 2013 and 2012, respectively, was generated from our largest customer, General Motors Company, or General Motors. We expect revenues generated by sales to General Motors to decrease as a percentage of total revenues as we continue to expand our customer base and implement our growth strategies. General Motors has the ability to terminate the contracts we have with them prior to their expiration on short notice. It was reported in July 2012 that General Motors intends to significantly reduce its use of outsourced information technology services over the next three to five years. Losing all or a significant portion of our business with General Motors could have a material impact on our business, liquidity and results of operations.

In addition, our top ten customers accounted for 65%, 63% and 60% of total revenue for the years ended March 31, 2013, 2012 and 2011, respectively. Many of these customers may terminate their agreements upon advance written notice to us. The loss of any of these customers would decrease our revenue and adversely affect our operating results.

Our quarterly operating results have fluctuated in the past and may fluctuate in the future, which could cause declines or volatility in the price of our common stock.

Our quarterly operating results have fluctuated in the past and may fluctuate in the future as a result of a variety of factors. For example, in fiscal 2013, our services revenue grew by $8.2 million, or 32%, compared to fiscal 2012 primarily as a result of having obtained evidence of stand-alone value for many of these services, which allowed us to recognize an increased portion of our services revenue using the proportional performance method during fiscal 2013. Other factors affecting our results may be outside our control. If our quarterly operating results or guidance fall below the expectations of research analysts or investors, the price of our common stock could decline substantially. The following factors, among others, could cause fluctuations in our quarterly operating results:

• our ability to attract new customers and retain existing customers;

• our ability to accurately forecast revenue and appropriately plan our expenses;

• our ability to expand into new markets, introduce new solutions and integrate them with third-party software and devices;

• the actions of our competitors, including consolidation within the industry, pricing changes or the introduction of new services;

• our ability to effectively manage our growth;

• our ability to successfully manage any future acquisitions of businesses, solutions or technologies;

• the timing and cost of developing or acquiring technologies, solutions or businesses;

• the timing of revenue recognition for our services;

• the timing of revenue recognition for new subscriptions;

• the timing, operating costs and capital expenditures related to the operation, maintenance and expansion of our business;

• the annual increase in fourth quarter revenue relating to fees from our Physician Quality Reporting System offering;

• service outages or security breaches and any related occurrences which could impact our reputation;

• the impact of worldwide economic, industry and market conditions, including disruptions in financial markets and the deterioration of the underlying economic conditions in some countries and those conditions specific to Internet usage and online businesses;

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• variable usage by customers with volume-based subscription contracts;

• trade protection measures (such as tariffs and duties) and import or export licensing requirements;

• fluctuations in currency exchange rates;

• costs associated with defending intellectual property infringement and other claims; and

• changes in government regulation affecting our business.

We believe that our quarterly revenue and operating results may vary significantly in the future and that period-to-period comparisons of our operating results may not be meaningful. You should not rely on the results of one quarter as an indication of future performance.

We cannot accurately predict subscription renewal rates and the impact these rates may have on our future revenue and operating results.

Our customers have no obligation to renew their subscriptions for our solution after the expiration of their initial subscription period, which is typically 36 months, and some customers have elected not to renew. In addition, our customers may renew at a lower contract value or renew for shorter contract lengths. Our renewal rates may decline or fluctuate as a result of a number of factors, including customer dissatisfaction with our service, customers’ ability to continue their operations and spending levels, decreases in usage by our customers, competitive offerings and deteriorating general economic conditions. If our customers do not renew their subscriptions for our solutions or reduce the value of their subscription at the time of renewal, our revenue may grow more slowly than expected or decline, and our results of operations will be adversely affected.

We may not be able to increase sales to our existing customers or to new customers, which could negatively impact our future revenue and financial results.

A part of our growth strategy is to sell additional solutions to existing customers and to encourage these customers to extend the deployment of previously acquired solutions. If our customers are unsatisfied with, or unsuccessful at increasing the adoption of, the existing solutions they have purchased from us, or if we are unsuccessful at marketing and selling additional solutions to them, our revenue from these customers may not increase. Our growth strategy also includes selling our solutions to new customers. If we do not increase our sales to existing customers or to new customers, our revenue may grow more slowly than expected or decline, and our results of operations will be adversely affected.

Because we recognize revenue from subscriptions over the term of the subscription, downturns or upturns in sales may not be immediately reflected in our operating results.

We generally recognize subscription revenue from customers ratably over the terms of their subscription agreements, which are typically 36 months, although terms can range from one to 60 months or longer. As a result, most of the subscription revenue we report in each quarter is related to subscription agreements entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any one quarter will not be fully reflected in our subscription revenue results for that quarter and will negatively affect our subscription revenue growth rate or subscription revenue in future quarters. Our subscription model also makes it difficult for us to rapidly increase our subscription revenue through additional sales in any period, as subscription revenue from new customers is subject to multi-month implementation and thereafter must be recognized over the applicable subscription term. In addition, we may be unable to adjust our cost structure to reflect unanticipated changes in revenue.

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We have had a material weakness in the past. If we fail to establish and maintain effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired, which could adversely affect investor views of us and the value of our common stock.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. A material weakness is a deficiency, or a combination of deficiencies, that creates a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. In connection with the audits of our financial statements for the years ended March 31, 2010, 2011, 2012, and the quarter ended June 30, 2012, we concluded there was a material weakness in the design and operating effectiveness of our internal control over financial reporting.

The material weakness resulted from a lack of sufficient focus and control consciousness by our management on the design and documentation of control activities over the financial accounting and reporting processes necessary to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements as a stand-alone entity.

We have implemented changes in our internal control over financial reporting which we believe have allowed us to remediate the material weakness to a significant deficiency as of March 31, 2013. A significant deficiency is a deficiency, or a combination of deficiencies, that creates a reasonable possibility that a misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. We continue taking steps that we believe address the significant deficiency, including the development and implementation of governance and financial policies, improved processes, documented procedures a formal, documented financial risk assessment and hiring additional personnel. At this time, we cannot assure you that the measures we have taken will be effective in mitigating or preventing significant deficiencies or material weaknesses in our internal control over financial reporting in the future. If we fail to effectively remediate deficiencies in our control environment or are unable to implement and maintain effective internal control over financial reporting to meet the demands that will be placed upon us as a public company, including the requirements of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, we may be unable to accurately report our financial results, or to report them within the timeframes required by law or exchange regulations.

We have not performed an evaluation of our internal control over financial reporting, such as required by Section 404 of the Sarbanes-Oxley Act, nor have we engaged our independent registered public accounting firm to perform an audit of our internal control over financial reporting as of any balance sheet date or for any period reported in our financial statements. Had we performed such an evaluation or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, control deficiencies, including material weaknesses and significant deficiencies, in addition to the control deficiency discussed above, may have been identified. The SEC rules implementing Section 404 of the Sarbanes-Oxley Act do not require our management to provide an annual management report on the effectiveness of our internal control over financial reporting until the second annual report after we become a public company. As discussed above, we have in the past identified a material weakness in our internal control over financial reporting, and, although we believe we have remediated the material weakness to a significant deficiency, we cannot assure you that there will not be other material weaknesses or significant deficiencies in our internal controls in the future.

In addition, we are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, and as such we may elect to avail ourselves of the exemption from the requirement that our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act until we cease to be an “emerging growth company.” At such time, which could begin as late as our annual report on Form 10-K for the year ending March 31, 2019, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at

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which our controls are documented, designed or operating. If we are unable to comply with Section 404 or otherwise are unable to produce timely and accurate financial statements, our stock price may be adversely affected and we may be unable to maintain compliance with exchange listing requirements. Any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

Economic uncertainties or slowdowns may reduce demand for our solutions, which may have a material adverse effect on our revenue and operating results.

Our revenue and profitability depend on the overall demand for our cloud-based services. We are unable to predict the likely duration and severity of the current adverse economic conditions in the U.S. and other countries, particularly in Europe, but the longer the duration, the greater risks we face in operating our business. Economic uncertainties over the last few years have caused companies to reassess their spending for technology projects. We cannot assure you that current economic conditions, worsening economic conditions or prolonged poor economic conditions will not have a significant adverse impact on the demand for our solutions, and consequently, on our results of operations.

Our sales cycle can be long and unpredictable, particularly with respect to large enterprises. As a result, our sales are difficult to predict and may vary from quarter to quarter, which may cause our operating results to fluctuate significantly.

The timing of our sales is difficult to predict. Our sales efforts involve educating our customers about the use, technical capabilities and benefits of our platform. Customers, especially large enterprises, often undertake a prolonged evaluation process, which frequently involves not only our solutions, but also those of our competitors. As a result of these factors, new sales opportunities may require us to devote significant sales support to individual customers and, thus, to incur substantial costs. In addition, decisions to purchase our solution are frequently subject to budget constraints, multiple approvals and unplanned administrative, processing and other delays. If sales expected from a specific customer for a particular quarter are not realized in that quarter or at all, our results could fall short of public expectations and our business, operating results and financial condition could be materially adversely affected.

Our solutions are complex and may include multiple dependencies that may cause our customers difficulty in implementing our solutions successfully or prolong the implementation process, which could negatively impact our future revenue and financial results.

Due to the scope and complexity of the solutions that we provide, our implementation cycle can be lengthy and unpredictable. Implementation of our solutions for new customers requires customization and integration with the customer’s existing computer systems and software programs, and those of their partners. This process can be complex, time-consuming and expensive for our customers and can result in delays in implementation and deployment of our solutions. As a result, some of our customers have had, and may in the future have, difficulty implementing our solutions successfully or otherwise achieving the expected benefits of our solutions. Additionally, while a customer may decide to purchase our solutions and services, the customer or its partners may require us to delay the implementation of our solutions due to their scheduling, resource or budgetary constraints.

Delayed or ineffective implementation of our solutions may limit our future sales opportunities, reduce revenue and net income, cause customer dissatisfaction, harm our reputation or cause non-payment issues due to any of the following events:

• The withholding of cash payments or cancellation of contracts if we fail to meet our implementation commitments, the customers have financial difficulties or change strategy, or the functionality delivered is not acceptable to the customers or their partners. We are particularly susceptible to this with respect to arrangements where payments are scheduled to occur later in the engagement;

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• The cancellation or scaling back of one or more of our larger implementation projects which could have a material adverse impact on our reputation and future revenue; or

• An inability to recognize subscription and support revenue due to delays in the launch date of the customer’s access to our production environment.

Competition from current competitors and new market entrants, as well as from internally developed technologies, could adversely affect our ability to sell our solutions and related services.

We sell our platform in an extremely competitive environment characterized by rapid technological change, shifting customer needs and frequent introductions of new products and services. We believe that the key competitive factors in our market include: security, scalability, speed of implementation, ability to enable users to maintain regulatory compliance, features and functionality, ability to meet customer service level requirements and price. If we are less successful at addressing one or more of these factors than our competitors, we may lose market share which could have a material adverse effect on our business, financial condition and operating results.

We compete with a wide range of established companies in a variety of different markets. In certain markets we compete with system integrators, such as International Business Machines, or IBM, Hewlett-Packard and Dell, cloud-based platform vendors, such as Salesforce.com and Microsoft Azure, and business-to-business integration and data exchange vendors, such as GXS and Sterling Commerce, a division of IBM, all of whom have substantially greater name recognition and resources than we do. Our competition often subscribe to or license other cloud-based platforms and third-party solutions to solve their customers’ specific business problems. Certain cloud-based platform vendors also offer development resources and consulting services that allow them to customize their platform to the customer’s requirements. We face other specialized competitors in our current vertical markets and may face new competitors as we expand into new vertical markets. These competitors may be more efficient and successful in penetrating the market for cloud-based services then we are. We also encounter competition from technologies developed by the in-house information technology departments of our customers and potential customers. If we fail to compete successfully, our operating results and financial condition will be materially adversely affected.

If we fail to penetrate new vertical markets, our business will suffer.

To date, we have concentrated our development efforts primarily in the automotive, healthcare and energy markets. While we anticipate that the substantial majority of our revenue will continue to be derived from these markets for the foreseeable future, we intend to penetrate additional vertical markets. Our success in our existing vertical markets depends on our deep understanding of these industries. In order to penetrate new vertical markets, we will need to develop a similar understanding of those new industries and the associated business challenges faced by participants in them. Developing this level of understanding may require substantial investments of time and resources and we may not be successful. If we fail to penetrate these new vertical markets, our revenue may grow at a slower rate than we anticipate and our financial condition could suffer.

If we do not effectively expand and train our sales force, we may be unable to add new customers or increase sales to our existing customers and our business will be harmed.

We continue to be substantially dependent on our sales force to obtain new customers and to sell additional solutions to our existing customers. We believe that there is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training and retaining sufficient numbers of sales personnel to support our growth. New hires require significant training and, in most cases, take significant time before they achieve full productivity. Our recent hires and planned hires may not become as productive as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to

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do business. If we are unable to hire and train sufficient numbers of effective sales personnel, or the sales personnel are not successful in acquiring new customers or increasing sales to our existing customer base, our business will be harmed.

If we fail to manage our sales and distribution channels effectively or if our partners choose not to market and sell our solutions to their customers, our operating results could be adversely affected.

We derived approximately 3% and 1% of our revenue for the years ended March 31, 2013 and 2012, respectively, from sales of our solutions through channel partners, and we anticipate that channel partners will be responsible for an increasing portion of our sales in the future, in particular for any new vertical markets we may pursue. In order to scale our channel program to support growth in our business, it is important that we help our partners enhance their ability to independently sell and deploy our solutions. We may be unable to successfully expand and improve the effectiveness of our channel sales program.

Agreements with channel partners are generally non-exclusive and channel partners may enter into strategic relationships with our competitors or may be competitors themselves. Further, we expect that many channel partners will have multiple strategic relationships and may not regard us as significant for their businesses. Channel partners may terminate their respective relationships with us with limited or no notice and with limited or no penalty, pursue other partnerships or relationships, or attempt to develop or acquire technologies or services that compete with our solutions. Channel partners may also impair our ability to enter into other desirable strategic relationships.

If channel partners do not effectively market and sell our solutions, if they choose to place greater emphasis on technologies of their own or those offered by our competitors, or if they fail to meet the needs of our customers, our ability to grow our business and sell our solutions may be adversely affected. Similarly, the loss of a substantial number of channel partners, and our possible inability to replace them, the failure to recruit additional channel partners, any reduction or delay in their sales of our solutions, or any conflicts between channel sales and our direct sales and marketing activities could materially and adversely affect our results of operations.

We provide service level commitments to our customers, and our failure to meet the stated service levels could significantly harm our financial results and our reputation.

Our customer agreements provide that we maintain certain service level commitments to our customers relating primarily to functionality, network uptime and critical infrastructure availability. For example, our service level agreements generally require that our solutions are available up to 99.5% of the time. If we are unable to meet the stated service level commitments, we may be contractually obligated to provide customers with credits. Additionally, if we fail to meet our service level commitments a specified number of times within a given time frame or for a specified duration, our customers may terminate their agreement with us. As a result, a failure to deliver services for a relatively short duration could cause us to issue credits to a large number of affected customers or result in the loss of customers. In addition, we cannot assure you that our customers will accept these credits or termination rights in lieu of other legal remedies that may be available to them. Our failure to meet our commitments could also result in substantial customer dissatisfaction or loss. If we fail to meet our service level commitments to our customers, the resulting issuance of credits, loss of customers or other potential liabilities could significantly and adversely impact our financial results.

If our security measures are breached or unauthorized access to data is otherwise obtained, our solutions may be perceived as not being secure, customers may reduce the use of, or stop using, our solutions and we may incur significant liabilities.

Our operations enable the exchange of, and access to, sensitive information, and security breaches could result in the loss of this information, litigation, indemnity obligations and other liability. While we have security measures in place, if our security measures are breached as a result of third-party action, employee error or

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otherwise, our reputation could be significantly damaged, our business may suffer and we could incur substantial liability. Because techniques used to obtain unauthorized access to or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any or all of these issues could negatively impact our ability to attract new customers and increase engagement by existing customers, cause existing customers to elect not to renew their subscriptions or subject us to third-party lawsuits, regulatory fines or other action or liability, thereby harming our operating results.

Because our platform is often used to collect and store personal information, privacy concerns could result in additional cost and liability to us or inhibit sales of our solutions.

Many federal, state and foreign government bodies and agencies have adopted or are considering adopting laws and regulations regarding the collection, use and disclosure of personal information. In the U.S., these include rules and regulations promulgated under the authority of the Federal Trade Commission, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HITECH), state breach notification laws and other state privacy and data security laws. Outside of the U.S., these privacy and data security requirements include rules and regulations promulgated under the European Union data protection directive. Virtually every jurisdiction in which we operate has established its own data security and privacy legal framework with which we or our customers must comply.

In addition to government regulation, privacy advocacy and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us. Because the interpretation and application of privacy and data protection laws are still uncertain, it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our solutions. If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to fundamentally change our business activities and practices or modify our solutions, which could have an adverse effect on our business. Any inability to adequately address privacy concerns, even if unfounded, or comply with applicable privacy or data protection laws, regulations and policies, could result in additional cost and liability to us, damage our reputation, inhibit sales and harm our business.

Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations and policies that are applicable to the businesses of our customers may limit the use and adoption of, and reduce the overall demand for, our solutions. Privacy concerns, whether valid or not valid, may inhibit market adoption of our solutions particularly in certain industries and foreign countries.

Our solutions are hosted at multiple data centers around the world. Any disruption of service at our facilities or our third-party hosting providers could interrupt or delay our customers’ access to our solutions, which could harm our operating results.

The ability of our customers to access our solutions is critical to our business. We currently serve customers from data centers located in Chicago, Tokyo, Frankfurt and Shanghai and maintain a backup data recovery center in our Detroit headquarters. We cannot assure you that the measures we have taken to eliminate single points of failure in the primary data center located in Chicago and our data recovery center located in Detroit will be effective to prevent or minimize interruptions to our operations. Our facilities are vulnerable to interruption or damage from a number of sources, many of which are beyond our control, including, without limitation:

• extended power loss;

• telecommunications failures from multiple telecommunication providers;

• natural disaster or an act of terrorism;

• software and hardware errors, or failures in our own systems or in other systems;

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• network environment disruptions such as computer viruses, hacking and similar problems in our own systems and in other systems;

• theft and vandalism of equipment; and

• actions or events caused by or related to third parties.

We attempt to mitigate these risks through various business continuity efforts, including redundant infrastructure, 24x7x365 system activity monitoring, backup and recovery procedures, use of a secure off-site storage facility for backup media, separate test systems and change management and system security measures, but our precautions may not protect against all potential problems. Our data recovery center is equipped with physical space, power, storage and networking infrastructure and Internet connectivity to support the solutions we provide in the event of the interruption of services at our primary data center. Even with this data recovery center, however, our operations would be interrupted during the transition process should our primary data center experience a failure.

Disruptions at our data centers could cause disruptions in our services and data loss or corruption. This could damage our reputation, cause us to issue credits to customers, subject us to potential liability or costs related to defending against claims or cause customers to terminate or elect not to renew their agreements, any of which could negatively impact our revenue.

Savvis Inc., or Savvis, currently hosts the majority of our solutions. We cannot guarantee that we will be able to continue to receive reasonable pricing and terms from Savvis or our other hosting providers in the future. Failure to negotiate reasonable terms could result in increased costs, which would negatively impact our financial condition. If Savvis stops providing services or we fail to negotiate terms on an acceptable basis, we could be required to move our solutions to other third-party hosting providers, which would be a distraction to our business, could increase costs and could cause a disruption in our services.

We could be sued for contract claims, and such lawsuits, if successful, may have an adverse effect on our financial results.

General errors, defects, inaccuracies or other performance problems in our solutions or inaccuracies in or loss of the data we provide to our customers could result in financial or other damages to our customers, which damages could prompt them to sue us. We cannot assure you that the limitations of liability set forth in our contracts would be enforceable or would otherwise protect us from liability for damages. We maintain general liability insurance coverage, including coverage for errors and omissions, in amounts and under terms that we believe are appropriate. We cannot assure you that this coverage will continue to be available on terms acceptable to us, or at all, or in sufficient amounts to cover one or more large contract claims, or that the insurer will not deny coverage for any future claim. The successful assertion of one or more large contract claims against us that exceeds available insurance coverage, could have a material adverse effect on our business, prospects, financial condition and results of operations.

If we are unable to manage our expected growth, our performance may suffer.

Our business has grown rapidly, and if we are successful in executing our business strategy, this growth will continue as we expand our offerings and seek to penetrate new vertical markets. We will need to continue to expand our managerial, operational, financial and other systems and resources to manage our operations, continue our research and development activities and increase our sales force. It is possible that our existing management, finance and development personnel, systems and facilities may not be adequate to support this future growth. Our need to effectively manage our operations, growth and solutions requires that we continue to develop more robust business processes and improve our systems and procedures in each of these areas and to attract and retain sufficient numbers of talented employees. We may be unable to successfully implement these tasks on a larger scale and, accordingly, may not achieve our research, development and growth goals.

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Changes in laws and/or regulations related to the Internet or changes in the Internet infrastructure itself may cause our business to suffer.

The future success of our business depends upon the continued use of the Internet as a primary medium for commerce, communication and business applications. Government agencies or private organizations may begin to impose taxes, fees or other charges for accessing the Internet or commerce conducted via the Internet. Increased enforcement of existing laws and regulations, as well as any laws, regulations, or changes that may be adopted or implemented in the future, could limit the growth of the use of public cloud applications or communications generally, result in a decline in the use of the Internet and the viability of Internet-based applications such as our cloud-based solutions and reduce the demand for our platform.

Changes in federal law or regulation could adversely impact our Physician Quality Reporting System offering.

Revenue from our Physician Quality Reporting System, or PQRS, offering represented approximately 1% and 2% of our total revenue for the years ended March 31, 2013 and 2012, respectively, and 5% and 6% of our total revenue during the quarters ended March 31, 2013 and 2012, respectively. PQRS revenue is recognized as performed at the time of the annual submission to the government during our fourth quarter ending March 31. PQRS is a voluntary federal program that incentivizes certain quality care data reporting by healthcare professionals. As a federal program, a change in federal law or regulation could alter or eliminate PQRS, which, in turn, could adversely impact our revenue.

Our platform must integrate with a variety of operating systems, software applications and hardware that are developed by others. If we are unable to devote the necessary resources to ensure that our solutions interoperate with such software and hardware, we may fail to increase, or we may lose, market share and we may experience reduced demand for our offerings.

Our platform must integrate with a variety of network, hardware and software platforms, and we will need to continuously modify and enhance our platform to adapt to changes in Internet-related hardware, software, communication, browser and database technologies. Any failure of our solutions to operate effectively with future platforms and technologies could reduce the demand for our platform, result in customer dissatisfaction and harm our business. If we are unable to respond to these changes in a timely, cost-effective manner, our solutions may become less marketable and less competitive or obsolete and our operating results may be negatively impacted. In addition, an increasing number of individuals in organizations are utilizing devices other than personal computers, such as mobile phones and other handheld devices, to access the Internet and corporate resources and conduct business. If we cannot effectively make our platform available on these mobile devices, we may experience difficulty attracting and retaining customers.

We rely on third-party software that may be difficult to replace or which could cause errors or failures of our service that could lead to lost customers or harm to our reputation.

We rely on software licensed from third parties to offer our solutions. This software may not continue to be available to us on commercially reasonable terms. Any loss of the right to use any of this software could result in delays in the provisioning of our service until equivalent technology is either developed by us, or, if available, is identified, obtained and integrated, which could harm our business. Any errors or defects in third-party software could result in errors or a failure of our solutions, which could harm our business.

The loss of certain key employees and technical personnel or our inability to hire additional qualified personnel could have a material adverse effect on our business.

Our success depends in part upon the continued service of our key senior management and technical personnel. Such personnel are employed at-will and may leave Covisint at any time. Our success also depends on our continuing ability to attract and retain highly-qualified technical, managerial and sales personnel. The market for professional services and software solutions personnel has historically been, and we expect that it will continue to be, intensely competitive. We cannot assure you that we will continue to be successful in attracting or retaining such personnel. The loss of certain key employees or our inability to attract and retain other qualified employees could have a material adverse effect on our business.

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If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success, and our business may be harmed.

We believe that a critical component to our success has been our corporate culture. We have invested substantial time and resources in building our team. As we continue to grow, we may find it difficult to maintain these important aspects of our corporate culture. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives.

We could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights.

In recent years, there has been significant litigation in the U.S. and elsewhere involving patents and other intellectual property rights. Companies providing Internet-related products and services are increasingly bringing and becoming subject to suits alleging infringement, misappropriation or other violations of patents, copyrights, trademarks, trade secrets or other intellectual property rights. These risks have been amplified by an increase in the number of third parties whose sole or primary business is to assert such claims. We could incur substantial costs in prosecuting or defending any intellectual property litigation. Additionally, the defense or prosecution of claims could be time-consuming and could divert our management’s attention away from the execution of our business plan.

We cannot be certain that our solutions and services do not infringe the intellectual property rights of third parties. Claims of alleged infringement or misappropriation could be asserted against us by third parties in the future. We cannot be sure that we would prevail against any such asserted claim. In addition to possible claims with respect to our solutions, some of our solutions contain technology developed by and licensed from third parties, and we may likewise be susceptible to infringement or misappropriation claims with respect to these third-party technologies.

Moreover, any settlement or adverse judgment resulting from a claim could require us to pay substantial amounts or obtain a license to continue to use the technology that is the subject of the claim, or otherwise restrict or prohibit our use of the technology. We cannot assure you that we would be able to obtain a license from the third party asserting the claim on commercially reasonable terms, that we would be able to develop alternative technology on a timely basis, or that we would be able to obtain a license to use a suitable alternative technology to permit us to continue offering, and our customers to continue using, our affected solution or service. In addition, we may be required to indemnify our customers for third-party intellectual property infringement claims, which would increase the cost to us. An adverse determination could also prevent us from offering our products or services to others. Infringement claims asserted with or without merit against us may have an adverse effect on our business, financial condition and results of operations.

Our contracts with customers include contractual obligations to indemnify them against claims that our solutions infringe the intellectual property rights of third parties. The results of any intellectual property litigation to which we might become a party, or for which we are required to provide indemnification, may force us to do one or more of the following:

• participate in or pay the costs of the defense of such litigation;

• cease selling or using solutions or services that incorporate the challenged technology;

• make substantial payments for costs or damages;

• obtain a license, which may not be available on reasonable terms, to sell or use the relevant technology; or

• redesign those solutions or services to avoid infringement.

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If we are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement claims against us or any obligation to indemnify our customers for such claims, such payments or costs could have a material adverse effect upon our business and financial results. Even if we are not a party to any litigation between a customer and a third party, an adverse outcome in any such litigation could make it more difficult for us to defend our technology in any subsequent litigation in which we are a named party. Moreover, such infringement claims with or without merit may harm our relationships with our existing customers and may deter future customers from subscribing to our solutions and related services on acceptable terms, if at all.

We may not be able to adequately protect our intellectual property rights and efforts to protect them may be costly and may substantially harm our business.

Our ability to compete effectively is dependent in part upon our ability to protect our intellectual property rights. While we hold issued patents and a pending patent application covering certain elements of our technology, these patents, and, more generally, existing patent laws, may not provide adequate protection for portions of the technology that are important to our business. In addition, our pending patent application may not result in an issued patent. We have largely relied on copyright, trade secret and trademark laws, as well as generally relying on confidentiality procedures and agreements with our employees, consultants, customers and vendors, to control access to, and distribution of, technology, software, documentation and other confidential information. Despite these precautions, it may be possible for a third party to copy or otherwise obtain, use or distribute our technology without authorization. If this were to occur, we could lose revenue as a result of competition from products infringing or misappropriating our technology and intellectual property and we may be required to initiate litigation to protect our proprietary rights and market position.

U.S. patent, copyright, trademark and trade secret laws offer us only limited protection and the laws of some foreign countries do not protect proprietary rights to the same extent. Accordingly, defense of our trademarks and proprietary technology may become an increasingly important issue as we continue to expand our operations and solution development into countries that provide a lower level of intellectual property protection than the U.S. Policing unauthorized use of our trademarks and technology is difficult and the steps we take may not prevent misappropriation of the trademarks or technology on which we rely. If competitors are able to use our trademarks or technology without recourse, our ability to compete would be harmed and our business would be materially and adversely affected.

We may elect to initiate litigation in the future to enforce or protect our proprietary rights or to determine the validity and scope of the rights of others. That litigation may not be ultimately successful and could result in substantial costs to us, the reduction or loss in intellectual property protection for our technology, the diversion of our management’s attention and harm to our reputation, any of which could materially and adversely affect our business and results of operations.

Confidentiality arrangements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

We have devoted substantial resources to the development of our technology, business operations and business plans. In order to protect our trade secrets and proprietary information, we rely in significant part on confidentiality arrangements with our employees, licensees, independent contractors, advisers and customers. These arrangements, some of which were acquired through acquisitions, may not be effective to prevent disclosure of confidential information, including trade secrets, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover trade secrets and proprietary information, and in such cases we would not be able to assert trade secret rights against such parties. Laws regarding trade secret rights in certain markets in which we operate may afford little or no protection to our trade secrets. The loss of trade secret protection could make it easier for third parties to compete with our solutions by copying functionality. In addition, any changes in, or unexpected interpretations

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of, the trade secret and other intellectual property laws in any country in which we operate may compromise our ability to enforce our trade secret and intellectual property rights. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

We may be subject to damages resulting from claims that our employees or contractors, or we, have wrongfully used or disclosed alleged trade secrets of their former employers or other parties.

We could in the future be subject to claims that our employees or contractors, or we, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers or other parties. Litigation may be necessary to defend against these claims. If we fail in defending against such claims, a court could order us to pay substantial damages and prohibit us from using technologies or features that are essential to our solutions, if such technologies or features are found to incorporate or be derived from the trade secrets or other proprietary information of these parties. In addition, we may lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent our ability to develop, market and support potential solutions or enhancements, which could severely harm our business. Even if we are successful in defending against these claims, such litigation could result in substantial costs and be a distraction to management.

Our use of “open source” software could negatively affect our ability to sell our services and solutions or protect our intellectual property and subject us to possible litigation.

A portion of the technology licensed from others by us and that we use to make our solutions available currently incorporates “open source” software, and we may incorporate open source software into our solutions in the future. Such open source software is generally licensed by its authors or other third parties under various open source licenses. Terms of many source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to offer our solutions. In that event, we could be required to seek licenses from third parties in order to continue offering our services, to re-engineer our products or to discontinue sales of our affected solutions, any of which could materially adversely affect our business. In addition, if we fail to comply with these licenses, we may be subject to certain conditions, including requirements that we make available source code for modifications or derivative works we create based upon, incorporating or using the open source software or source code of our proprietary software and that we license such modifications, alterations or source code under the terms of the particular open source license. If a third party were to allege that we had not complied with the conditions of one or more of these licenses, we could be:

• required to defend against such allegations;

• subject to significant damages;

• enjoined from the sale of our solutions that contained the open source software;

• required to comply with the conditions described above; or

• required to discontinue our use of such open source software or the sale of our affected solutions in the event we could not maintain compliance with such licenses.

Any of the foregoing events could disrupt the distribution and sale of some of our solutions while forcing us to incur significant legal expenses.

Additionally, the use of open source software can lead to greater risks than the use of third-party commercial software, as open source software does not come with warranties or other contractual protections regarding infringement claims or the quality of the code. From time to time, parties have asserted claims against companies that use open source software in their products and services, asserting that open source software

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infringes their intellectual property rights. We could be subject to suits by parties claiming infringement of intellectual property rights with respect to what we believe to be open source software. In such event, we could be required to seek licenses from third parties in order to continue using such software or offering certain of our solutions and services or to discontinue the use of such software or the sale of our affected solutions and services in the event we could not obtain such licenses, any of which could adversely affect our business, operating results and financial condition.

Our success depends in part on our ability to develop or acquire solution enhancements and new solutions, and we may not be able to timely develop or acquire new and enhanced solutions to satisfy changes in demand.

Our success depends in part on our ability to develop and market solution enhancements and new solutions that keep pace with continuing changes in technology and customer preferences. We may not be able to develop and market new or enhanced solutions in a timely or cost-effective manner or to develop and introduce solutions that satisfy customer requirements. Our solutions also may not achieve market acceptance or correctly anticipate technological changes. While we are continually searching for acquisition opportunities, we cannot assure you that we will continue to be successful in identifying, acquiring and developing solutions and technology. If any potential acquisition opportunities are identified, we cannot assure you that we will consummate and successfully integrate any such acquisitions and we cannot assure you as to the timing or effect on our business of any such acquisitions. Our failure to develop technological improvements or to adapt our solutions to technological change may, over time, have a material adverse effect on our business.

We may expand our business by acquiring or investing in other products, services, technologies or businesses, which may divert our management’s attention, result in dilution to our shareholders and consume resources that are necessary to sustain our business.

We may in the future acquire complementary products, services, technologies or businesses. We also may enter into relationships with other businesses to expand our portfolio of solutions or our ability to provide our solutions in foreign jurisdictions. Negotiating these transactions can be time-consuming, difficult and expensive, and our ability to complete these transactions may often be subject to conditions or approvals that are beyond our control. Consequently, these transactions, even if undertaken and announced, may not close.

An acquisition, investment or new business relationship may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products, personnel, or operations of acquired companies, particularly if the key personnel of the acquired company choose not to work for us, the acquired company’s technology is not easily adapted to be compatible with ours, or we have difficulty retaining the customers of any acquired business due to changes in management or other concerns. Acquisitions may also disrupt our business, divert our resources and require significant management attention that would otherwise be available for the development of our business. Moreover, the anticipated benefits of any acquisition, investment or business relationship may not be realized or we may be exposed to unknown liabilities, including litigation against the companies we may acquire. For one or more of those transactions, we may:

• issue additional equity securities that would dilute our shareholders;

• use cash that we may need in the future to operate our business;

• incur debt on terms unfavorable to us or that we are unable to repay or that may place burdensome restrictions on our operations;

• incur significant charges or substantial liabilities; or

• become subject to adverse tax consequences, or substantial depreciation, deferred compensation or other acquisition-related accounting charges.

Any of these risks could harm our business and operating results.

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We may be exposed to liabilities if it is determined that we have not complied with Section 409A of the Code.

We have attempted to structure the compensation arrangements with our employees so that they either comply with, or are exempt from, Section 409A of the Code, which sets forth the rules governing deferred compensation arrangements, including by amending certain option award agreements. If it is determined that these arrangements are neither compliant with, nor exempt from, Section 409A of the Code, we may be subject to liabilities and costs, including penalties for failing to report deferred compensation arrangements under Section 409A of the Code and to withhold taxes payable by our employees, and we may be required to pay the amount of taxes we should have withheld and related interest. We have also committed to reimburse those of our employees who have made certain amendments to their compensation arrangements for certain personal negative tax implications if the amended compensation arrangements are determined to be neither compliant with, nor exempt from, Section 409A of the Code. Any amounts so payable by us could adversely impact our financial condition.

Unanticipated changes in our effective tax rate or exposure to additional income tax liabilities could have a material impact on our financial results and could increase the volatility of those results.

Due to the global nature of our business, we are subject to income taxes in both the United States and several foreign jurisdictions. In the event we generate net income in certain jurisdictions but incur net losses in other jurisdictions, we generally cannot offset the income from one jurisdiction with the loss from another, which could increase our effective tax rate. Furthermore, significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business there are many transactions and calculations for which the ultimate tax determination is uncertain. Although we believe our tax positions are reasonable, we are subject to routine corporate income tax audits in the jurisdictions in which we operate. Our provision for income taxes includes amounts intended to satisfy income tax assessments that are likely to result from the examination of our tax returns that have been filed in these jurisdictions. The amounts ultimately paid upon resolution of such examinations could be materially different from the amounts included in the provision for income taxes and could have a material impact on our financial position, results of operations or cash flows in the period or periods for which that determination is made.

We recognize reserves for uncertain tax positions through tax expense for estimated exposures related to our current and historical tax positions. We evaluate the need for reserves for uncertain tax positions on a quarterly basis and any change in the amount is recorded in our results of operations, as appropriate. It could take several years to resolve certain of these reserves for uncertain tax positions.

Additionally, one of the components that we evaluate in establishing the provision for income taxes is the realization of our deferred tax assets. We must assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we must establish a valuation allowance. Changes in estimates of projected future operating results or in assumptions regarding our ability to generate future taxable income could result in increases to our total valuation allowance and tax expense that would reduce net income.

We earn a portion of our income, and accumulate a portion of cash flow, in foreign jurisdictions. Any repatriation of funds currently held in foreign jurisdictions may result in a higher effective tax rate and larger incremental cash tax payments. In addition, there have been proposals to amend U.S. tax laws that would significantly impact the manner in which U.S. companies are taxed on foreign earnings. Although we cannot predict whether or in what form any legislation will pass, if enacted, such legislation could have an adverse impact on our U.S. tax expense and cash flows.

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We might require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new solutions or enhance our existing solutions, enhance our operating infrastructure and acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through further issuances of equity or convertible debt securities, our existing shareholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us or Compuware, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, and our business, operating results, financial condition and prospects could be adversely affected.

We are exposed to exchange rate risks on foreign currencies and to other international risks that may adversely affect our business and results of operations.

Approximately 14.6% and 14.2% of our total revenue for the years ended March 31, 2013 and 2012, respectively, was derived from foreign operations, and we expect that foreign operations will continue to generate a significant percentage of our total revenue. We currently have foreign sales denominated in the local currency of approximately fifteen foreign countries, and our solutions and services may be priced in the currency of the country in which they are sold. Changes in the exchange rates of foreign currencies or exchange controls may adversely affect our results of operations. We have not previously engaged in foreign currency hedging. If we decide to hedge our foreign currency exposure, we may not be able to hedge effectively due to lack of experience, unreasonable costs or illiquid markets.

The international business environment is also subject to other risks, including the need to comply with foreign and U.S. laws and the greater difficulty of managing business operations overseas. In addition, our foreign operations are affected by general economic conditions in the international markets in which we do business. A worsening of economic conditions in these markets could cause customers to delay or forego decisions to acquire or renew subscriptions or to reduce their requirements for services.

We face many risks associated with our plans to expand our international presence, which could harm our business, financial condition and operating results.

We currently operate internationally and intend to expand into additional international markets. In some international markets, customer preferences and buying behaviors may be different, and we may use business or pricing models that are different from our traditional subscription model to provide our platform to customers in those markets or we may be unsuccessful in implementing the appropriate business model. Our revenue from new foreign markets may not exceed the costs of establishing, marketing and maintaining our offerings in those markets. In addition, the current instability in the euro zone could have many adverse consequences on our international operations, including sovereign default, liquidity and capital pressures on euro zone financial institutions, reducing the availability of credit and increasing the risk of financial sector failures and the risk of one or more euro zone member states leaving the euro, resulting in the possibility of capital and exchange controls and uncertainty about the impact of contracts and currency exchange rates.

In addition, conducting our operations in a new international market may subject us to new risks. These risks include:

• localization of our solutions, including the addition of the local language and adaptation to new local practices;

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• strong local competitors;

• the cost and burden of complying with, lack of familiarity with, and unexpected changes in, local legal and regulatory requirements;

• fluctuations in local currency exchange rates or restrictions on local currency;

• potentially adverse tax consequences, including the complexities of transfer pricing, value-added or other tax systems, double taxation and restrictions and/or taxes on the repatriation of earnings;

• hiring and training a local sales force;

• development of a local marketing strategy;

• dependence on third parties, including commercial partners with whom we do not have extensive experience;

• increased financial accounting and reporting burdens and complexities;

• political, social and economic instability, terrorist attacks and security concerns in general; and

• reduced or varied protection for intellectual property rights in some countries.

Operating in new international markets also requires significant management attention and financial resources. The investment and additional resources required to establish operations and manage growth in other countries may not produce desired levels of revenue or profitability.

Our solutions contain encryption technologies, certain types of which are subject to U.S. and foreign export control regulations and, in some foreign countries, restrictions on importation and/or use. Any failure on our part to comply with encryption or other applicable export control requirements could result in financial penalties or other sanctions under the U.S. export regulations, including restrictions on future export activities, which could harm our business and operating results. Regulatory restrictions could impair our access to technologies needed to improve our solutions and may also limit or reduce the demand for our solutions outside of the U.S.

Our operating results may be harmed if we are required to collect sales, services or other related taxes for our solutions in jurisdictions where we have not historically done so.

We do not believe that we are required to collect sales, use, services or other similar taxes from our customers in certain jurisdictions. However, one or more countries or states may seek to impose sales, use, services, or other tax collection obligations on us, including for past sales. A successful assertion by one or more jurisdictions that we should collect sales or other taxes on the sale of our solutions could result in substantial tax liabilities for past sales and decrease our ability to compete for future sales. Each country and each state has different rules and regulations governing such taxes and these rules and regulations are subject to varying interpretations that may change over time. We review these rules and regulations periodically and, when we believe such taxes apply in a particular jurisdiction, we comply with their rules and regulations. We cannot assure you that we will not be subject to such taxes or related interest and penalties for past sales in jurisdictions where we presently believe such taxes are not due. We reserve estimated amounts with respect to such taxes on our financial statements but we cannot be certain that we have made sufficient reserves to cover such tax liabilities or such taxes.

Providers of goods or services are typically held responsible by taxing authorities for the collection and payment of any applicable sales and similar taxes. If one or more taxing authorities determines that taxes should have, but have not, been paid with respect to our solutions, we may be liable for past taxes in addition to being required to collect sales or similar taxes in respect of our solutions going forward. Liability for past taxes may also include very substantial interest and penalty charges. Our customer contracts generally provide that our customers must pay all applicable sales and similar taxes. Nevertheless, customers may be reluctant to pay back taxes and may refuse responsibility for interest or penalties associated with those taxes or we may determine that

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it would not be feasible to seek reimbursement. If we are required to collect and pay back taxes and the associated interest and penalties and if our customers do not reimburse us for all or a portion of these amounts, we will have incurred unplanned expenses that may be substantial. Moreover, imposition of such taxes on our solutions going forward may effectively increase the cost of such solutions to our customers.

Many states are also pursuing legislative expansion of the scope of goods and services that are subject to sales and similar taxes as well as the circumstances in which a vendor of goods and services must collect such taxes. Furthermore, legislative proposals have been introduced in the U.S. Congress that would provide states with additional authority to impose such taxes. The tax laws of foreign jurisdictions may also change. Accordingly, it is possible that either federal or state legislative changes or foreign tax law changes may require us to collect additional sales and similar taxes from our customers in the future.

Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and harm our operating results.

A change in accounting standards or practices could harm our operating results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices by tax or other regulatory authorities may harm our operating results or the way we conduct our business.

If Compuware’s distribution of our common stock in the Tax-Free Distribution does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, Compuware and its shareholders could be subject to significant tax liability and, in certain circumstances, we could be required to indemnify Compuware for material taxes pursuant to indemnification obligations under the tax sharing agreement.

Although Compuware has no obligation to complete the Tax-Free Distribution, on January 25, 2013, Compuware announced that it plans to distribute its shares of our common stock within one year following this offering. If Compuware pursues the announced Tax-Free Distribution, Compuware intends to submit, subject to applicable ruling guidelines of the IRS, a request for a private letter ruling from the IRS, substantially to the effect that, among other things, the Tax-Free Distribution will qualify as a tax-free transaction for U.S. federal income tax purposes under Section 355 of the Code. The IRS recently changed its private letter ruling policy and presently is studying, and will not issue rulings with respect to, certain distribution transactions. We do not believe this change in private letter ruling policy applies to Compuware’s ability to obtain a private letter ruling regarding the qualification of the Tax-Free Distribution as a tax-free transaction. The private letter ruling and the tax opinion that Compuware expects to receive from its counsel will rely on certain representations, assumptions and undertakings, including those relating to the past and future conduct of our business, and neither the private letter ruling nor the opinion would be valid if such representations, assumptions and undertakings were incorrect. Moreover, the private letter ruling does not address all the issues that are relevant to determining whether the distribution will qualify as a tax-free transaction. Notwithstanding the private letter ruling and opinion, the IRS could determine the distribution should be treated as a taxable transaction for U.S. federal income tax purposes if, among other reasons, it determines any of the representations, assumptions or undertakings that were included in the request for the private letter ruling are false or have been violated or if it disagrees with the conclusions in the opinion that are not covered by the private letter ruling. If the Tax-Free Distribution fails to qualify as a tax-free transaction, in general, Compuware would be subject to tax as if it had sold our common stock in a taxable sale for its fair market value, and Compuware shareholders who receive shares of our common stock in the distribution would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares.

Even if the Tax-Free Distribution would otherwise qualify as a tax-free transaction for U.S. federal income tax purposes, such distribution may be taxable to Compuware if Section 355(d) of the Code or Section 355(e) of the Code applies to the distribution. Section 355(d) of the Code may apply to the distribution if any person purchases 50% or more of Compuware’s stock, by vote or value, during the five-year period ending on the date

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of any distribution of our shares by Compuware to its shareholders. Section 355(e) of the Code will apply to the distribution if 50% or more of our stock or of Compuware’s stock, by vote or value, is acquired by one or more persons, other than the holders of Compuware stock who received our stock in the distribution, acting pursuant to a plan or a series of related transactions that includes the distribution. Any shares of our stock or of the stock of Compuware acquired directly or indirectly within two years before or after the Tax-Free Distribution generally are presumed to be part of such a plan unless that presumption can be rebutted.

In the event Compuware accomplishes the Tax-Free Distribution, we have agreed in our tax sharing agreement with Compuware not to take certain actions, such as stock issuances, redemptions, certain stock repurchases, amending our articles of incorporation or other organizational documents to affect the voting rights of our stock, mergers or consolidations, liquidations or partial liquidations, asset sales or contributions, or other actions or transactions that could jeopardize the reorganization status of the Tax-Free Distribution within the two years following the Tax-Free Distribution without first obtaining the opinion of tax counsel or a private letter ruling to the effect that such actions will not result in the Tax-Free Distribution failing to qualify as a tax-free transaction. In addition, we generally would be responsible for, among other things, certain taxes imposed under the consolidated return regulations and any taxes (including taxes that could be imposed on Compuware under Section 355(e) of the Code) resulting from the failure of the Tax-Free Distribution to qualify as a tax-free transaction to the extent such taxes are attributable to, or result from, certain actions or failures to act by us or certain transactions involving us following the Tax-Free Distribution. We also generally would be responsible for 50% of such taxes to the extent such taxes are not attributable to, or do not result from, certain actions or failures to act by either us or Compuware. For a more detailed discussion, see “Certain Relationships and Related Party Transactions—Relationship with Compuware—Tax Sharing Agreement.”

Many of our competitors are not subject to similar restrictions and may issue their stock to complete acquisitions, expand their product offerings and speed the development of new technology. Therefore, these competitors may have a competitive advantage over us. Substantial uncertainty exists on the scope of Section 355(e) of the Code, and we may have undertaken, may contemplate undertaking or may otherwise undertake in the future transactions that may cause Section 355(e) of the Code to apply to the distribution notwithstanding our desire or intent to avoid application of Section 355(e) of the Code. Accordingly, we cannot provide you any assurance that we will not have tax-related obligations related to the application of Section 355(e) of the Code to the Tax-Free Distribution.

Acts of terrorism, acts of war and other unforeseen events may cause damage or disruption to us or our customers, which could materially and adversely affect our business, financial condition and operating results.

Natural disasters, acts of war, terrorist attacks and the escalation of military activity in response to such attacks or otherwise may have negative and significant effects, such as imposition of increased security measures, changes in applicable laws, market disruptions and job losses. Such events may have an adverse effect on the economy in general. Moreover, the potential for future terrorist attacks and the national and international responses to such threats could affect the business in ways that cannot be predicted. The effect of any of these events or threats could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Our Relationship with Compuware

As long as Compuware controls us, your ability to influence matters requiring shareholder approval will be limited.

After this offering, Compuware will own 30,003,000 shares of our common stock, representing approximately     % of the total outstanding shares of our common stock. For so long as Compuware or its successor-in-interest beneficially owns shares of our common stock representing at least a majority of the votes entitled to be cast by the holders of our outstanding common stock, Compuware or such successor will be able to

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elect all of the members of our board of directors. Currently, three members of our board of directors, Robert C. Paul, William O. Grabe and Ralph J. Syzgenda, are members of the Compuware board of directors, and Mr. Paul is the Chief Executive Officer of Compuware.

Our historical financial information as a business segment of Compuware may not be representative of our results as an independent public company.

The historical financial information we have included in this prospectus does not necessarily reflect what our financial position, results of operations or cash flows would have been had we been an independent entity during the historical periods presented. The historical costs and expenses reflected in our combined and consolidated financial statements include an allocation for certain corporate functions historically provided by Compuware, including tax, accounting, treasury, legal and human resources services. The historical financial information is not necessarily indicative of what our results of operations, financial position, cash flows or costs and expenses will be in the future. We have not made pro forma adjustments to reflect many significant changes that will occur in our cost structure, funding and operations as a result of our transition to becoming a public company, including changes in our employee base, potential increased costs associated with reduced economies of scale and increased costs associated with being a publicly traded, stand-alone company.

If Compuware experiences a change in control, our current plans and strategies could be subject to change.

On December 17, 2012, Compuware received an offer from Elliott Management Corp, or Elliott Management, an investment firm currently owning approximately 8.8% of Compuware’s outstanding stock, to acquire all of the outstanding shares of Compuware. Although the Compuware board of directors determined that Elliott Management’s proposal significantly undervalued Compuware and was not in the best interest of its shareholders, the Compuware board announced that it would carefully review and evaluate any credible offer it receives for the acquisition of Compuware shares and has agreed to provide certain non-public information to Elliott Management under the terms of a confidentiality agreement. The Compuware board also announced that it would take actions to create value for its shareholders, including its intention to distribute our common stock to Compuware shareholders. It is impossible to predict whether a credible, or unsolicited, offer to acquire Compuware will be made in the future, and whether a transaction would be consummated with respect to such an offer.

As long as Compuware controls us, it will have significant influence over our plans and strategies, including strategies relating to marketing and growth. In the event Compuware experiences a change in control, a new Compuware owner may attempt to cause us to revise or change the plans and strategies, as well as the agreements between Compuware and us, described in this prospectus. A new owner may also have different plans with respect to the contemplated distribution of our common stock to Compuware shareholders, including not effecting such a distribution.

As noted above in “Risks Relating to our Business and Our Industry—If Compuware’s distribution of our common stock in the Tax-Free Distribution does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, Compuware and its shareholders could be subject to significant tax liability and, in certain circumstances, we could be required to indemnify Compuware for material taxes pursuant to indemnification obligations under the tax sharing agreement.”, the acquisition of either Compuware or us could result in the taxability of the Tax-Free Distribution.

Our ability to operate our business effectively may suffer if we are unable to cost-effectively establish our own administrative and other support functions in order to operate as a stand-alone company after the expiration of our shared services and other intercompany agreements with Compuware.

As an operating division of Compuware, we relied on administrative and other resources of Compuware, including information technology, accounting, finance, human resources and legal, to operate our business. In connection with this offering, we have entered into various service agreements to retain the ability for specified

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periods to use these Compuware resources. See “Certain Relationships and Related Party Transactions.” These services may not be provided at the same level as when we were an operating division within Compuware, and we may not be able to obtain the same benefits that we received prior to this offering. These services may not be sufficient to meet our needs, and after our agreements with Compuware expire (which will generally occur no later than upon completion of the Tax-Free Distribution), we may not be able to replace these services at all or obtain these services at prices and on terms as favorable as we currently have with Compuware. We will need to create our own administrative and other support systems or contract with third parties to replace Compuware’s systems. In addition, we have received informal support from Compuware which may not be addressed in the agreements we have entered into with Compuware; the level of this informal support may diminish as we become a more independent company. Any failure or significant downtime in our own administrative systems or in Compuware’s administrative systems during the transitional period could result in unexpected costs, impact our results and/or prevent us from paying our suppliers or employees and performing other administrative services on a timely basis.

After this offering, we will be a smaller company relative to Compuware, which could result in increased costs because of a decrease in our purchasing power. We may also experience decreased revenue due to difficulty maintaining existing customer relationships and obtaining new customers.

Prior to this offering, we were able to take advantage of Compuware’s size and purchasing power in procuring goods, technology and services, including insurance, employee benefit support and audit and other professional services. We are a smaller company than Compuware, and we cannot assure you that we will have access to financial and other resources comparable to those available to us prior to the offering. As a stand-alone company, we may be unable to obtain office space, goods, technology and services at prices or on terms as favorable as those available to us prior to this offering, which could increase our costs and reduce our profitability. Our future success depends on our ability to maintain our current relationships with existing customers, and we may have difficulty attracting new customers.

In order to preserve the ability for Compuware to distribute its shares of our common stock on a tax-free basis, we may be prevented from pursuing opportunities to raise capital, to effectuate acquisitions or to provide equity incentives to our employees, which could hurt our ability to grow.

Beneficial ownership of at least 80% of the total voting power and 80% of each class of nonvoting capital stock is required in order for Compuware to effect the Tax-Free Distribution of Covisint or certain other tax-free transactions. We have agreed that, so long as the Tax-Free Distribution could, in the reasonable discretion of Compuware, be effectuated, we will not knowingly take or fail to take, or permit any Covisint affiliate to knowingly take or fail to take, any action that could reasonably be expected to preclude Compuware’s ability to effectuate the Tax-Free Distribution. As a result, we may be precluded from pursuing certain growth initiatives, including the creation of a class of non-voting stock, unless Compuware were to purchase at least 80% of such class of shares of any subsequent equity offering.

The Tax-Free Distribution may not occur.

Although Compuware has announced its intention to consummate a Tax-Free Distribution within one year following this offering, it may abandon or change the structure of the Tax-Free Distribution if it determines, in its sole discretion, that the Tax-Free Distribution is not in the best interest of Compuware or its shareholders. Such determination may take into account, without limitation, the potential impact on the Tax-Free Distribution of a change in control of Compuware.

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Although we have entered into a tax sharing agreement with Compuware under which our tax liabilities effectively will be determined as if we were not part of any consolidated, combined or unitary tax group of Compuware and/or its subsidiaries, we nonetheless could be held liable for the tax liabilities of other members of these groups.

Until December 31, 2012, the Covisint business operated as a division of Compuware and, as a division, our operations were included in the tax returns filed by Compuware’s consolidated group, or Consolidated Group, for U.S. federal income tax purposes, as well as in certain consolidated, combined or unitary groups that include Compuware and/or certain of its subsidiaries, or Combined Group, for taxes other than U.S. federal income taxes. Effective January 1, 2013, Compuware made a contribution to us of substantially all of the assets and liabilities relating to our business and, as a member of the Consolidated Group, our operations have been included in the Consolidated Group since that date for tax periods or portions thereof commencing after such contribution in which Compuware owned at least 80% of the total voting power and value of our outstanding stock. Effective that date, we also entered into a tax sharing agreement with Compuware. Pursuant to the tax sharing agreement, we and Compuware generally will make payments to each other such that, with respect to tax returns for any taxable period in which we or any of our subsidiaries are included in the Consolidated Group or any Combined Group, the amount of taxes to be paid by us will be determined, subject to certain adjustments, as if we and each of our subsidiaries included in such Consolidated Group or Combined Group filed our own consolidated, combined, unitary or separate tax return. The tax sharing agreement also provides for the allocation between Compuware and Covisint of compensation-related deductions attributable to employee stock options and restricted stock granted to employees of the Covisint business. Compuware may be required to make payments to us in the event that Compuware realizes the tax benefits of such compensation-related deductions.

We intend to be included in the Consolidated Group immediately following this offering until the Tax Free Distribution. In the event that we were not included in the Consolidated Group immediately following this offering or thereafter, we would no longer join in the filing of the Consolidated Group’s federal income tax returns and would file federal income tax returns separate from the Consolidated Group following the deconsolidation. Such a deconsolidation could also negatively impact Compuware’s ability to distribute its shares of our common stock to its shareholders in a tax-free transaction. Each member of a consolidated group during any part of a consolidated return year is severally liable for tax on the consolidated return of such year and for any subsequently determined deficiency thereon. Similarly, in some jurisdictions, each member of a consolidated, combined or unitary group for state, local or foreign tax purposes is jointly and severally liable for the state, local or foreign tax liability of each other member of the consolidated, combined or unitary group. Accordingly, for any period in which we are included in the Consolidated Group or any Combined Group, we could be liable in the event that any income or other tax liability was incurred, but not discharged, by any other member of any such group even if we are not then currently a member of such Consolidated Group or Combined Group.

Some of our directors and executive officers own Compuware common stock, restricted shares of Compuware common stock or options to acquire Compuware common stock and hold positions with Compuware, which could cause conflicts of interest that result in our not acting on opportunities we otherwise may have.

Some of our directors and executive officers own Compuware common stock, restricted shares of Compuware stock or options to purchase Compuware common stock. In addition, three members of our board of directors, Messrs. Paul, Grabe, and Syzgenda, are currently members of the Compuware board of directors. Mr. Paul is also the Chief Executive Officer of Compuware. Ownership of Compuware common stock, restricted shares of Compuware common stock and options to purchase Compuware common stock by our directors and officers after this offering and the presence of executive officers or directors of Compuware on our board of directors could create, or appear to create, conflicts of interest with respect to matters involving both us and Compuware that could have different implications for Compuware than they do for us. Provisions of our articles of incorporation address corporate opportunities that are presented to our directors or officers that are also directors or officers of Compuware. We cannot assure you that the provisions in our articles of incorporation will

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adequately address potential conflicts of interest or that potential conflicts of interest will be resolved in our favor or that we will be able to take advantage of corporate opportunities presented to individuals who are officers or directors of both us and Compuware. As a result, we may be precluded from pursuing certain growth initiatives.

Compuware’s ability to control our board of directors may make it difficult for us to recruit high-quality independent directors.

So long as Compuware beneficially owns shares of our common stock representing at least a majority of the votes entitled to be cast by the holders of outstanding voting stock, Compuware can effectively control and direct our board of directors. Currently, three members of our board of directors are also members of the Compuware board of directors. Further, the interests of Compuware and our other shareholders may diverge. Under these circumstances, persons who might otherwise accept our invitation to join our board of directors may decline.

Our inability to resolve favorably any disputes that arise between us and Compuware with respect to our past and ongoing relationships may adversely affect our operating results.

Disputes may arise between Compuware and us in a number of areas relating to our ongoing relationships, including:

• labor, tax, employee benefit, indemnification and other matters arising from our separation from Compuware;

• employee retention and recruiting;

• business combinations involving us;

• our ability to engage in activities with certain channel, technology or other marketing partners;

• sales or dispositions by Compuware of all or any portion of its ownership interest in us;

• the nature, quality and pricing of services Compuware has agreed to provide us; and

• business opportunities that may be attractive to both Compuware and us.

We may not be able to resolve potential conflicts, and even if we do, the resolution may be less favorable than if we were dealing with an unaffiliated party.

The agreements we have entered into with Compuware may be amended upon agreement between the parties. While we are controlled by Compuware, we may not have the leverage to negotiate amendments to these agreements if required on terms as favorable to us as those we would negotiate with an unaffiliated third party.

We will be a “controlled company” within the meaning of the NASDAQ rules and, as a result, we may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

After the completion of this offering, Compuware will own more than 50% of the total voting power of our common stock and we will be a “controlled company” under the NASDAQ corporate governance standards. As a controlled company, certain exemptions under the NASDAQ standards free us from the obligation to comply with certain NASDAQ corporate governance requirements, including the requirements:

• that a majority of our board of directors consists of independent directors;

• that we have a compensation committee that is comprised entirely of independent directors; and

• that we have a nominating committee that is comprised entirely of independent directors.

Following this offering, a majority of our board of directors, and our entire Compensation Committee and Nominating and Governance Committee, will be composed of independent directors in compliance with the

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requirements of NASDAQ. However, we are not required to maintain this composition of our board and its committees and, in the event we choose to rely on available “controlled company” exemptions, you will not have the same protection afforded to shareholders of companies that are subject to all of the NASDAQ corporate governance requirements.

Third parties may seek to hold us responsible for liabilities of Compuware, which could result in a decrease in our income.

Third parties may seek to hold us responsible for Compuware’s liabilities. Under our master separation agreement with Compuware, Compuware will indemnify us for claims and losses relating to Compuware’s liabilities and not related to our business. However, if those liabilities are significant and we are ultimately held liable for them, we cannot assure you that we will be able to recover the full amount of our losses from Compuware.

Risks Related to Our Common Stock

We are an “emerging growth company” within the meaning of the Securities Act of 1933, and as such, we will take advantage of certain modified disclosure requirements.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of The NASDAQ Stock Market and other applicable securities rules and regulations. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting.

However, we are an “emerging growth company” within the meaning of the rules under the Securities Act of 1933, as amended, or the Securities Act. For as long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies, including not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company. We will remain an “emerging growth company” for up to five years, although we would cease to be an “emerging growth company” upon the earliest of (i) the first fiscal year following the fifth anniversary of this offering, (ii) the first fiscal year after our annual gross revenues are $1 billion or more, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, and (iv) the date on which we are deemed to be a “large accelerated filer” as defined in the Exchange Act. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—JOBS Act.”

We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock.

The share price of our common stock is likely to be volatile and could decline following this offering, and you may be unable to sell your shares at or above the offering price, if at all.

Prior to this offering, there has not been a public market for our common stock. An active public market for these shares may never develop or be sustained, which could affect your ability to sell your shares and could depress the market price of your shares. The initial public offering price for the shares of our common stock will

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be determined by negotiations between us and the representative of the underwriters and may not be indicative of prices that will prevail in the trading market. The market price of our common stock could be subject to wide fluctuations in response to many risk factors described in this prospectus, and others beyond our control, including:

• actual or anticipated fluctuations in our condition and operating results;

• changes in projected operational and financial results;

• addition or loss of significant customers;

• changes in laws or regulations applicable to our business;

• actual or anticipated changes in our growth rate relative to our competitors;

• announcements of technological innovations or new offerings by us or our competitors;

• additions or departures of key personnel;

• issuance of new or updated research or reports by securities analysts;

• fluctuations in the valuation of companies perceived by investors to be comparable to us;

• the expiration of contractual lock-up agreements; and

• general economic, legal, regulatory and market conditions unrelated to our performance.

In addition, if the general stock market experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations.

If the market price of our common stock after this offering does not exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could harm our business.

We do not anticipate paying any dividends on our common stock.

We do not anticipate paying any cash dividends on our common stock in the foreseeable future. If we do not pay cash dividends, you could receive a return on your investment in our common stock only if the market price of our common stock has increased when you sell your shares.

If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable research reports about our business, our share price and trading volume could decline.

The trading market for our common stock will, to some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

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We have broad discretion to determine how to use the funds raised in this offering, and we may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a return.

Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. As of the date of this prospectus, we have no specific plans with respect to the allocation of the net proceeds of this offering. The net proceeds may be used for corporate purposes (including the planned repayment of short-term intercompany payables owed to our parent Compuware, subsequent to its contribution of assets and liabilities to us as of January 1, 2013) that do not increase our operating results or market value. We may also use a portion of the net proceeds to acquire, invest in, or obtain rights to complementary technologies, solutions or businesses. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value. If we do not invest or apply the proceeds of this offering in ways that enhance shareholder value, we may fail to achieve expected financial results, which could cause our common stock price to decline.

Substantial future sales of our common stock in the public market could cause our stock price to fall.

Sales of substantial amounts of our common stock in the public market after this offering, or the perception that these sales could occur, could cause the market price of our common stock to decline and impede our ability to raise capital through the issuance of additional equity securities. Upon completion of this offering, Compuware will own 30,003,000 shares of our common stock, representing approximately     % of the outstanding shares of our common stock. All shares sold in this offering will be freely transferable, subject, in the case of affiliates, to applicable volume and other restrictions under Rule 144 under the Securities Act, and subject to the lock-up arrangements described in “Underwriting” and “Shares Eligible for Future Sale.” Compuware has no contractual obligation to retain these shares, other than the lock-up arrangement, and has announced its intention to distribute such shares in the Tax-Free Distribution, within twelve months after this offering. In addition, Compuware has the right to cause us to register the sale of its shares of our common stock under the Securities Act. Registration of these shares under the Securities Act would result in these shares, other than shares purchased by our affiliates, becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration statement.

Following this offering, we intend to file a registration statement on Form S-8 under the Securities Act covering shares of our common stock reserved for future issuance under our 2009 Long Term Incentive Plan, including the shares issuable under outstanding options and restricted stock unit awards which will be outstanding after this offering. This registration statement will automatically become effective upon filing. Shares registered under this registration statement will be available for sale in the open market, subject to the lock-up arrangements described above, as well as any stock option vesting requirements and the lapsing of restrictions on restricted stock, although sales of shares held by our affiliates will be limited by the volume limitations of Rule 144 of the Securities Act. Sales of substantial amounts of these securities could cause our stock price to fall.

You will experience immediate and substantial dilution in the net tangible book value of the shares you purchase in this offering.

If you purchase shares of our common stock in this offering, you will experience immediate and substantial dilution, as the initial public offering price of our common stock will be substantially greater than the net tangible book value per share of our common stock. Based on the initial offering price of $         per share, if you purchase our common stock in this offering, you will suffer immediate and substantial dilution of approximately $         per share. If the underwriters exercise their over-allotment option, or if outstanding options to purchase our common stock are exercised, you will experience additional dilution. For a further description of the dilution that you will experience immediately after this offering, see the section entitled “Dilution.”

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Our articles of incorporation and bylaws as well as certain provisions of Michigan law may have an anti-takeover effect.

Provisions of our articles of incorporation and bylaws and Michigan law could make it more difficult for a third party to acquire us, even if doing so would be perceived to be beneficial to shareholders. The combination of these provisions inhibits a non-negotiated acquisition, merger or other business combination involving our company, which, in turn, could adversely affect the market price of our common stock.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions described in the “Risk Factors” section and elsewhere in this prospectus. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this prospectus until after we distribute this prospectus, whether as a result of any new information, future events or otherwise.

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INDUSTRY AND MARKET DATA

We obtained the industry, market and competitive position data in this prospectus from our own internal estimates and research as well as from industry and general publications and research, surveys and studies conducted by third parties, including Forrester Research, Inc., International Data Corporation (IDC) and Secured by Design Ltd. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable. We believe and act as if the third-party data contained in this prospectus, and the underlying economic assumptions relied upon in such data, are generally reliable.

We do not necessarily know what assumptions regarding general economic growth were used in preparing the forecasts and projections we cite. Statements as to our market position are based on recently available data. While we are not aware of any misstatements regarding industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors” in this prospectus.

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USE OF PROCEEDS

We estimate that our net proceeds from the sale of the common stock that we are offering will be approximately $        , at an assumed initial public offering price of $         per share (the midpoint of the range set forth on the cover page of this prospectus) and after deducting estimated underwriting discounts and offering expenses that we must pay. If the underwriters’ over-allotment option in this offering is exercised in full, we estimate that our net proceeds will be approximately $        . A $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) the net proceeds to us from this offering by $        , assuming the underwriters do not exercise their over-allotment option and assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and offering expenses payable by us.

The principal reasons for this offering are to increase our capitalization, financial flexibility and visibility in the marketplace. We currently intend to use the net proceeds for working capital and other general corporate purposes, including to finance our growth, develop new solutions, hire additional personnel and fund capital expenditures and potential acquisitions. We may pursue the acquisition of companies or businesses with complementary products and technologies that we believe will enhance our suite of offerings, however we do not have agreements or commitments for any specific acquisitions at this time. Although we have no current specific plans with respect to the allocation of the net proceeds of this offering, for the next year, assuming we engage in no acquisitions, we intend to use approximately $         to $         of our net proceeds, together with the cash generated from operations, to fund our current operations, repay short-term intercompany payables owed to our parent, Compuware, subsequent to its contribution of assets and liabilities to us as of January 1, 2013 in the amount of $        , implement our growth strategies and fund capital expenditures.

We cannot specify with certainty all of the particular uses of the net proceeds that we receive from this offering. Accordingly, we will have broad discretion in using these proceeds. Furthermore, the amount and timing of our actual expenditures will depend on numerous factors, including the cash used in or generated by our operations, the status of our development activities, the level of our sales and marketing activities, our technology investments and any potential acquisitions. Our management also has discretion over many of these factors. Pending the use of proceeds from this offering as described above, we plan to invest the net proceeds that we receive in this offering in short-term and intermediate-term interest-bearing obligations, investment-grade investments, certificates of deposit, or direct or guaranteed obligations of the U.S. government.

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DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We currently do not anticipate declaring any cash dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors. See “Description of Capital Stock—Common Stock—Dividend Rights.”

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2013 on a historical basis, and adjusted

• to give effect to the issuance and sale of              shares of our common stock in this offering based on the initial public offering price of $         per share after deducting estimated underwriting discounts and commissions and offering expenses payable by us.

The information below is not necessarily indicative of what our cash and cash equivalents and capitalization would have been had the separation, distribution and related transactions been completed as of March 31, 2013. In addition, it is not indicative of our future cash and cash equivalents and capitalization. This table is derived from our historical combined and consolidated financial statements and the accompanying notes included elsewhere in this prospectus, and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our combined and consolidated financial statements and notes to our combined and consolidated financial statements included elsewhere in this prospectus.

	As of
	March 31, 2013
	(In thousands)
	Actual			As Adjusted
Cash and cash equivalents	$	966		$
Due to parent and affiliates	$	7,556		$
Long term debt	$	0		$
Equity:
Common stock, no par value (50,000,000 shares authorized, 30,003,000 shares issued and outstanding actual; 50,000,000 shares authorized,              shares issued and outstanding, as adjusted)	$	0		$
Preferred stock, no par value (5,000,000 shares authorized; none issued and outstanding)		0
Additional paid-in capital		46,186
Retained deficit		(3,289	)
Accumulated other comprehensive income (loss)		(3	)
Total equity		42,894
Total capitalization	$	42,894		$

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DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the net tangible book value per share of our common stock immediately after the completion of this offering.

Net tangible book value per share represents the amount of total tangible assets less total liabilities, divided by the number of common shares then outstanding. Our net tangible book value as of March 31, 2013 was approximately $         for a net tangible book value per common share of $        . After giving effect to our sale of shares of our common stock in this offering at an assumed initial public offering price of $         per share (the midpoint of the range set forth on the cover page of this prospectus) and deducting estimated underwriting discounts and offering expenses, our pro forma net tangible book value would have been $        , or $         per common share (assuming no exercise of the underwriters’ over-allotment option). This represents an immediate increase in the net tangible book value of $         per share and an immediate and substantial dilution of $         per share to new investors purchasing shares of our common stock in this offering. The following table illustrates this dilution per share:

Assumed midpoint of offering per share	$
Net tangible book value per share as of March 31, 2013	$
Increase in net tangible book value per share attributable to this offering	$
Net tangible book value per share after giving effect to this offering	$
Dilution per share to new investors.	$

A $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) the net tangible book value attributable to this offering by $         per share, the pro forma net tangible book value after giving effect to this offering by $         per share and the dilution to new investors in this offering by $         per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and offering expenses payable by us.

The following table summarizes, as of March 31, 2013, the number of shares of our common stock we issued and sold, the total consideration we received and the average price per share paid to us by Compuware, our sole shareholder prior to this offering, and by new investors purchasing shares of common stock in this offering. The table assumes an initial public offering price of $         per share (the midpoint of the price range set forth on the cover page of this prospectus).

	Shares Purchased			Total Consideration
	(In millions)
	Number	Percentage		Amount	Percentage		Avg. Price per Share
				($ in millions)
Compuware			%	$		%	$
New Investors			%	$		%	$
Total			%	$		%	$

A $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) the total consideration paid by new investors by $        , or increase (decrease) the percent of total consideration paid by new investors by approximately     %, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

If the underwriters’ over-allotment option is exercised in full, the following will occur:

• the percentage of shares of our common stock held by Compuware will decrease to approximately     % of the total number of shares of our common stock outstanding; and

• the number of shares of our common stock held by new investors in this offering will be increased to approximately              shares, or approximately     % of the total number of shares of our common stock outstanding.

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SELECTED COMBINED AND CONSOLIDATED FINANCIAL DATA

You should read the following selected combined and consolidated financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the combined and consolidated financial statements, related notes and other financial information included elsewhere in this prospectus.

The combined and consolidated statements of comprehensive income data for the years ended March 31, 2013, 2012, 2011 and 2010, and the combined and consolidated balance sheet data as of March 31, 2013, 2012 and 2011, are derived from our audited combined and consolidated financial statements. Our historical results are not necessarily indicative of the results that should be expected in the future.

	Years Ended March 31,
	2013			2012			2011			2010
	(In thousands, except per share data)
Combined and Consolidated Statements of Comprehensive Income Data:
Revenue	$	90,732		$	74,675		$	54,154		$	40,452
Cost of revenue(1)		47,575			41,477			27,501			19,190
Gross profit		43,157			33,198			26,653			21,262
Operating expenses:
Research and development(1)		3,799			1,341			1,687			4,226
Sales and marketing(1)		26,593			22,544			16,571			12,863
Administrative and general(1)		18,315			12,583			10,288			8,283
Total operating expenses		48,707			36,468			28,546			25,372
Income (loss) from operations		(5,550	)		(3,270	)		(1,893	)		(4,110	)
Other income		0			0			750			0
Income (loss) from operations before income tax provision		(5,550	)		(3,270	)		(1,143	)		(4,110	)
Income tax provision		98			57			132			285
Net income (loss)	$	(5,648	)	$	(3,327	)	$	(1,275	)	$	(4,395	)
Basic and diluted earnings per share(2)	$	(0.19	)	$	(0.11	)	$	(0.04	)	$	(0.15	)
Weighted-average shares outstanding, basic and diluted(2)		30,003			30,003			30,003			30,003

(1) As of March 31, 2013, all vested stock compensation was in the form of Compuware stock awards. All outstanding Covisint stock options include a performance condition based on the occurrence of an initial public offering or change in control of the Company. Therefore, stock compensation expense incurred through March 31, 2013 has related only to Compuware stock awards provided to Covisint employees. Upon consummation of this offering or a change in control of Covisint, we will begin to recognize $24.7 million of compensation expense related to Covisint options. Approximately 84% of the expense relates to stock options that were modified; this expense will be recognized over the requisite service period beginning December 31, 2012 (the modification date) and ending on January 1 of the third calendar year following an initial public offering, with a cumulative catch-up in the period in which such offering occurs. Approximately 14% of the expense relates to stock options issued during March 2013; this expense will be recognized over the requisite service period beginning March 2013 and ending on the second anniversary of an initial public offering, presuming such offering occurs in calendar 2013, with a cumulative catch-up in the period in which such offering occurs. These expenses will be offset by a reduction in expense associated with cancellation of certain outstanding Compuware awards due to the occurrence of an initial public offering or change in control of the Company. We expect to incur net compensation expense of $         million associated with these options and awards in the quarter in which this offering occurs. For more information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Stock Compensation—Covisint Corporation Stock Compensation”. All future stock compensation is expected to be granted in the form of Covisint stock awards and recorded as a non-cash expense. The statements above include stock compensation as follows:

	Years Ended March 31,
	2013		2012		2011		2010
	(In thousands)
Stock compensation classified as:
Cost of revenue	$	6	$	5	$	111	$	149
Research and development		1		1		3		0
Sales and marketing		360		9		9		6
Administrative and general		1,262		1,077		1,450		424
Total stock compensation expense	$	1,629	$	1,092	$	1,573	$	579

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(2) Please see Note 5 to our audited combined and consolidated financial statements for an explanation of the method used to calculate the historical net income (loss) per share attributable to common shareholders and the number of shares used in computation of the per share amounts.

	As of March 31,
	2013		2012		2011
	(In thousands)
Combined and Consolidated Balance Sheet Data:
Cash	$	966	$	0	$	0
Working capital		1,992		3,830		(877	)
Total assets		98,058		86,148		70,008
Due to parent and affiliates		7,556		0		0
Long term debt		0		0		0
Total shareholders’ equity		42,894		33,065		25,435

	Years Ended March 31,
	2012			2012			2011
	(In thousands)
Other Financial Data:
Adjusted EBITDA(1)	$	(10,883	)	$	(5,425	)	$	1,054
Adjusted gross profit(2)		48,113			36,213			29,186
Adjusted gross margin(2)		53	%		48	%		54	%

(1) Adjusted EBITDA is a non-GAAP measure and represents net income (loss) adjusted for income tax provision, depreciation, amortization of intangible assets, stock compensation expense and other income. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics” for a discussion of Adjusted EBITDA and the reconciliation to U.S. GAAP.

(2) Adjusted gross profit and adjusted gross margin are non-GAAP measures. Adjusted gross profit represents gross profit, adjusted for amortization of capitalized software associated with our research and development expense classified within cost of revenue and stock compensation. Adjusted gross margin is adjusted gross profit as a percentage of revenue. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics” for a discussion of adjusted gross margin and adjusted gross profit and the reconciliation to U.S. GAAP.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following management’s discussion and analysis of financial condition and results of operations in association with our combined and consolidated financial statements and the notes thereto contained elsewhere in this prospectus. This discussion and analysis contains forward-looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those listed under “Risk Factors” and included in other portions of this prospectus.

Overview

Covisint provides a leading cloud engagement platform for enabling organizations to securely connect, engage and collaborate with large, distributed communities of customers, business partners, and suppliers. Our platform allows global organizations with complex external business relationships to create, streamline and automate external mission-critical business processes that involve the secure exchange of and access to critical information from multiple sources. Our customers deploy our platform to deliver on current and new business initiatives, enhance competitiveness, create new revenue opportunities, increase customer retention and lower operating costs. We have been recognized as a leader in the emerging cloud engagement market due to our market share, technical capabilities and history of successful deployments.

Our platform currently supports customers in the automotive, healthcare, energy, financial services and travel industries. We believe a wide variety of organizations will benefit from using our cloud-based technologies to meet their external collaboration requirements with their customers, business partners and suppliers. We believe we have yet to significantly penetrate the growing available market for our technologies and have a significant opportunity to sell additional solutions to our current customers. We believe the use of our solutions and the development of our markets are at very early stages and that it is important that we build brand awareness, develop channel partners and invest in our platform, vertical solutions, infrastructure and sales and marketing to maintain and extend our leadership in the cloud-based services market.

We generate the majority of our revenue through subscription fees that enable our customers to access our platform. Subscription and support revenue accounted for $57.0 million, $49.2 million and $45.0 million, or 63%, 66% and 83% of our total revenue, during the years ended March 31, 2013, 2012 and 2011, respectively. We typically bill subscription fees in advance. Our subscription contract lengths primarily range from one to five years and are typically 36 months. The value of our subscription contracts varies significantly for each customer agreement and is typically related to the number of users or volume of transactions associated with the deployment. Our customers pay us for a minimum level of platform usage. Periodically, a customer’s utilization may exceed its committed minimum level, in which case the customer is required to pay us additional fees, called overages.

We also generate revenue from the provision of services related to implementation, solution deployment and on-boarding of new customers onto our platform. Services revenue accounted for $33.8 million, $25.5 million and $9.2 million, or 37%, 34% and 17% of our total revenue, during the years ended March 31, 2013, 2012 and 2011, respectively. We typically bill a portion of our services fees in advance and the remaining balance upon customer acceptance. Services contract value varies significantly for each customer agreement and is typically related to the complexity of the deployment.

We sell our solutions through our direct sales force and through our channel partners, including systems integrators, value-added resellers and other organizations. We target certain vertical markets and sell to large organizations as well as the interconnected smaller organizations that act as suppliers or business partners. We have over 3,000 customers that have deployed our platform to connect to over 80,000 of their customers,

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business partners and suppliers. This allows more than 18 million users to access the mission-critical applications and information provided by our customers. Our customers include approximately 150 core platform customers, which represented 93% and 91% of our total revenue for the years ended March 31, 2013 and 2012, respectively. Our remaining customers include a variety of organizations that pay us a relatively nominal fee to either connect to one of our core platform customers or use one of our industry-specific solutions.

The automotive industry accounted for 56% and 57% of our total revenue in the years ended March 31, 2013 and 2012, respectively, of which approximately 33% and 35% of our total revenue for such periods was derived from General Motors. We have successfully expanded our customer base from the automotive to the healthcare industry, which accounted for 31% and 32% of our total revenue in the years ended March 31, 2013 and 2012, and to the energy, financial services, and travel industries. Revenue from outside of the U.S. accounted for 15% and 14% of our total revenue in the years ended March 31, 2013 and 2012, respectively. We intend to continue expanding our business into additional vertical markets and geographies and expect our revenue to diversify accordingly. Supporting new regulatory and technology requirements as a result of our diversification initiatives may result in increased operating costs and capital expenditures.

Our subscription and support revenue has grown from $45.0 million in the year ended March 31, 2011 to $57.0 million in the year ended March 31, 2013, representing a compound annual growth rate, or CAGR, of 13%. Historically, we have experienced significant revenue growth from existing customers as they renew and purchase additional subscriptions. Of the increases in subscription and support revenue during fiscal 2013 and 2012, approximately $8.6 million and $6.3 million, respectively, were due to increased revenue from existing customers. Additionally, there was approximately $1.2 million and $3.1 million from sales to new customers during fiscal 2013 and 2012, respectively. These increases were offset by a decline in revenue from customers that terminated or elected not to renew their agreements aggregating approximately $1.9 million during fiscal 2013 and approximately $3.7 million during fiscal 2012, as well as a $1.5 million reduction in fiscal 2012 PQRS revenue due to a decline in submissions, which we attribute to a change in the incentive rate of the program. In the year ended March 31, 2012, the growth of subscription revenue slowed due to lower-than-expected implementation of state-sponsored Health Information Exchanges, or HIEs, the terminated agreement of a significant healthcare customer as a result of its dissolution and, to a lesser extent, the impact of the economic downturn on the automotive industry.

Our services revenue has grown to $33.8 million in the year ended March 31, 2013 from $9.2 million in the year ended March 31, 2011, representing a CAGR of 92%. As discussed below under “—Components of Our Results of Operations—Cost of Revenue,” we recognized a larger percentage of our services revenue as delivered during the years ended March 31, 2013 and 2012, as compared to the year ended March 31, 2011, as a result of having obtained evidence of stand-alone value for many of these services, which allowed us to recognize revenue using the proportional performance method.

We believe our business will benefit from current technology trends such as the increasing adoption of cloud computing, as well as industry-specific trends in our vertical markets. We anticipate demand in the automotive industry will increase as automakers invest in connected vehicle and connected consumer technologies. In healthcare we expect the formation of privately-sponsored HIEs to increase as hospitals, payers, physicians and the United States government move to reimbursement models that require the secure storing and sharing of patient information. Finally, we believe there is an unmet need in the energy industry to connect large global organizations with external partners, including contractors and joint venture partners, to provide secure access to critical information.

To support our growth strategies and capitalize on current technology trends, we are actively investing in our business and do not expect to be profitable before or during fiscal 2014. We experienced combined net losses of $5.6 million, $3.3 million and $1.3 million for the years ended March 31, 2013, 2012 and 2011, respectively. These losses were mainly due to the substantial investments we made, and continue to make, to build our solutions and services, grow and maintain our business and acquire customers. We expect our profitability will

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be negatively affected by decreased capitalization of our research and development costs due to a recent change to the agile delivery methodology for platform enhancements, which is expected to result in significantly shorter development cycles thereby reducing our capitalized costs. This change will increase the proportion of our research and development costs expensed relative to our research and development costs incurred. We expect our fiscal 2014 research and development costs incurred, as a percentage of revenue, to remain consistent with such costs incurred during fiscal 2013. As such, we expect research and development costs expensed, as a percentage of revenue, to increase and negatively impact our profitability. In addition, we are actively investing in our sales and marketing organization to create brand awareness, expand the scope and scale of our global operations, develop our sales channels and promote new solutions with existing customers. Although we believe these investments will drive future revenue growth and profitability, our profitability may be negatively affected in fiscal 2014.

Our administrative and general costs increased in fiscal 2013 due to the growth of our business and the additional expense associated with our separation from Compuware and preparing to become a publicly traded company. In fiscal 2013, administrative and general costs increased $5.7 million from fiscal 2012, primarily due to a $3.3 million increase in costs related to services provided by our parent Compuware as well as a $2.2 million increase in legal and audit fees associated with our establishment as an independent entity. We may incur additional expenses in future quarters as we assume many of the services provided by our parent, to the extent our costs to provide those services are higher than what we have historically paid Compuware. As a result, our administrative and general costs may increase as a percentage of total revenue and negatively impact our profitability.

We acquired DocSite during the year ended March 31, 2011 for $15.9 million to complement our existing cloud-based services with the reporting and analytic capabilities required by healthcare reform regulations. As a result, we provide web-based solutions that allow physicians and healthcare organizations to manage, analyze and report healthcare performance and quality in an accurate and timely manner.

Our predecessor, Covisint LLC, was founded in February 2000 by a consortium of global automotive manufacturers to improve collaboration between manufacturers and suppliers. Compuware purchased substantially all of the assets of Covisint LLC in March 2004 and currently provides us with certain corporate functions including facilities, information technology, tax, internal audit, accounting, finance, human resources and legal functions. The cost allocations associated with these services are based on estimates of the level of effort incurred or resources deployed on our behalf. The combined and consolidated financial statements included in this prospectus may differ from those previously reported in Compuware’s consolidated financial statements and may not reflect our results of operations, financial position and cash flows as if we had operated as a stand-alone company during all periods presented. Accordingly, our historical results should not be relied upon as an indicator of our future performance.

Under the JOBS Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards. Therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

On May 23, 2013, our board of directors approved and effected a 30-for-1 stock split. All share and per share information in this prospectus has been adjusted for all periods presented to reflect the effects of the stock split.

Key Metrics

In addition to generally accepted accounting principles in the United States of America, or U.S. GAAP, metrics such as total revenue, gross margin and cash flows from operations, we regularly review a number of other metrics to evaluate our business, measure our performance, identify trends affecting our business, allocate capital and make strategic decisions.

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Adjusted EBITDA

“Adjusted EBITDA” represents net income (loss) adjusted for income tax provision, depreciation, amortization of intangible assets, amounts incurred for capitalized internal software costs, stock compensation expense and other (income) expenses.

We believe that Adjusted EBITDA, when viewed with our results under U.S. GAAP and the accompanying reconciliations, provides additional information that is useful for evaluating our operating performance. Additionally, we believe that Adjusted EBITDA provides a more meaningful comparison of our operating results against those of other companies in our industry, as well as on a period-to-period basis, because it excludes certain non-cash charges, such as depreciation, amortization of intangible assets, amounts incurred for capitalized internal software costs, stock compensation and other income, as these items may not directly correlate to the underlying performance of our business operations. However, Adjusted EBITDA is not a measure of financial performance under U.S. GAAP and, accordingly, should not be considered as an alternative to net income (loss) as an indicator of operating performance.

The table below provides reconciliations between the non-U.S. GAAP financial measures discussed above to the comparable U.S. GAAP measures of operating profit:

	Years Ended March 31,
	2013			2012			2011
	(In thousands)
Net income (loss)	$	(5,648	)	$	(3,327	)	$	(1,275	)
Depreciation		1,226			1,327			1,304
Amortization of intangible assets		5,391			3,462			2,981
Income tax provision		98			57			132
EBITDA		1,067			1,519			3,142
Capitalized internal software costs		(13,579	)		(8,036	)		(2,911	)
Stock compensation		1,629			1,092			1,573
Less other income		0			0			750
Adjusted EBITDA	$	(10,883	)	$	(5,425	)	$	1,054

We capitalize a significant portion of our research and development costs and believe the amortization of capitalized software will increase in absolute dollars. Our total research and development costs incurred were $17.4 million, $9.4 million and $4.6 million during the years ended March 31, 2013, 2012 and 2011, respectively. Of our total research and development costs incurred, we capitalized 78%, 86% and 63% during the years ended March 31, 2013, 2012 and 2011.

Our amortization of intangible assets includes the amortization of capitalized software associated with our research and development costs, which has increased in absolute dollars and as a percentage of revenue. We expect this trend to continue in fiscal 2014 and have a negative impact on our gross profit and margin as reported under U.S. GAAP. In the future, we expect to capitalize a smaller portion of our research and development costs due to a recent change to the agile delivery methodology for platform enhancements.

As of March 31, 2013, unrecognized compensation cost related to Covisint stock options totaled approximately $24.7 million. This expense will become recognizable upon consummation of this offering or a change in control of Covisint. Approximately 84% of the expense relates to stock options that were modified; this expense will be recognized over the requisite service period beginning December 31, 2012 (the modification date) and ending on January 1 of the third calendar year following an initial public offering, with a cumulative catch-up in the period in which such offering occurs. Approximately 14% of the expense relates to stock options issued during March 2013; this expense will be recognized over the requisite service period beginning March 2013 and ending on the second anniversary of an initial public offering, presuming such offering occurs in calendar 2013, with a cumulative catch-up in the period in which such offering occurs. These expenses will be

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offset by a reduction in expense associated with cancellation of certain outstanding Compuware awards due to the occurrence of an initial public offering or change in control of the Company. We expect to incur net compensation expense of $6.1 million associated with these options and awards in the quarter in which this offering occurs. Please see Note 8 to our audited combined and consolidated financial statements included elsewhere in this prospectus for more information related to these options. All future stock compensation is expected to be granted in the form of Covisint stock awards and recorded as a non-cash expense.

Our other income pertains to a contingent consideration component included in our acquisition of DocSite that would have increased the DocSite purchase price up to an additional $1.0 million if pre-determined revenue targets for a specific product line were achieved by March 31, 2011. The fair value of the contingent consideration arrangement at the time of acquisition was $0.8 million. In fiscal 2011, the revenue target required for payment was not achieved and the $0.8 million liability was reversed and was reflected in “other income” within the combined and consolidated statements of comprehensive income.

Adjusted Gross Profit and Adjusted Gross Margin

Adjusted gross profit represents gross profit, adjusted for amortization of capitalized software associated with our research and development expense classified within cost of revenue as well as the stock based compensation associated with certain of our professional services and operations employees. Adjusted gross margin is adjusted gross profit as a percentage of revenue.

Capitalized software includes the costs of internally developed software technology and software technology purchased through acquisitions. We capitalize a significant portion of our research and development costs and believe the amortization of capitalized software will increase in absolute dollars. Our total research and development costs incurred were $17.4 million, $9.4 million and $4.6 million during the years ended March 31, 2013, 2012 and 2011, respectively. Of our total research and development costs incurred, we capitalized 78%, 86% and 63% during the years ended March 31, 2013, 2012 and 2011, respectively.

We believe that adjusted gross margin, when viewed with our results under U.S. GAAP and the accompanying reconciliations, provides additional information that is useful for evaluating our operating performance. Additionally, we believe that adjusted gross margin provides a more meaningful comparison of our operating results against those of other companies in our industry. We believe that including these costs in our results of operations results in a lack of comparability between our operating results and those of our peers in the industry, the majority of which do not have comparable amortization costs related to capitalized software. However, adjusted gross margin is not a measure of financial performance under U.S. GAAP and, accordingly, should not be considered as an alternative to gross margin as an indicator of operating performance.

In the periods presented, the amortization of capitalized software increased in absolute dollars and as a percentage of revenue. We expect this trend to continue in fiscal 2014 and to have a negative impact on our gross profit and margin as reported under U.S. GAAP. In the future, we expect to capitalize a smaller portion of our research and development costs due to a recent change to the agile delivery methodology for platform enhancements.

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The table below provides reconciliations between the non-U.S. GAAP financial measures discussed above to the comparable U.S. GAAP measures of gross profit:

	Years Ended March 31,
	2013			2012			2011
	(In thousands)
Gross profit	$	43,157		$	33,198		$	26,653
Gross margin		48	%		44	%		49	%
Adjustments:
Stock compensation expense—cost of revenue		6			5			111
% of total revenue		—	%		—	%		—	%
Cost of revenue—amortization of capitalized software		4,950			3,010			2,422
% of total revenue		5	%		4	%		4	%
Adjusted gross profit		48,113			36,213			29,186
Adjusted gross margin		53	%		48	%		54	%

New Annualized Subscription Revenue

Due to the nature of the subscription-based revenue model, a significant portion of the revenue we report in each quarter is generated from customer agreements entered into during previous periods. Therefore, since changes in business momentum are not immediately reflected in our results of operations, we look towards additional metrics such as new annualized subscription revenue that include recently added or expanded customer relationships to gauge progress within our business.

We define new annualized subscription revenue as the annualized value of new or incremental committed subscription revenue for new or renewed contracts signed within a given period. We calculate new annualized subscription revenue for each new contract signed within a given period by dividing the total committed subscription revenue by the number of months under contract and multiplying that figure by the lesser of twelve or the number of months included in the agreement. We then adjust this amount for any increase or decrease in committed subscription revenue under existing contracts renewed during that period.

In fiscal 2013, our new annualized subscription revenue increased 261% from fiscal 2012. We believe this increase, if it can be maintained and extended going forward, will contribute favorably to the amount and growth rate of subscription and support revenue in subsequent periods.

New annualized subscription revenue is presented in the table below:

	Years Ended March 31,
	2013		2012		2011
	(In thousands)
New annualized subscription revenue	$	15,155	$	4,195	$	5,680

Components of Our Results of Operations

Revenue

Our revenue is primarily comprised of fees related to subscription and support and services performed. Subscription and support revenue includes fees for access to our platform and for users, messages and end point connections such as suppliers or healthcare organizations. We also received $1.3 million, $1.3 million and $2.8 million of subscription and support revenue in the years ended March 31, 2013, 2012 and 2011, respectively, related to a U.S. federal government program called the Physician Quality Reporting System (PQRS), an incentive program designed to encourage reporting of healthcare quality measures by eligible professionals.

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PQRS revenue began in the year ended March 31, 2011, when we acquired DocSite, and has fluctuated from year to year due to changes in the incentive rate of the program. PQRS revenue is recognized as performed at the time of the annual submission to the government during our fourth quarter ending March 31.

Our services revenue is generated from implementation, solution deployment and on-boarding. Implementation services typically consist of user migration, content migration, branding and configuration to support customer-specific workflows. Our services engagements typically occur in phases and can vary from a few weeks to several months depending on the scope and complexity of the solution. Our customers may choose to do much of this work in-house, through a third party or with Covisint. We currently subcontract portions of our consulting engagements to third-party implementation partners, including Compuware, to supplement our staffing needs within this area of the business.

Services revenue in any quarter includes: revenue attributable to projects actively underway that have stand-alone value, as well as deferred revenue attributable to projects completed in past periods or the current quarter:

• Revenue attributable without deferral to projects actively underway is derived from implementation services, on-boarding services and services for which we have obtained evidence of stand-alone value. This includes revenue attributable to our operations in China that support implementation and data exchange services.

• Deferred revenue results from implementation and solution deployment services for which we have not obtained evidence of stand-alone value. Prior to fiscal 2012, we had not obtained evidence of stand-alone value for the majority of our implementation and solution deployment services. Revenue from these services was deferred and recognized over the longer of the committed term of the subscription agreement (generally one to five years) or the expected period over which the customer will receive benefit (generally five years). During fiscal 2012, we obtained evidence of stand-alone value for a significant portion of our implementation and solution deployment services, thereby reducing the proportion of revenue deferred. In the year ended March 31, 2013, we deferred approximately $3.5 million of services revenue and recognized approximately $10.7 million from deferred revenue.

We believe that the transition of our implementation and solution deployment services fees from predominantly deferred to predominantly recognized within the period delivered, which began in the year ended March 31, 2012, was essentially completed by March 31, 2013. As a result, the deferred services revenue balance, which was approximately $31 million on March 31, 2012, decreased to $23.7 million on March 31, 2013 and will decrease further as the deferred revenue from services projects which were previously deferred is amortized. The effect of this amortization in any period is to cause the services revenue recognized for each period to be greater than the value of services actually delivered during that period. We currently estimate that all of the deferred revenue related to services projects that occurred prior to establishing stand-alone value will be amortized by March 2017. After amortization is complete, the excess of services revenue recognized in a period over the value of services actually delivered in that period will diminish, affecting the percentage of services revenue to total revenue. The average of services revenue recognized to total revenue recognized for the three years ended March 31, 2013 is 30%.

Cost of Revenue

Our cost of revenue is primarily comprised of the cost of professional services provided by Compuware and other third-party contractors, salaries and personnel-related expenses related to our customer support, implementation, solution deployment, on-boarding and data center operations, depreciation and amortization expenses related to capitalized research and development, acquisitions and capital expenditures, third-party hosting fees, third-party software license fees and outside services related to our call center. As we transition personnel from Compuware to Covisint, we expect the decrease in expense related to Compuware and other third-party contractors to offset the increase in expense related to salaries and personnel. Where we have established third-party evidence of the stand-alone value of our services, we recognize expense with the

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associated revenue recognition as services are delivered. Costs associated with deferred services revenue are recognized ratably, generally over five years, beginning upon customer acceptance of the deliverable consistent with the associated revenue.

We expect that our cost of revenue in absolute dollars may increase in the future as we continue to support the implementation, configuration, hosting and support of new customers. We expect our cost of revenue may fluctuate as a percentage of total revenue due to growth of our services revenue, changes in the percentage of services recognized using the proportional performance method, the amount and timing of depreciation and amortization, changes in the amount of services performed by our customers or other vendors and the mix of subscription and support revenue relative to services revenue.

Research and Development

Research and development costs are primarily comprised of salaries and personnel-related expenses, services provided by Compuware and other third-party contractors related to software development, software license and hardware fees and depreciation and amortization related to acquisitions and capital expenditures. As part of our separation from our parent, most Compuware personnel providing such services to us transitioned to Covisint during the three months ended March 31, 2013 or were replaced with additions to our research and development staff. Compuware personnel represented approximately 20% and 30% of our research and development costs incurred during fiscal 2012 and 2013, respectively. As a result of the transition of personnel from Compuware to Covisint, we expect the decrease in expense related to Compuware and other third-party contractors to offset the increase in expense related to salaries and personnel.

We focus our research and development on new and expanded features of our platform and vertical-specific solutions. Since February 2010, when we implemented additional tracking related to the time spent on approved research and development projects, we have capitalized an increasing portion of our research and development costs. In the future, we expect to capitalize a smaller portion of our research and development costs as a result of a recent change to the agile delivery methodology for our platform enhancements, which is expected to result in significantly shorter development cycles thereby reducing our capitalized costs. Our capitalized research and development costs are amortized as a cost of revenue ratably over 60 months upon completion of the project. We expect our fiscal 2014 research and development costs incurred, as a percentage of revenue, to remain consistent with such costs incurred during fiscal 2013. We expect research and development costs expensed to increase in the future in both absolute dollars and as a percentage of revenue.

Sales and Marketing

Sales and marketing costs are primarily comprised of salaries and personnel-related expenses, commissions, travel expense, marketing program fees, services provided by Compuware and other third-party contractors related to our marketing campaigns and amortization related to customer relationship agreements acquired as a result of various acquisitions. We plan to invest further in sales and marketing to create brand awareness, expand the scope and scale of our global operations, develop our sales channel and increase revenue from existing customers. We expect sales and marketing costs to increase in the future in absolute dollars.

Administrative and General

Administrative and general costs are primarily comprised of the allocated costs related to the services provided by our parent Compuware for facilities, information technology, tax, internal audit, accounting, finance, human resources, legal and other services, as well as salaries and personnel-related expenses including stock and cash incentive compensation. We expect administrative and general costs to increase in the future in absolute dollars to support the expected growth of the business and due to the additional expense associated with being a publicly traded company.

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Income Taxes

Provision for income taxes is comprised of federal and state taxes in the United States as well as certain foreign tax jurisdictions. Income taxes are accounted for using the asset and liability approach. Deferred income taxes are provided for the differences between the tax bases of assets or liabilities and their reported amounts in the combined and consolidated financial statements and net operating loss carryforwards.

Agreements with Compuware

We have entered into certain agreements with Compuware relating to this offering and our relationship with Compuware after this offering, including with respect to employee benefits, intellectual property, registration rights, shared services, professional services and taxes. These agreements will not require any specified minimum payments to Compuware, but do include payment obligations and other financial commitments. See “Certain Relationships and Related Party Transactions—Relationship with Compuware—Agreements between Compuware and Us.”

Under the shared services agreement, Compuware will provide us with certain administrative, financial, legal, tax, insurance, facility, information technology and other services. In general, we will be charged for shared services based on a pro rata allocation of Compuware’s costs.

Pursuant to the Compuware services agreement, Compuware and its affiliates will provide professional services in support of our solutions, to the extent that we request them. We will compensate Compuware for these professional services on a case-by-case basis in accordance with rates to be mutually agreed upon. We do not expect a material change in the cost model related to this agreement.

Critical Accounting Policies

Basis of Presentation

The combined and consolidated financial statements included in this prospectus do not reflect any changes that may occur in our future financing and operations. The combined and consolidated financial statements have been prepared in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, group equity and the disclosure of contingencies at the applicable balance sheet date and the results of operations for all periods presented. While we have based our assumptions and estimates on the facts and circumstances existing at March 31, 2013, 2012 and 2011, final amounts may differ from estimates.

Effective January 1, 2013, Compuware contributed substantially all of the assets and liabilities related to the Covisint business to us. Prior to the contribution, we operated as a division within Compuware. The combined and consolidated financial statements reflect the assets, liabilities, revenue and expenses that were directly attributable to us as we operated within Compuware prior to the January 1, 2013 contribution of assets and liabilities and have been derived from the consolidated financial statements and accounting records of Compuware using the historical results of operations and historical basis of assets and liabilities for the Covisint operations of Compuware and as if the contribution had occurred at the commencement of Covisint operations. The historical financial results in the combined and consolidated financial statements may not be indicative of the results that would have been achieved had we operated as a separate, stand-alone entity.

Previously the “group equity” was shown in lieu of shareholder’s equity in the combined and consolidated financial statements. All significant transactions between Compuware and the Company were included in the combined and consolidated financial statements and were deemed settled in cash. The net effect of the settlement of these intercompany transactions is reflected in the combined and consolidated statements of cash flows as a financing activity and in the “group equity” in the combined and consolidated balance sheets. Since the January 1, 2013 contribution of the Covisint business to us, Compuware is providing Covisint with short-term, non-interest bearing operating cash advances until such time as Covisint has secured outside financing including

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an initial public offering or ceases to be a majority owned subsidiary of Compuware. The net effect of these intercompany transactions is reflected in the combined and consolidated statements of cash flows as financing activity and in “due to parent and affiliates” in the combined and consolidated balance sheets. The combined and consolidated financial statements include an allocation of certain corporate expenses including costs for facilities, information technology, tax, internal audit, accounting, finance, human resources, legal and executive management functions provided by Compuware. These allocations were primarily based on headcount, revenue and space occupied as a proportion of those in all Compuware operating units. We believe the allocations are reasonable. However, the expenses allocated to us for these services are not necessarily indicative of the expense that would have been incurred if we had been a separate, independent entity and had otherwise managed these functions. Corporate expenses charged to the Company totaled $10.8 million, $7.5 million and $6.2 million for the years ended March 31, 2013, 2012 and 2011, respectively. Corporate expenses charged to the Company are included in the “administrative and general” line item in the combined and consolidated statements of comprehensive income. The increase in cost from prior years is primarily due to costs associated with establishing Covisint as an independent entity. All such costs and expenses have, prior to the January 1, 2013 contribution of the Covisint business to us, been deemed to have been contributed by Compuware to us in the period in which the costs were recorded. Prior to January 1, 2013, allocations of current income taxes are deemed to have been remitted, in cash, to Compuware in the period the related income taxes were recorded. In connection with the contribution, Compuware and the Company have entered into a tax sharing agreement. Pursuant to this agreement the amount of taxes to be paid by us will be determined, subject to certain adjustments, as if we and each of our subsidiaries included in such Consolidated Group or Combined Group filed our own consolidated, combined, unitary or separate tax return. Amounts due to or from Compuware have been treated as capital transactions within group equity. We will reimburse Compuware, or be reimbursed by Compuware, for intercompany transactions subsequent to the January 1, 2013 contribution of assets and liabilities. These costs and expenses have been deemed advances and have been recorded within the due to parent and affiliates balance within the combined and consolidated balance sheet.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an “emerging growth company.” As an “emerging growth company,” we are electing to not take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards, and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to not take advantage of the extended transition period for complying with new or revised accounting standards is irrevocable. In addition, we are in the process of evaluating the benefits of relying on the other exemptions and reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, if as an “emerging growth company” we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the combined and consolidated financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we no longer meet the requirements of being an “emerging growth company,” upon the earlier of (i) the first fiscal year after our annual gross revenues are $1 billion or more, (ii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, and (iii) the date on which we are deemed to be a “large accelerated filer” as defined in the Exchange Act.

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Revenue Recognition

We derive revenue through contracts under which we provide customers services including access to and support of our platform, customer support and services related to implementation, solution deployment and on-boarding. The arrangements do not provide customers the right to take possession of the software at any time, nor do the arrangements contain rights of return. In order for a transaction to be eligible for revenue recognition, the following revenue criteria must be met: persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable, and collectability is reasonably assured.

Signed agreements and binding purchase orders are used as evidence of an arrangement. For customers where a purchase order is used as evidence of an arrangement, master terms and conditions exist that govern such arrangements. We assess likelihood of cash collectability based on a number of factors including past collection history with the customer. If we determine that collectability is not reasonably assured, we defer the revenue until collectability becomes reasonably assured, generally upon receipt of cash. We assess whether the fee is fixed and determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. Customers typically have the right to terminate their agreement if we fail to perform.

Many of our contracts include subscription fees for ongoing PaaS operations and a project (services) fee. For arrangements that contain multiple elements, in accordance with Accounting Standards Update (ASU) 605 “Revenue Recognition,” the arrangement consideration is allocated based on relative selling price using the following hierarchy: vendor specific objective evidence, or VSOE, which represents the price when sold separately, if available; third-party evidence if VSOE is not available; or best estimated selling price if neither VSOE nor third-party evidence is available. We are currently unable to establish VSOE or third-party evidence of selling price for our deliverables. Therefore, we determine our best estimate of selling price by evaluating renewal amounts included in a contract, if any, and estimated costs to deliver each element.

Our subscription and support fees are recognized ratably over the applicable service period. Revenue recognition commences on the later of the start date specified in the subscription arrangement, the launch date of the customer’s access to our production environment or when all of the revenue recognition criteria have been met. We consider delivery to have occurred on the launch date, which is the point in time that a customer is provided access to use our platform.

During the year ended March 31, 2012, we established evidence of stand-alone value (based on similar services provided by other vendors) for many of the services we perform. Prior to establishing evidence of stand-alone value for services, and for those projects that do not have stand-alone value, the revenue is deferred and recognized over the longer of the committed term of the subscription agreement (generally one to five years) or the expected period over which the customer will receive benefit (generally five years). Services fees that have stand-alone value are recognized as delivered generally using a proportional performance methodology based on dependable estimates of hours incurred and expected hours to complete since these services are primarily performed on a fixed fee basis. Hours or costs incurred represent a reasonable surrogate for output measures of contract performance, including the presentation of deliverables to the client; therefore, hours or costs incurred are used as the basis for revenue recognition. If it is determined that costs will exceed revenue, the expected loss is recorded at the time the loss becomes apparent. Revenue increased approximately $13 million and $11 million in fiscal 2013 and 2012, respectively, related to services which were recognized as delivered due to the establishment of stand-alone value for these services.

Deferred Costs

Deferred costs consist of the incremental direct personnel and outside contractor costs incurred in delivering implementation and solutions deployment services that do not have stand-alone value. Revenue from these services, as described above, is deferred and recognized over the longer of the committed term of the subscription agreement or the expected period over which the customer will receive benefit. Therefore, the costs are recognized over the same period as the associated revenue.

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Sales commission costs that directly relate to revenue transactions that are deferred are recorded as “prepaid expenses and other current assets” or non-current “other assets” as applicable in the combined and consolidated balance sheets and recognized as “sales and marketing” expenses in the combined and consolidated statements of comprehensive income over the revenue recognition period of the related transaction.

Deferred Revenue

Deferred revenue consists of the billed but unearned portion of existing contracts for subscription and services to be provided and is recognized when all of the revenue recognition criteria are met. We generally invoice our customers for subscription services in annual, quarterly or monthly installments. Contractual time periods often exceed the invoicing period, and, accordingly, the deferred revenue balance does not represent the total contract value of committed subscription agreements. The portion of deferred revenue that we anticipate will be recognized during the succeeding twelve-month period is recorded as current deferred revenue, and the remaining portion is recorded as non-current deferred revenue.

Cost of Revenue

Cost of revenue consists of compensation and related expenses for data center and services staff, payments to outside service providers, data center costs related to hosting our software and amortization of capitalized software.

Allowance for Doubtful Accounts

We consider historical loss experience, including the need to adjust for current conditions, the aging of outstanding accounts receivable and information available related to specific customers, when estimating the allowance for doubtful accounts. The allowance is reviewed and adjusted based on our best estimates of collectability.

Capitalized Software

Capitalized software includes the costs of internally developed software technology and software technology purchased through acquisitions and is stated at unamortized cost. Net purchased software included in capitalized software was $0.9 million, $1.5 million and $2.1 million as of March 31, 2013, 2012 and 2011, respectively. In the future, we expect to capitalize a smaller portion of our research and development costs as a result of a recent change to the agile delivery methodology for our platform enhancements, which is expected to result in significantly shorter development cycles thereby reducing our capitalized costs.

Capitalized and purchased software costs are amortized on a straight-line basis over the expected useful life of the software, which is generally five years. Amortization begins when the software technology is ready for its intended use. Amortization of capitalized software technology is recorded to the “cost of revenue” line item in the combined and consolidated statements of comprehensive income. Amortization expense totaled $4.9 million, $3.0 million and $2.4 million during the years ended March 31, 2013, 2012 and 2011, respectively.

Capitalized software is reviewed for impairment when events and circumstances indicate such asset may be impaired. If estimated future undiscounted cash flows are not sufficient to recover the carrying value of the capitalized software, an impairment charge is recorded in the amount by which the present value of future cash flows is less than the carrying value of these assets. We have not had any impairment charges related to capitalized software.

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Research and Development

For development costs related to our PaaS offering, we follow the guidance set forth in Accounting Standards Codification (ASC) 350-40 which requires companies to capitalize qualifying computer software costs, which are incurred during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Research and development costs include primarily the cost of programming personnel and amounted to $17.4 million, $9.4 million and $4.6 million for the years ended March 31, 2013, 2012 and 2011, respectively, of which $13.6 million, $8.0 million and $2.9 million, respectively, was capitalized for internally developed software technology.

Goodwill and Other Intangible Assets

We are required to assess goodwill and other intangible assets with indefinite lives for impairment annually, or more frequently if events or changes in circumstances indicate that the carrying value may exceed the fair value.

The performance test involves a two-step process. Step 1 of the impairment test involves comparing the fair value of the reporting unit with its aggregate carrying value, including goodwill. Application of the goodwill and other intangibles impairment test requires judgment, including the determination of the fair value of the reporting unit. The fair value of the reporting unit is estimated using a discounted cash flow model in combination with a market approach. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, estimation of market interest rates, determination of our weighted-average cost of capital and selection and application of peer groups. The key assumption in the market comparable value analysis is peer group selection. If the carrying amount of the reporting unit exceeds its fair value, the Company performs Step 2 of the goodwill and other intangibles impairment test to determine the amount of impairment loss by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. Under such evaluation, if the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, the impairment loss is recognized as an operating expense in an amount equal to that excess. There is a high degree of judgment regarding management’s forecast as market developments for both customers and competitors can affect actual results. There can also be uncertainty regarding management’s selection of peer companies as an exact match of peers is unlikely to exist.

The estimates used to calculate the fair value of the reporting unit change from year to year based on operating results, market conditions and estimated future cash flows. While we believe that the assumptions and estimates used to determine the estimated fair values of our reporting unit are reasonable, a change in assumptions underlying these estimates could materially affect the determination of fair value and goodwill impairment.

At March 31, 2013, the date of our last annual impairment test, we were not at risk of failing Step 1 of our goodwill and other intangibles impairment analysis since the estimated fair value of our single reporting unit was substantially in excess of its carrying value.

Income Taxes

Income taxes are presented on a separate return basis, even though the operating results of Covisint are included in the consolidated, combined or unitary income tax returns of Compuware. Income tax expense, deferred tax assets and liabilities and reserves for uncertain tax positions reflect management’s best assessment of estimated future taxes to be paid. We are subject to income taxes in both the U.S. and numerous foreign jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax expense.

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Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, we develop assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying business. Changes in estimates of projected future operating results or in assumptions regarding our ability to generate future taxable income during the periods in which temporary differences are deductible could result in significant changes to these tax liabilities and, therefore, to our net income.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a variety of jurisdictions across our global operations.

We recognize tax benefits from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.

We recognize tax liabilities in accordance with ASC 740 “Income Taxes” and we adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of such tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined.

For additional information regarding these matters, see Note 6 of the audited combined and consolidated financial statements appearing elsewhere in this prospectus.

Stock Compensation

Stock compensation expense is recognized, net of an estimated forfeiture rate on a straight-line basis over the requisite service period of the award.

Compuware Corporation Stock Compensation

Certain employees have been granted stock options in Compuware’s common stock. Compuware calculates the fair value of its stock option awards using the Black-Scholes option pricing model, which incorporates various assumptions including volatility, expected term, risk-free interest rates and dividend yields. The expected volatility assumption is based on historical volatility of Compuware’s common stock over the most recent period commensurate with the expected life of the stock option granted. Compuware uses historical volatility because management believes such volatility is representative of prospective trends. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected life of the stock option awarded. Historically, Compuware has used the simplified method to determine the expected life of stock options granted as described in Staff Accounting Bulletin “SAB” Topic 14, “Share-Based Payment,” and during fiscal 2013, it was determined that the exercise history of Compuware’s stock option participants was comparable to the expected life estimated using the simplified method. Historically, dividend yields have not been a factor in determining the fair value of Compuware stock options granted, as Compuware had never issued a cash dividend. However, in January 2013, the Compuware Board of Directors announced its intention to begin paying cash dividends totaling $0.50 per share annually to be paid quarterly beginning in fiscal 2014. For Compuware options granted after January 2013, a dividend assumption has been included in the fair value calculation to consider the future dividend payments.

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The following is the average fair value per share of Compuware stock compensation awards estimated on the date of grant and the assumptions used for each option granted to Compuware employees, including those providing services to Covisint, during the years ended March 31, 2013, 2012 and 2011:

	Years Ended March 31,
	2013(1)			2012			2011
Expected volatility		40.97	%		39.96	%		42.08	%
Risk-free interest rate		0.96	%		1.65	%		2.43	%
Expected lives at date of grant (in years)		6.3			5.8			6.1
Weighted-average fair value of the options granted	$	4.08		$	3.96		$	4.16

(1) Although a dividend assumption was included for options granted subsequent to January 1, 2013, the average dividend assumption had a minimal impact on options granted throughout fiscal 2013.

Covisint Corporation Stock Compensation

We calculate the fair value of our stock option awards using the Black-Scholes option pricing model, which incorporates various assumptions including volatility, expected term, risk-free interest rates and dividend yields. As we do not have historical stock price data, the expected volatility assumption is based on an average of the historical volatility of comparable companies. For competitors that have not been publicly traded long enough to have sufficient historical data, the volatility figures included in these companies’ most recent Form 10-Qs or Form 10-Ks were used. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected life of the stock option awarded. The expected life of the stock option is based on management’s best estimates considering the terms of the options granted. Dividend yields have not been a factor in determining fair value of stock options granted, as we have never issued cash dividends and do not anticipate issuing cash dividends in the future.

As our stock is not currently traded on a stock exchange, the exercise price at the date of grant is determined by calculating the estimated fair market value of our operations divided by the total shares outstanding, including outstanding stock options that have not yet vested. The fair market value of our operations is measured using an equal combination of the discounted cash flow and market comparable valuations and is discounted due to lack of marketability at the grant date. Previous valuation estimates placed a greater emphasis on the discounted cash flow model. The discounted cash flow model uses significant assumptions, including projected future cash flows, the discount rate reflecting the risk inherent in future cash flows and a terminal growth rate. The key assumptions in the market comparable value analysis are selection of peer group companies and application of these peer group companies’ data to our operations. These objective and subjective factors included, but were not limited to:

• our financial position and historical operating and financial performance as well as progress to date against planned budgets;

• our financial projections and future prospects;

• business conditions at the time;

• the fact that option grants involved illiquid securities of a private company; and

• the stock price performance of selected publicly held companies identified as being comparable to us.

The estimates used to calculate the fair value of our operations may change from year to year based on operating results, market conditions and estimated future cash flows. While we believe that the assumptions and estimates used to determine the estimated fair value of our operations are reasonable, a change in assumptions underlying these estimates could materially affect the determination of the fair value of the Covisint business, and could therefore materially impact the estimated fair value of a share of Covisint stock.

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The following is the average fair value per share estimated on the date of grant and the assumptions used for each Covisint option granted during the years ended March 31, 2013, 2012 and 2011:

	Years Ended March 31,
	2013			2012			2011
Expected volatility		53.64	%		54.85	%		58.85	%
Risk-free interest rate		1.02	%		1.41	%		3.13	%
Expected lives at date of grant (in years)		5.6			6.8			7.6
Weighted-average fair value of the options granted	$	4.47		$	3.40		$	1.50

On March 4, 2013, 810,000 options were granted to certain employees and non-employee directors of our company. These options utilized the fair value calculations as of December 31, 2012, since there had not been a significant change in expected future cash flows or in the market during the two months subsequent to the date of the valuation. The exercise price for such options ($6.77) was determined based on the estimated fair market value of the shares including a discount for lack of marketability as of the grant date. If an initial public offering occurs in 2013, the options will vest one-third upon the initial public offering, and one-third will vest on each of the first and second anniversary dates of the initial public offering. If an initial public offering occurs in 2014, two-thirds of the options will vest upon the initial public offering and one-third will vest on the first anniversary of the initial public offering. If an initial public offering occurs after January 1, 2015, all options will vest upon the initial public offering. All options become fully vested upon a change in control of Covisint. The non-employee director options expire 10 years after the grant date. The remaining options were granted to our employees and expire on August 26, 2015, if no offering or change in control has occurred prior to that date. The average fair value per option was $4.47 based on the following assumptions:

Expected volatility	53.64	%
Risk-free interest rate	1.02	%
Expected lives at date of grant (in years)	5.6

The average fair value per share includes the impact of the variance between the exercise price and the estimated fair value of the underlying shares in accordance with ASC 718 and totals $3.5 million, which will be recognized over the requisite service period beginning March 2013 and ending on the second anniversary of the initial public offering, presuming such offering occurs in calendar 2013, with a cumulative catch-up in the period such offering occurs.

One stock option award was made on February 13, 2012 in the amount of 52,500 shares and with an exercise price of $6.21 per share. The exercise price was based on an internally prepared fair market value estimate of our company utilizing a discounted cash flow model and an estimate based on market multiples.

As of March 31, 2013, 4,278,000 options were outstanding. These options will vest only if, prior to August 26, 2015, we complete an initial public offering or if there is a change in control of our company. We have determined that options granted prior to December 2012 may not satisfy certain requirements of Section 409A of the Code and, therefore, offered recipients of these options an amendment which provides for fixed exercise dates for options that are amended. We intend that this amendment will cure any failure of the options to comply with Section 409A of the Code without incurring penalties thereunder. In December 2012, 3,303,000 of the 3,558,000 then outstanding options, including the options granted February 13, 2012, were amended. The compensation cost associated with the amendments is based on the fair value of the modified award. Fair value of the underlying shares ($8.25) was determined by our board of directors, by utilizing both a discounted cash flow method and a market comparable method. The valuation requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, estimation of market interest rates, determination of our weighted average cost of capital and selection and application of peer

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groups. Both methods were equally weighted in the estimation of fair value. The fixed exercise dates are during the three calendar years following an initial public offering and extend the requisite service period for options which were so amended through January 1 of the third calendar year following an initial public offering. In connection with the modification of the options, we have also agreed to reimburse the option holders who have accepted the amendment for certain negative personal tax implications incurred as a result of any violation of Section 409A of the Code that may later be found to have occurred. Any such reimbursement would also include a tax gross-up, resulting in the net reimbursement equaling any penalties incurred based on Section 409A of the Code. Following is the average fair value per share estimated on the modification date and the assumptions used for the modification as of December 31, 2012:

	Original Grant Date
	Aug.-Dec. 2009			Apr. 2010			Jan. 2011			Feb. 2012
Exercise price	$	1.73		$	2.11		$	3.50		$	6.21
Expected volatility		40	%		40	%		40	%		40	%
Risk-free interest rate		0.36	%		0.36	%		0.36	%		0.36	%
Expected lives at date of modification (in years)		2.9			2.9			2.9			2.9
Weighted-average fair value of the modified options	$	6.55		$	6.19		$	4.96		$	3.13

The fair value of the Company has increased since the original grant dates primarily as a result of increased revenues since the original option grants were made as well as changes in market valuations. Revenues have increased approximately 125 percent since fiscal 2010, when the first options were granted and we expect revenues to continue to grow. Previous valuation estimates were more heavily weighted toward a discounted cash flow method, since a market transaction was not anticipated in the short term. The previous valuations used risk-adjusted discount rates ranging from 14.3% to 17.5%, which varied based on several factors including the Company’s size premium and fluctuations in the market. The Company’s most recent valuation, as of December 31, 2012, used a risk-adjusted discount rate of 16%. The Company has applied a non-marketability discount of 20% in each of its previous valuations, for purposes of establishing the exercise price of the options granted.

The individuals who received Covisint stock options prior to March 4, 2013 were also awarded performance-based share awards, or PSAs, from Compuware. As of March 31, 2013, there were approximately 592,000 PSAs outstanding that were granted to our employees and directors. These PSAs will vest only if we do not complete an initial public offering or a change in control transaction by August 25, 2015 and we meet a pre-defined revenue target for any four consecutive calendar quarters ending prior to August 26, 2015.

All Covisint options include performance criteria based on an offering or change in control of our company. Consummation of an offering is not deemed probable until it has been completed; therefore, no expense is currently being recognized for these options. If an initial public offering or change in control occurs prior to August 26, 2015, the PSAs granted to employees with Covisint stock options will be cancelled. As a result, expense will be recognized for the Covisint stock options over the requisite service period; however, all prior expense taken for the PSAs for employees with Covisint stock options ($2.7 million as of March 31, 2013) will be reversed. Presuming this offering becomes effective before June 30, 2013, compensation expense related to Covisint options, including those granted in March 2013, would be $6.1 million (net of a reversal of expense associated with the Compuware PSAs) for the quarter ended June 30, 2013, $9.3 million for the remainder of fiscal 2014, $5.0 million in fiscal 2015 and $1.6 million in fiscal 2016. The expense decreases as each tranche vests and becomes fully expensed.

Assuming the sale of common stock contemplated by this offering is consummated at $         per share, which is the midpoint of the range of the initial public offering prices listed on the cover page of this prospectus, the aggregate intrinsic values of options to purchase shares of our common stock outstanding as of the offering date would be $         million. Although it is possible that the completion of this offering will add value to the shares of our common stock because they will have increased liquidity and marketability, the amount of any additional value cannot be measured with precision or certainty.

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Please see Note 8 to the audited combined and consolidated financial statements included elsewhere in this prospectus for more information related to these options. All future stock compensation is expected to be granted in the form of Covisint stock awards and recorded as a non-cash expense.

Results of Operations

The following table is a summary of our combined and consolidated statements of comprehensive income data:

	Years Ended March 31,
	2013			2012			2011
	(In thousands)
Combined and Consolidated Statements of Comprehensive Income Data:
Subscription and support	$	56,978		$	49,153		$	44,970
Services		33,754			25,522			9,184
Total revenue		90,732			74,675			54,154
Cost of revenue(1)		47,575			41,477			27,501
Gross profit		43,157			33,198			26,653
Operating expenses:
Research and development(1)		3,799			1,341			1,687
Sales and marketing(1)		26,593			22,544			16,571
Administrative and general(1)		18,315			12,583			10,288
Total operating expenses		48,707			36,468			28,546
Income (loss) from operations		(5,550	)		(3,270	)		(1,893	)
Other income		0			0			750
Income (loss) from operations before income tax provision		(5,550	)		(3,270	)		(1,143	)
Income tax provision		98			57			132
Net income (loss)	$	(5,648	)	$	(3,327	)	$	(1,275	)

(1) As of March 31, 2013, all vested stock compensation was in the form of Compuware stock awards. All outstanding Covisint stock options include a performance condition based on the occurrence of an initial public offering or change in control of the Company. Therefore, stock compensation expense incurred through March 31, 2013 has related only to Compuware stock awards provided to Covisint employees. Upon consummation of this offering or a change in control of Covisint, we will begin to recognize $24.7 million of compensation expense related to Covisint options. Approximately 84% of the expense relates to stock options that were modified; this expense will be recognized over the requisite service period beginning December 31, 2012 (the modification date) and ending on January 1 of the third calendar year following an initial public offering, with a cumulative catch-up in the period in which such offering occurs. Approximately 14% of the expense relates to stock options issued during March 2013; this expense will be recognized over the requisite service period beginning March 2013 and ending on the second anniversary of an initial public offering, presuming such offering occurs in calendar 2013, with a cumulative catch-up in the period in which such offering occurs. These expenses will be offset by a reduction in expense associated with cancellation of certain outstanding Compuware awards due to the occurrence of an initial public offering or change in control of the Company. We expect to incur net compensation expense of $         million associated with these options and awards in the quarter in which this offering occurs. For more information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Stock Compensation—Covisint Corporation Stock Compensation”. All

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future stock compensation is expected to be granted in the form of Covisint stock awards and recorded as a non-cash expense. The statements above include stock compensation as follows:

	Years Ended March 31,
	2013		2012		2011
	(In thousands)
Stock compensation classified as:
Cost of revenue	$	6	$	5	$	111
Research and development		1		1		3
Sales and marketing		360		9		9
Administrative and general		1,262		1,077		1,450
Total stock compensation expense	$	1,629	$	1,092	$	1,573

(2) Please see Note 5 to our audited combined and consolidated financial statements for an explanation of the method used to calculate the historical net income (loss) per share attributable to common shareholders and the number of shares used in computation of the per share amounts.

The following table sets forth a summary of our combined and consolidated statement of comprehensive income as a percentage of our total revenue:

	Years Ended March 31,
	2013			2012			2011
Combined and Consolidated Statements of Comprehensive Income Data:
Subscription and support		63	%		66	%		83	%
Services		37			34			17
Total revenue		100			100			100
Cost of revenue(1)		52			56			51
Gross profit		48			44			49
Operating expenses:
Research and development(1)		4			2			3
Sales and marketing(1)		30			30			31
Administrative and general(1)		20			17			19
Total operating expenses		54			49			53
Income (loss) from operations		(6	)		(5	)		(4	)
Other income		0			0			1
Income (loss) from operations before for income tax provision		(6	)		(5	)		(3	)
Income tax provision		0			0			0
Net income (loss)		(6	)%		(5	)%		(3	)%

(1) As of March 31, 2013, all vested stock compensation was in the form of Compuware stock awards. All outstanding Covisint stock options include a performance condition based on the occurrence of an initial public offering or change in control of the Company. Therefore, stock compensation expense incurred through March 31, 2013 has related only to Compuware stock awards provided to Covisint employees. Upon consummation of this offering or a change in control of Covisint, we will begin to recognize $24.7 million of compensation expense related to Covisint options. Approximately 84% of the expense relates to stock options that were modified; this expense will be recognized over the requisite service period beginning December 31, 2012 (the modification date) and ending on January 1 of the third calendar year following an initial public offering, with a cumulative catch-up in the period in which such offering occurs. Approximately 14% of the expense relates to stock options issued during March 2013; this expense will be recognized over the requisite service period beginning March 2013 and ending on the second anniversary of an initial public offering, presuming such offering occurs in calendar 2013, with a cumulative catch-up in the period in which such offering occurs. These expenses will be offset by a reduction in expense associated with cancellation of certain outstanding Compuware awards due to the occurrence of an initial public offering or change in control of the Company. We expect to incur net compensation expense of $         million associated with these options and awards in the quarter in which this offering occurs. For more information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Stock Compensation—Covisint Corporation Stock Compensation”. All future stock compensation is expected to be granted in the form of Covisint stock awards and recorded as a non-cash expense.

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Years Ended March 31, 2013 and 2012

Revenue

Revenue derived from our subscription and support and services is presented in the table below:

	Year Ended March 31,				Period-to-Period Change
	2013		2012		$		%
	(In thousands)
Subscription and support	$	56,978	$	49,153	$	7,824		16	%
Services		33,754		25,522		8,232		32	%
Total revenue	$	90,732	$	74,675	$	16,057		22	%

Our total revenue increased due to increases in both our subscription and support revenue and our services revenue. Our increase in subscription and support revenue was primarily due to continued expansion with our automotive customers and growth in sales to new industry verticals. Of the increase in subscription and support revenue, approximately $8.6 million was due to increased revenue from existing customers. Additionally, there was approximately $1.2 million from sales to new customers. These increases were offset by a decline in revenue from customers that terminated or elected not to renew their agreements aggregating approximately $1.9 million, primarily as a result of the dissolution of a significant healthcare customer.

Our increase in services revenue was primarily due to establishing stand-alone value for an increasing proportion of the services we perform during the year ended March 31, 2013, which allowed us to recognize the related revenue as the services were delivered rather than over the expected customer life. Approximately $16.9 million and $11.8 million of services revenue in the years ended March 31, 2013 and 2012, respectively, was recognized as delivered due to establishing stand-alone value that would have historically been recognized ratably.

Cost of Revenue

Cost of revenue is presented in the table below:

	Year Ended March 31,						Period-to-Period Change
	2013			2012			$		%
	(In thousands)
Cost of revenue	$	47,575		$	41,477		$	6,098		15	%
Gross margin		48	%		44	%

Cost of revenue increased during the year ended March 31, 2013, as compared to the year ended March 31, 2012, primarily due to an increase in revenue including a greater percentage of services revenue. Our gross margin increased during the year ended March 31, 2013, as compared with the same period in 2012, due to our use of less costly resources to deliver our services as well as economies of scale gained on our infrastructure and hosting costs. We also capitalize a significant portion of our research and development costs. As a result, amortization of capitalized research and development costs and purchased software accounted for $4.9 million and $3.0 million of the cost of revenue during the years ended March 31, 2013 and 2012, respectively.

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Research and Development

Research and development costs incurred, expensed and capitalized are presented in the table below:

	Year Ended March 31,						Period-to-Period Change
	2013			2012			$			%
	(In thousands)
Research and development costs incurred	$	17,378		$	9,377		$	8,001			85	%
Capitalized internal software costs		(13,579	)		(8,036	)		(5,543	)		(69	)%
Research and development costs expensed	$	3,799		$	1,341		$	2,458			183	%
Percentage of total revenue:
Research and development costs incurred		19	%		13	%
Research and development costs expensed		4	%		2	%

Research and development costs incurred and expensed increased during the year ended March 31, 2013, as compared to the year ended March 31, 2012, primarily due to a $4.2 million increase in fees paid to Compuware and other third-party contractors for software development activities and a $3.7 million increase in salaries and personnel-related expenses. We capitalized $13.6 million and $8.0 million of research and development costs during fiscal 2013 and 2012, respectively.

Sales and Marketing

Sales and marketing costs are presented in the table below:

	Year Ended March 31,						Period-to-Period Change
	2013			2012			$		%
	(In thousands)
Sales and marketing	$	26,593		$	22,544		$	4,049		18	%
Percentage of total revenue		29	%		30	%

Sales and marketing costs increased during the year ended March 31, 2013, as compared to the year ended March 31, 2012, primarily due to a $1.6 million increase in salaries and personnel-related expenses resulting from an increase in the number of sales and marketing personnel, and a $0.9 million increase in marketing program fees.

Administrative and General

Administrative and general costs are presented in the table below:

	Year Ended March 31,						Period-to-Period Change
	2013			2012			$		%
	(In thousands)
Administrative and general	$	18,315		$	12,583		$	5,732		46	%
Percentage of total revenue		20	%		17	%

Administrative and general costs increased during the year ended March 31, 2013, as compared to the year ended March 31, 2012, primarily due to an increase of $3.3 million of allocated costs related to the services provided by our parent Compuware and the costs associated with the establishment of Covisint as an independent entity. We expect to continue incurring the cost associated with the services provided by Compuware in future periods. In addition, there was a $2.2 million increase in legal and audit fees related to the separation from our parent in preparation for this offering.

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Years Ended March 31, 2012 and 2011

Revenue

Revenue derived from our subscription and support and services is presented in the table below:

	Year Ended March 31,				Period-to-Period Change
	2012		2011		$		%
	(In thousands)
Subscription and support	$	49,153	$	44,970	$	4,183		9	%
Services		25,522		9,184		16,338		178	%
Total revenue	$	74,675	$	54,154	$	20,521		38	%

Our total revenue increased due to increases in both our subscription and support revenue and our services revenue. Subscription and support revenue increased primarily due to growth in sales of our solutions to automotive customers and new industry verticals. Of the increase in subscription and support revenue, approximately $6.3 million was due to increased revenue from existing customers and $3.1 million was due to new customers. These increases were offset by a decline in revenue from customers that terminated or elected not to renew their agreements during the last two fiscal years aggregating approximately $3.7 million and a $1.5 million reduction in PQRS revenue due to a decline in submissions, which we attribute to a change in the incentive rate of the program. We recognized subscription and support revenue related to our PQRS solution in the amount of $1.3 million and $2.8 million in the years ended March 31, 2012 and 2011, respectively.

Our services revenue increased during the year ended March 31, 2012, as compared to the year ended March 31, 2011, primarily due to establishing stand-alone value for certain services, which allowed us to recognize the related revenue as the services were delivered rather than over the expected customer life. During fiscal 2012, approximately $11.8 million of services revenue that historically would have been recognized ratably was recognized as delivered due to establishing stand-alone value. In addition, our services revenue increased due to several large services engagements with both new and existing customers during fiscal 2012.

Cost of Revenue

Cost of revenue is presented in the table below:

	Year Ended March 31,						Period-to-Period Change
	2012			2011			$		%
	(In thousands)
Cost of revenue	$	41,477		$	27,501		$	13,976		51	%
Gross margin		44	%		49	%

Cost of revenue increased during the year ended March 31, 2012, as compared to the year ended March 31, 2011, primarily related to the increase in revenue from our automotive customers. Cost increases include $9.3 million in fees paid to Compuware and other third-party contractors, $2.0 million in recognition of deferred costs related to deferred services revenue, $0.8 million in hosting and technology-related costs and $0.7 million in amortization of capitalized software and purchased software. These increases were offset by a decrease of $1.2 million in salaries and personnel-related expenses in connection with our customer support, implementation, solution deployment, on-boarding and data center operations. We also capitalize a significant portion of our research and development costs. As a result, amortization of capitalized software costs and purchased software accounted for $2.4 million and $1.7 million of cost of revenue during fiscal 2012 and 2011, respectively.

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Our gross margin was negatively impacted by the recognition of increased services revenues and the related expenses, as services fees typically have a lower margin than our subscription and support fees, as well as the $1.5 million decrease in PQRS revenue between fiscal 2011 and 2012.

Research and Development

Research and development costs incurred, expensed and capitalized are presented in the table below:

	Year Ended March 31,						Period-to-Period Change
	2012			2011			$			%
	(In thousands)
Research and development costs incurred	$	9,377		$	4,598		$	4,779			104	%
Capitalized internal software costs		(8,036	)		(2,911	)		(5,125	)		(176	)%
Research and development costs expensed	$	1,341		$	1,687		$	(346	)		(21	)%
Percentage of total revenue:
Research and development costs incurred		13	%		8	%
Research and development costs expensed		2	%		3	%

Research and development costs incurred increased during the year ended March 31, 2012, as compared to the year ended March 31, 2011, primarily due to a $3.7 million increase in fees paid to Compuware and other third-party contractors and a $1.1 million increase in salaries and personnel-related expenses during fiscal 2012, as a result of increased software development to support regulatory changes in the healthcare industry and entry into the energy industry.

Research and development costs expensed decreased during the year ended March 31, 2012, as compared to the year ended March 31, 2011, primarily due to increased capitalization as a result of additional tracking of time spent on approved research and development projects. We capitalized $8.0 million and $2.9 million of research and development costs during fiscal 2012 and 2011, respectively.

Sales and Marketing

Sales and marketing costs are presented in the table below:

	Year Ended March 31,						Period-to-Period Change
	2012			2011			$		%
	(In thousands)
Sales and marketing	$	22,544		$	16,571		$	5,973		36	%
Percentage of total revenue		30	%		31	%

Sales and marketing costs increased during the year ended March 31, 2012, as compared to the year ended March 31, 2011, primarily due to increased investment in sales personnel as we expanded in the healthcare market and into new vertical markets. With respect to our sales and marketing activities, we experienced an increase of $4.6 million in salaries and personnel-related expenses, $0.4 million in fees paid to Compuware and other third-party contractors, $0.4 million in travel costs, and $0.4 million in marketing costs.

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Administrative and General

Administrative and general costs are presented in the table below:

	Year Ended March 31,						Period-to-Period Change
	2012			2011			$		%
	(In thousands)
Administrative and general	$	12,583		$	10,288		$	2,295		22	%
Percentage of total revenue		17	%		19	%

Administrative and general costs increased during the year ended March 31, 2012, as compared to the year ended March 31, 2011, primarily due to a $1.3 million increase of allocated costs related to services provided by Compuware, a $0.4 million increase in salaries and personnel-related expenses and $0.3 million increase in legal and audit fees related to the separation from our parent.

Stock and cash incentive compensation included a $1.2 million charge during the quarter ended March 31, 2011 for the accumulation of stock compensation expense associated with performance-based stock awards for which the performance target became probable of being met during the quarter.

Quarterly Results of Operations

The following table presents our unaudited quarterly combined and consolidated statements of comprehensive income data for the eight quarters commencing with the quarter ended June 30, 2011 and ending with the quarter ended March 31, 2013. We have prepared the quarterly data on a consistent basis with the audited combined and consolidated financial statements included in this prospectus. The quarterly information should be read in conjunction with our other audited and unaudited combined and consolidated financial statements and related notes included elsewhere in this prospectus. Our quarterly results have varied in the past, and we believe that comparisons of our quarterly results of operations are not indicative of our future performance.

	Three Months Ended
	Mar 31, 2013		Dec 31, 2012		Sep 30, 2012		Jun 30, 2012		Mar 31, 2012		Dec 31, 2011		Sep 30, 2011		Jun 30, 2011
	(In thousands)
Combined and Consolidated Statements of Comprehensive Income:
Subscription and support	$	15,741	$	14,499	$	13,618	$	13,120	$	13,881	$	12,118	$	11,096	$	12,058
Professional services		9,971		9,302		6,988		7,493		7,552		6,582		6,141		5,247
Total revenue		25,712		23,801		20,606		20,613		21,433		18,700		17,237		17,305
Cost of revenue(1)		13,553		12,173		11,171		10,678		9,403		10,685		11,497		9,892
Gross profit		12,159		11,628		9,435		9,935		12,030		8,015		5,740		7,413
Operating expenses:
Research and development(1)		2,901		480		244		174		186		229		664		262
Sales and marketing(1)		8,089		6,510		6,482		5,512		5,853		5,592		5,991		5,108
Administrative and general(1)		4,448		4,787		4,964		4,116		3,365		3,072		3,071		3,075
Total operating expenses		15,438		11,777		11,690		9,802		9,404		8,893		9,726		8,445

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	Three Months Ended
	Mar 31, 2013			Dec 31, 2012			Sep 30, 2012			Jun 30, 2012		Mar 31, 2012			Dec 31, 2011			Sep 30, 2011			Jun 30, 2011
	(In thousands)
Income (loss) from operations before income tax provision		(3,279	)		(149	)		(2,255	)		133		2,626			(878	)		(3,986	)		(1,032	)
Income tax provision (benefit)		10			31			55			2		(190	)		29			322			(104	)
Net income (loss)	$	(3,289	)	$	(180	)	$	(2,310	)	$	131	$	2,816		$	(907	)	$	(4,308	)	$	(928	)

(1) As of March 31, 2013, all vested stock compensation was in the form of Compuware stock awards. All outstanding Covisint stock options include a performance condition based on the occurrence of an initial public offering or change in control of the Company. Therefore, stock compensation expense incurred through March 31, 2013 has related only to Compuware stock awards provided to Covisint employees. Upon consummation of this offering or a change in control of Covisint, we will begin to recognize $24.7 million of compensation expense related to Covisint options. Approximately 84% of the expense relates to stock options that were modified; this expense will be recognized over the requisite service period beginning December 31, 2012 (the modification date) and ending on January 1 of the third calendar year following an initial public offering, with a cumulative catch-up in the period in which the such offering occurs. Approximately 14% of the expense relates to stock options issued during March 2013; this expense will be recognized over the requisite service period beginning March 2013 and ending on the second anniversary of an initial public offering, presuming such offering occurs in calendar 2013, with a cumulative catch-up in the period in which such offering occurs. These expenses will be offset by a reduction in expense associated with cancellation of certain outstanding Compuware awards due to the occurrence of an initial public offering or change in control of the Company. We expect to incur net compensation expense of $         million associated with these options and awards in the quarter in which this offering occurs. For more information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Stock Compensation—Covisint Corporation Stock Compensation”. All future stock compensation is expected to be granted in the form of Covisint stock awards and recorded as a non-cash expense. The statements above include stock compensation as follows:

	Three Months Ended
	Mar 31, 2013		Dec 31, 2012		Sep 30, 2012		Jun 30, 2012		Mar 31, 2012			Dec 31, 2011		Sep 30, 2011		Jun 30, 2011
	(In thousands)
Stock awards compensation classified as:
Cost of revenue	$	4	$	1	$	1	$	—	$	1		$	2	$	1	$	1
Research and development		—		1		—		—		(1	)		1		1		—
Sales and marketing		240		52		43		25		4			5		1		(1	)
Administrative and general		280		342		343		297		290			113		380		294
Total stock awards compensation expense before income taxes	$	524	$	396	$	387	$	322	$	294		$	121	$	383	$	294

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The following table sets forth a summary of our quarterly combined and consolidated statement of comprehensive income data as a percentage of our total revenue:

	Three Months Ended
	Mar 31, 2013			Dec 31, 2012			Sep 30, 2012			Jun 30, 2012			Mar 31, 2012			Dec 31, 2011			Sep 30, 2011			Jun 30, 2011
Combined and Consolidated Statements of Comprehensive Income:
Subscription and support		61	%		61	%		66	%		64	%		65	%		65	%		64	%		70	%
Professional services		39			39			34			36			35			35			36			30
Total revenue		100			100			100			100			100			100			100			100
Cost of revenue		53			51			54			52			44			57			67			57
Gross profit		47			49			46			48			56			43			33			43
Operating expenses:
Research and development		11			2			1			1			1			1			4			2
Sales and marketing		32			27			31			27			27			30			35			30
Administrative and general		17			20			24			20			16			16			18			18
Total operating expenses		60			49			57			48			44			48			56			49
Income (loss) from operations before income tax provision		(13	)		(1	)		(11	)		1			12			(5	)		(23	)		(6	)
Income tax provision (benefit)		0			0			0			0			(1	)		0			2			(1	)
Net income (loss)		(13	)%		(1	)%		(11	)%		1	%		13	%		(5	)%		(25	)%		(5	)%

(1) As of March 31, 2013, all vested stock compensation was in the form of Compuware stock awards. All outstanding Covisint stock options include a performance condition based on the occurrence of an initial public offering or change in control of the Company. Therefore, stock compensation expense incurred through March 31, 2013 has related only to Compuware stock awards provided to Covisint employees. Upon consummation of this offering or a change in control of Covisint, we will begin to recognize $24.7 million of compensation expense related to Covisint options. Approximately 84% of the expense relates to stock options that were modified; this expense will be recognized over the requisite service period beginning December 31, 2012 (the modification date) and ending on January 1 of the third calendar year following an initial public offering, with a cumulative catch-up in the period in which such offering occurs. Approximately 14% of the expense relates to stock options issued during March 2013; this expense will be recognized over the requisite service period beginning March 2013 and ending on the second anniversary of an initial public offering, presuming such offering occurs in calendar 2013, with a cumulative catch-up in the period in which such offering occurs. These expenses will be offset by a reduction in expense associated with cancellation of certain outstanding Compuware awards due to the occurrence of an initial public offering or change in control of the Company. We expect to incur net compensation expense of $         million associated with these options and awards in the quarter in which this offering occurs. For more information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Stock Compensation—Covisint Corporation Stock Compensation”. All future stock compensation is expected to be granted in the form of Covisint stock awards and recorded as a non-cash expense.

Our subscription and support revenue increased sequentially in all quarters shown except for the quarters ended September 30, 2011 and June 30, 2012. The sequential decrease in the quarter ended June 30, 2012 was due to the annual recognition of subscription and support revenue related to our PQRS offering, which occurs only during our fourth quarter. PQRS revenue accounted for $1.3 million in the quarters ended March 31, 2012 and 2013. The sequential decrease in the quarter ended September 30, 2011 was primarily due to cancellation of a significant healthcare customer contract.

Our gross margins have fluctuated during these periods as we established third-party evidence of the stand-alone value of our professional services and recognized expense consistent with the associated revenue recognition. Our gross margins were positively impacted by the recognition during the three months ended March 31, 2012 and 2013 of $1.3 million in PQRS revenue, which has limited associated cost. Our cost of revenue includes project write-downs in the amount of $0.8 million and $0.3 million during the quarters ended

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September 30, 2011 and December 31, 2011, respectively. Our cost of revenues decreased due to a $1.0 million adjustment to the amortization of our capitalized research and development costs during the quarter ended March 31, 2012. Our cost of revenue declined as a percentage of revenue during fiscal 2013 as we realized economies of scale related to our subscription and support revenue, offset by an increase in the amortization of our capitalized research and development costs.

We allocate personnel to either cost of revenue or research and development based on demand and the expertise of our personnel. Research and development costs fluctuate due to the number and cost of the personnel dedicated to research and development as well as the percentage of total research and development costs that is capitalized in a given quarter. Sales and marketing costs have remained relatively flat but fluctuate primarily due to commissions, which coincide with customer invoicing and payment, as well as quarterly changes in costs associated with our marketing programs. Administrative and general costs increased in fiscal 2013 due to allocated costs related to the services provided by Compuware resulting from costs associated with the establishment of Covisint as an independent entity as well as legal and audit fees related to the separation from our parent in preparation for this offering.

Liquidity and Capital Resources

Prior to January 1, 2013 we financed our operations through our parent, Compuware. Since the January 1, 2013 contribution of the Covisint business to us, Compuware provided us with $7.6 million, and will continue to provide us with operating cash via short term non-interest bearing advances, until we secure outside financing. We do not expect to continue financing our operations through Compuware after receiving the proceeds of this offering.

We estimate that our net proceeds from this offering will be approximately $         million ($         million if the underwriters exercise in full their over-allotment option), based on the assumed initial public offering price of $         per share (the midpoint of the range set forth on the cover page of this prospectus). Although we have no current specific plans with respect to the allocation of the net proceeds of this offering, for the next year, assuming we engage in no acquisitions, we intend to use approximately $         to $         of such net proceeds, together with the cash generated from operations, to fund our current operations, repay short-term intercompany payables owed to our parent, Compuware, subsequent to its contribution of assets and liabilities to us as of January 1, 2013 in the amount of $        , implement our growth strategies and fund capital expenditures. While we may pursue the acquisition of companies with complementary products and technologies that we believe will enhance our suite of offerings, we do not have agreements or commitments for any specific acquisitions at this time. We expect the cash generated from operations and the net proceeds of this offering will be sufficient to meet our working capital needs and support general corporate purposes for at least the twelve months from March 31, 2013.

In summary, our cash flows were:

	Years Ended March 31,
	2013			2012			2011
		(In thousands)
Combined and Consolidated Statement of Cash Flows Data:
Net cash provided by (used in) operating activities	$	(5,202	)	$	543		$	12,239
Net cash used in investing activities		(14,525	)		(10,408	)		(19,696	)
Net cash provided by financing activities		20,705			9,865			7,457
Net change in cash	$	966		$	0		$	0

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Cash Flows from Operating Activities

Cash provided by operating activities decreased in the year ended March 31, 2013, as compared to the year ended March 31, 2012, primarily as a result of a $12.5 million decline due to the net change in deferred revenue and a $2.3 million increase in net loss, offset by a $6.6 million increase due to the net change in prepaid expense and other assets. Cash provided by operating activities decreased in the year ended March 31, 2012, as compared to the year ended March 31, 2011, primarily as a result of the $8.6 million decline due to the net change in accounts receivable, the $5.5 million decline due to the net change in deferred revenue, and a $2.1 million increase in net loss, offset by the $4.7 million increase due to the net change in prepaid expense and other assets. The increase in accounts receivable was primarily due to several large invoices related to our services that were billed during the quarter ended March 31, 2012. The increase in both deferred costs, which is included in prepaid expense and other assets, and deferred revenue occurred at a slower rate in the years ended March 31, 2013 and 2012 than in prior years, as we established evidence of the stand-alone value for our services and recognized expense with the associated revenue as services were delivered.

Cash Flows from Investing Activities

Cash used in investing activities typically consists of the purchase of property and equipment associated with our infrastructure and the capitalization of research and development costs related to expanding our cloud-based platform.

Cash used in investing activities increased in the year ended March 31, 2013, as compared with the same period in 2012, primarily due to a $5.5 million increase in cash paid for capitalized research and development. Cash used in investing activities decreased in the year ended March 31, 2012, as compared with the same period in 2011, primarily due to the use of $15.7 million for the acquisition of DocSite during the year ended March 31, 2011, offset by a $5.1 million increase in capitalized research and development during the year ended March 31, 2012.

Cash Flows from Financing Activities

Prior to January 1, 2013, as an operating unit within Compuware, we have not maintained separate cash accounts. All cash receipts and payments are netted within financing activities and reported as “Net investment from Parent.” Cash provided by financing activities increased from $9.9 million in the year ended March 31, 2012 to $20.7 million in the year ended March 31, 2013. Since the January 1, 2013 contribution of the business, all significant transactions between Compuware and us were included in the combined and consolidated financial statements and were deemed settled in cash. The net effect of the settlement of these intercompany transactions is reflected in the combined and consolidated statements of cash flows as a financing activity.

Recently Issued Accounting Pronouncements

New accounting guidance that we have recently adopted, as well as accounting guidance that has been recently issued, but not yet adopted by us, will not significantly affect our results. The related accounting pronouncements are included in Note 1 of our audited combined and consolidated financial statements appearing elsewhere in this prospectus.

Contractual Obligations

We are party to a hosting agreement with Savvis that, as of March 31, 2013, will require aggregate minimum payments of $2.0 million prior to its expiration in December 2013, unless earlier terminated. Total payments under this agreement were approximately $5.0 million, $4.6 million and $4.5 million for the years ended March 31, 2013, 2012 and 2011, respectively. We have no other fixed contractual payment obligations, including long term debt, capital leases, operating leases, purchase obligations or other long term liabilities. We

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have entered into certain agreements with Compuware relating to this offering and our relationship with Compuware after this offering, including with respect to employee benefits, intellectual property, registration rights, shared services, professional services and tax. These agreements will not require any specified minimum payments to Compuware. See “Certain Relationships and Related Party Transactions—Relationship with Compuware—Agreements between Compuware and Us.”

Off-Balance Sheet Arrangements

We currently do not have any off balance sheet or non-consolidated special purpose entity arrangements as defined by the applicable SEC rules.

Quantitative and Qualitative Disclosure about Market Risk

We are exposed primarily to market risks associated with foreign currency exchange rates. We do not use derivative financial instruments or forward foreign exchange contracts for investment, speculative or trading purposes. We believe our foreign currency risk is minimal as 85% and 86% of our revenue in the years ended March 31, 2013 and 2012, respectively, was based in U.S. dollars and we have no long-term assets or liabilities in foreign currencies. We do not have a material exposure to market risk with respect to investments.

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BUSINESS

Overview

Covisint provides a leading cloud engagement platform for enabling organizations to securely connect, engage and collaborate with large, distributed communities of customers, business partners and suppliers. Our platform allows global organizations with complex external business relationships to create, streamline and automate external mission-critical business processes that involve the secure exchange of and access to critical information from multiple sources. Our customers deploy our platform to deliver on current and new business initiatives, enhance competitiveness, create new revenue opportunities, increase customer retention and lower operating costs. We have been recognized as a leader in the emerging cloud engagement market due to our market share, technical capabilities and history of successful deployments.

Our cloud engagement platform is offered as a service, commonly referred to as Platform-as-a-Service (PaaS), and combines robust, cloud-based identity management, portal, data exchange, integration and application development capabilities. Our platform integrates with on-premise and hosted enterprise systems, as well as other cloud-based data sources, and can be deployed quickly, scaled to millions of users, and configured to address our customers’ specific organizational requirements, including workflows, content and branding.

We deliver our platform through industry-specific solutions that address external mission-critical business processes common to companies across our target industries. To date, we have focused our solutions on the global automotive, healthcare and energy industries, in which the secure sharing of complex and distributed data is of particular importance. We are actively working to expand our platform to a wide range of industries which we believe have a significant opportunity to leverage our platform to enable external mission-critical business processes and to improve collaboration with external parties such as customers, business partners and suppliers.

We sell our solutions through our direct sales force and increasingly through channel partners, including system integrators, value-added resellers and other organizations. We have over 3,000 customers that have deployed our platform to connect to over 80,000 of their customers, business partners and suppliers. This allows more than 18 million users to access the mission-critical applications and information provided by our customers. Our customers include approximately 150 core platform customers, which represented 93% and 91% of our total revenue for the years ended March 31, 2013 and 2012, respectively, including 33% and 35% of our total revenue for such periods from our largest core platform customer, General Motors. Our other core platform customers include (listed alphabetically): AT&T, Blue Cross Blue Shield Association, Blue Cross Blue Shield of North Carolina, Daimler AG, Detroit Medical Center and the Vermont Blueprint for Health.

For the years ended March 31, 2013, 2012 and 2011, our total revenue was $90.7 million, $74.7 million and $54.2 million, respectively, our net loss was $5.6 million, $3.3 million and $1.3 million, respectively, and our Adjusted EBITDA was $(10.9) million, $(5.4) million and $1.1 million, respectively. Adjusted EBITDA is a non-GAAP financial measure. For a definition of Adjusted EBITDA, an explanation of our management’s use of this measure and a reconciliation of our Adjusted EBITDA to our net income, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics.”

Our History

Our predecessor, Covisint LLC, was founded in February 2000 by a consortium of global automotive manufacturers to improve their ability to collaborate and transact with thousands of suppliers worldwide and reduce the cost of procuring components and materials. The consortium made a significant investment in the development of a robust, highly-secure cloud-based business-to-business network for automotive supply chains that included messaging, portal and web services technology. In March 2004, Compuware purchased substantially all of the assets of Covisint LLC including its name and messaging, portal and web services technology. As an operating division of Compuware, Covisint has extended the platform through continual

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investment and innovation, which has enabled Covisint to expand the platform to other industries with complex external business relationships, like healthcare and energy, as well as expand its range of applications within the auto industry.

Industry Background

Cloud computing is evolving to enable more complex business processes

The emergence of cloud computing over the past decade is leading to a fundamental transformation of organizations and their IT environments. Cloud computing services are provided over the Internet and typically take advantage of shared, centralized resources, which allow users to benefit from the economies of scale implicit in the business model. As a result of the many benefits of cloud computing, organizations are increasingly adopting cloud computing services. According to Forrester Research, the worldwide cloud computing market is expected to grow from $61 billion in 2012 to more than $241 billion by 2020.

As cloud computing has become more widely adopted, organizations have begun to appreciate the new ways in which it enables them to interact and engage with external parties. In particular, organizations in many industries are seeking to use cloud-based technologies to streamline and automate complex, information-intensive business processes, and to implement external engagement models, such as health information exchanges, which involve the integration of data from disparate sources and the exchange of and access to sensitive information, such as private patient information, across business communities, organizations and systems. We believe organizations in a wide range of industries have a significant opportunity to leverage cloud computing to enable external mission-critical business processes and to improve collaboration with external parties including customers, business partners and suppliers.

Organizations are transforming the way they interact with their external constituents

The evolution in cloud computing is accelerating a number of dramatic changes in the way that organizations interact with their customers, business partners, suppliers and other external constituents. To survive and succeed in today’s highly-dynamic and competitive environment, organizations need to provide broad and secure access to and the ability to exchange critical business information, such as healthcare records, among their external constituents. Some of the most significant trends driving this transformation include:

Rapidly changing end-user behavior and expectations for cloud-based collaboration and information exchange. The increasing adoption of online tools in everyday life is fundamentally changing consumer behavior and creating expectations within organizations for similar capabilities. Individuals who recognize the benefits of easy-to-use, cloud-based collaboration from experiences in their personal lives now expect to see similar efficient collaboration in their business processes. This preference by individuals, in their roles as employees, customers, business partners and suppliers, is driving demand for cloud-based secure information exchange and business collaboration tools.

Increased demand for secure system and data integration across organizational boundaries. The need to improve and accelerate business performance is leading to a significant increase in the flow of sensitive digital information beyond traditional organizational boundaries. Organizations that operate as part of globally distributed value chains that often consist of an extensive network of customers, business partners and suppliers are actively seeking ways to improve the ability to share data and information within these networks. This raises new challenges for standardizing and integrating data in a secure manner across systems and organizations.

Competitive pressures for timely, innovative external engagement processes. The current business environment requires organizations to capitalize quickly on new opportunities to strengthen their relationships with their customers and improve their competitiveness. The complexity of secure information sharing to make this type of opportunity possible requires technology and domain expertise that is not readily available within most organizations.

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Cloud-based business processes are becoming fundamental to organizations’ business models. Organizations are increasingly using cloud-based processes to streamline and automate their core, external-facing operations and in many cases to enable entirely new business models. These cloud-based solutions require a high degree of security, reliability and scalability.

Industry-specific trends are driving additional demand

In certain industries, the need for secure information exchange and collaboration across organizations is being compounded by unique vertical-specific trends:

Automotive. There has been a significant shift in how automotive manufacturers connect with and reach customers. Manufacturers are seeking to provide enhanced information experiences for the new “connected consumer” through a variety of access points, including in-vehicle systems, websites and mobile devices. The number of these “connected vehicles” being manufactured by automakers is rapidly growing; Secured by Design Ltd. predicts that by 2015 over 30 million new vehicles will have the ability to connect to the Internet. The availability of features such as telematics and in-vehicle entertainment systems creates a need for secure authentication of users to multiple third-party applications and services, such as Internet radio and location-based information services. These services reside in many different locations, and, in order to deliver the features of connected vehicles that consumers and automakers demand, drives increasing needs for cloud-based identification, authentication and network security.

Additionally, the highly-integrated, global and distributed nature of the automotive supply chain makes immediate and continuous visibility into the entire supply chain particularly critical for conducting business and managing risk. Recent events, such as the 2011 tsunami in Japan that brought production to a halt for several automotive manufacturers, have highlighted the significance of real-time insights into the entire supply chain and the ability to dynamically adapt to changing conditions. Vendors across the automotive industry, including dealers, financing sources and automakers, are utilizing the cloud to share information and streamline business processes across global supply chain boundaries.

Healthcare. One of the primary healthcare reform initiatives designed to reduce healthcare costs and improve patient care and overall population health is a new reimbursement model that is driving the shift from fee-for-service to outcomes-based care delivery. This “accountable care” model requires the primary stakeholders—physicians, hospitals and payers—to be jointly accountable for the overall cost and quality of care and share digital information and coordinate patient care in order to reduce healthcare costs.

Private and publicly funded health information exchange initiatives, which make healthcare information available electronically among providers and payers within a community, are playing an important role in driving the information sharing and collaboration that are required for accountable care initiatives to succeed. The cloud is being used for aggregating, sharing and analyzing patient information from various systems and facilities and making that information available to provide a comprehensive view of a patient’s history and condition, which can eliminate redundant testing, reduce errors in care delivery and improve overall quality of care.

Energy. The global energy industry is geographically dispersed and requires significant information sharing, communication and data protection. The energy industry includes a large number of joint ventures that require the sharing of critical geological, operational and financial information among a large distributed network of organizations, including joint venture partners, who are often competitors, and outside contractors. This requires making information available to and enabling collaboration among this widely distributed network of constituents with appropriate identity management and access limitations.

Other Industries. Organizations in many industries, such as financial services and the public sector, face similar challenges in connecting with external audiences. We believe a wide variety of organizations globally will benefit from using cloud-based technologies to meet their need to collaborate with customers, business partners and suppliers.

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Customer requirements are extensive and challenging

The requirements for enabling cloud-based, mission-critical business processes among thousands and potentially millions of external constituents are extensive and challenging. These requirements typically include:

Security. Organizations require the ability to make sensitive information easily accessible to large populations of users through a wide range of devices. The dynamic nature of distributed communities of customers, business partners and suppliers creates the need for organizations to control, streamline and automate the process of enabling and disabling access to critical information and validating user identities.

Integration. Organizations must be able to seamlessly integrate with a wide variety of information systems. Critical information resides across multiple organizations both on premise and in the cloud and in disparate data formats.

Flexibility. To respond to rapidly-evolving business demands and opportunities, organizations seek high-quality solutions that can be quickly implemented and broadly adopted. Rapid deployment of solutions is a critical success factor in bringing new initiatives to market. Organizations must move with speed and agility in order to capitalize on rapidly evolving business opportunities.

Reliability. Organizations require enterprise-grade reliability to bring mission-critical business initiatives to market, and anything less jeopardizes an organization’s ability to remain competitive. Solutions are measured within organizations in terms of ready accessibility to fulfill dynamic requirements on an as needed basis.

Compliance. Private and confidential data is subject to a growing number of regulations governing the tracking and auditing of, and access to, information. These regulations include the Sarbanes-Oxley Act and the Health Insurance Portability and Accountability Act. Governmental requirements and internal organizational policies and controls are creating the need for secure, auditable and compliant processes as well as process management and collaboration.

Currently available technologies are insufficient

We believe that, while portions of these requirements can be addressed by a variety of different technologies, there is no comprehensive solution in the market today to address all of these requirements. Existing technologies include internally developed applications, custom-built applications developed by systems integrators, point technologies, industry-specific applications and emerging Platform-as-a-Service offerings.

We believe that Platform-as-a-Service offerings are best suited to address all of the unique requirements of delivering external mission-critical business processes due to their combination of robust infrastructure and flexibility to meet a wide range of specific business requirements. According to IDC, the global Platform-as-a-Service market is expected to grow from $3.8 billion in 2012 to $9.1 billion by 2015, representing a CAGR of 34%. We believe that there is a significant market need today for a Platform-as-a-Service offering that combines security, scalability, rapid deployment, ease-of-use and deep industry-specific expertise.

Our Solution

Covisint provides a comprehensive and integrated cloud platform that allows organizations to securely connect, engage, and collaborate with their extended enterprise of customers, business partners, suppliers and other external parties. Our platform consists of a suite of cloud-based technologies for creating highly-secure solutions that streamline and automate external mission-critical business processes between our customers and their key external constituents. Our solutions are typically deployed to enable the exchange of and access to critical information.

We market industry solutions that we believe address the most significant external challenges for organizations in a wide range of industries. Our solutions are designed for large, global organizations with

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complex external business relationships and highly-secure external business processes. These solutions are highly-scalable and flexible to meet the specific needs of our customers, including workflow, content and branding. The key benefits of our solutions for our customers include:

• Secure access to critical information. Our platform provides simple, secure access to mission-critical information and applications at the moment of engagement through a common, branded interface; enabling secure, reliable communication and collaboration with key external audiences including customers, business partners and suppliers. Our cloud identity services layer enables organizations to simply and securely manage user identities across virtually any combination of customers, business partners, suppliers, external systems, cloud services and end-user groups. Our technology provides organizations with a centralized identity and access management platform for managing access to organizational information and applications for external constituents through a single, secure identity.

• Comprehensive data integration. Our platform integrates with our customers’ existing enterprise systems, as well as with the systems and business processes of their customers, business partners, suppliers and other third parties, to provide a unified source of critical information.

• Speed and agility. Our platform enables the rapid creation and deployment of new mission-critical business processes that can be configured to meet customer and industry-specific business requirements in order to support the development of timely new business models.

• Mission-critical scalability and reliability. Our platform provides a high degree of scalability to support large transaction volumes, while maintaining the highest levels of performance and uptime required to support mission-critical processes.

• Compliance. Our platform assists our customers with meeting regulatory compliance obligations governing access to, and sharing of, private and confidential information.

Our Growth Strategies

We intend to extend our position as a leading cloud-based engagement platform for creating and enabling external mission-critical business processes. Our key growth strategies include:

• Continued innovation and enhancement of our platform. We believe the comprehensive nature of our platform provides us with significant competitive advantages, particularly as it relates to addressing the unique security, identity and access management, data exchange and compliance needs of large scale external engagement models. We intend to continue investing in research and development to expand the functionality and capabilities of our platform, particularly in mobility, analytics and our AppCloud^® solution developer community, and to develop additional industry vertical solutions that will create new entry points with customers. We may also pursue acquisitions of complementary businesses or technologies to accelerate these initiatives.

• Expand within our current customer base. We believe there is a significant opportunity to expand the adoption of our platform within our current customer base by selling additional business solutions and expanding usage of already-deployed solutions. As our core customers derive value from our platform, they are able to expand their use of our platform from a single business initiative within a specific business unit or geography to new business initiatives. We intend to leverage our high customer satisfaction rates to increase the use of our already-deployed solutions to these customers and to cross-sell new solutions addressing additional external business relationships.

• Acquire new customers. We believe most organizations use inadequate technology to engage with external audiences and that there is rapidly growing awareness of the benefits of cloud deployment models. We intend to capitalize on these trends and expand our customer base by leveraging our established position in our existing markets, hiring additional sales and marketing personnel and by developing and expanding strategic relationships with channel partners. Our platform is global and is currently used to support the international operations of customers. We intend to continually grow our sales internationally by expanding our direct sales force and strategic alliances outside our principal geographic markets.

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• Penetrate new vertical markets. While to date we have focused our efforts on the automotive, healthcare and energy markets, we believe our comprehensive technology platform is applicable to a wide range of industries that face similar business challenges in engaging externally. Our expansion into the healthcare vertical, beginning in 2006, and our more recent initial success in the energy vertical demonstrate our ability to apply our technology to and develop industry-specific solutions for organizations in new verticals. We intend to leverage our core platform technology along with our experience and proven customer success within our principal markets to enter into new vertical markets, such as financial services and the public sector, that have similar characteristics and business challenges.

• Expand channels and strategic alliances. We are developing strategic alliances that we believe will improve our access to and ability to support new vertical and geographic markets and prospective customers. We intend to invest in developing and expanding strategic alliances with resellers, managed services providers, telecommunication service providers, systems integrators and independent software vendors in order to complement our direct selling efforts and extend our market reach.

Our Cloud Engagement Platform

The Covisint platform is a robust, highly-scalable set of technology services. The platform has been successfully deployed for over 11 years and provides a secure framework for delivering solutions and applications that streamline and automate external mission-critical business processes. We deliver our platform through industry-specific solutions that address certain external mission-critical business processes involving customers, business partners, and suppliers and can be further configured to address our customers’ specific business requirements. Our platform fills the need for external collaboration and information sharing solutions with the highest level of security and scalability.

Our customers typically use our platform to provide a single identity to users, including their customers, business partners and suppliers, enabling these users to access highly-secure, mission-critical information and applications from a wide variety of integrated data sources. Additionally, we provide our customers with a comprehensive support structure for running our global solutions that includes monitoring, disaster recovery, usage reporting and audit. The graphic below illustrates our platform:

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Key Technologies of the Platform

Cloud Identity Services

Our cloud identity services layer enables organizations to simply and securely manage user identities across virtually any combination of customers, business partners, suppliers, external systems, cloud services, and end-user groups. Our technology provides organizations with a centralized identity and access management platform for managing access to organizational information and applications for external constituents through a single, secure identity. Our cloud identity services framework is comprised of the following components:

• Authentication services: Authenticates external users and confirms identity prior to granting access to systems, and allows organizations to easily conform to existing and future regulations, such as the requirement for strong authentication for access to personal healthcare records;

• Identity provider: Automates and manages a user’s identity, including invitation, registration and approval, and suspends and removes identities once the user is no longer engaged with an organization; and

• Identity broker: Provides organizations with a single point of contact to share identities transmitted from and to customers, business partners and suppliers, thus significantly simplifying the task of creating an identity network.

Cloud Portal Services

Our cloud portal services provide a secure user interface framework for enabling simple, integrated end-user access to relevant information and applications that may come from a variety of different sources. This framework consists of:

• Personalized user experience and engagement;

• Context-based aggregation of information;

• Mobility framework;

• Mission-critical content management;

• Collaborative tooling;

• Usage analytics;

• Secure exchange of files;

• Enhanced search;

• Web chat; and

• Integration with social networks using OpenSocial compatibility specifications.

Cloud Data Exchange Services

Our cloud data exchange services allow organizations to securely and reliably integrate data sources and exchange information between customers, business partners and suppliers. This functionality allows for data standardization through translation services, delivering data in an acceptable format for business initiatives. Our cloud data exchange services layer is comprised of the following components and features:

• Full enterprise-service bus;

• Standardization, routing, and delivery of data;

• Global protocol support;

• Workflow orchestration;

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• Archiving and retrieval;

• Community management; and

• Publishing and subscriptions.

AppCloud^®

Our AppCloud^® is a flexible, easy-to-use cloud-based platform providing quick, single sign-on access to approved third-party applications and application program interfaces (APIs) through a developer community. Our AppCloud^® delivers secure, simplified end-user access to relevant applications, and allows customers and other third parties to develop their own applications on our platform. The key capabilities of our AppCloud^® include:

• Open API framework;

• Third-party applications across vertical industries;

• Application developer community;

• Customer applications; and

• Storefront for extended value.

Our Go-to-Market Solutions

We generally sell solutions that have been developed to streamline and automate specific external mission-critical business processes. Many of these solutions address industry-specific requirements, although some address general business processes that are applicable to many industries. Examples of our go-to-market solutions include:

Automotive Industry

Within the global automotive industry, we focus our platform and solutions on global automakers and their direct suppliers. We provide global, external solutions across the automotive industry for connecting the supply chain, global dealer networks, consumers and joint ventures. Our solutions for the automotive industry include:

Connected Vehicle & Owner Engagement

Covisint enables automakers to provide customers with an engaging experience throughout the ownership cycle. The Covisint platform provides owners with secure, single sign-on access to vital vehicle information such as miles to the next oil change and in-car services such as entertainment, navigation, and hands-free communication. In addition, with more in-vehicle applications coming to market, there is an increased need to manage access and security. Covisint provides the ability to connect and disconnect applications, users and vehicles. This allows owners to securely generate vehicle commands such as remotely starting the engine or unlocking the doors—using the device of their choosing. The Covisint solution also allows automakers to view integrated information from multiple sources in order to monitor individual owner engagement. With this information, the automaker is able to enhance the ownership experience with targeted, personalized communications based on individual owner preferences.

Supply Chain Engagement

Covisint enables automakers and suppliers to securely exchange information across one of the largest business-to-business platforms in the world, connecting over 80,000 organizations. Our Supply Chain Engagement solution is cloud-based and provides connectivity and communication to organizations of any size or in any location across the global supply chain. Covisint provides industry-wide identity management to over

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478,000 users, providing suppliers with a single point-of-access to over 600 automaker applications and enabling automakers and suppliers to provide an efficient user experience, reduce cost and complexity and streamline business processes, while concurrently minimizing risks associated with sharing information and applications across a wide variety of supply chain members.

Dealer Engagement

Our platform delivers a dynamic and integrated dealer network experience to enable more efficient processes and make information more easily accessible. These could include dealer lead management systems, inventory, dealer trade, vehicle ordering, and financing systems providing dealers with real-time visibility to information and streamlining processes that enhance the dealer business experience.

Healthcare Industry

Our platform delivers secure capabilities for sharing private health information across communities of care, providing a single identity for care givers to access and share information and applications no matter where they may reside. We believe our platform provides the foundational health information technology requirements for delivering on evolving accountable care models, including the security, interoperability and analytics for population health management. Our solutions for the healthcare industry include:

Health Information Exchange

Our platform connects isolated systems and bridges the communication gaps left by the rollout of proprietary electronic medical records, electronic health records and health information exchange-only solutions, by enabling providers to leverage their previous IT investments by integrating existing systems and information across the community and providing a single identity to care givers for securely accessing these clinically integrated networks. At the core, the platform provides a comprehensive, real-time view of a patient’s clinical information by consolidating data from a variety of systems. This allows for improved care delivery, and leads to the elimination of redundant testing and a reduction in readmissions and diagnosis errors.

Clinical Messaging

Our platform enables the secure distribution of clinical and administrative data, such as referrals, laboratory and radiology results from a hospital or health system, to the entire provider community and physician offices. This solution provides minimal disruption for physicians, allowing them to receive information by their method of choice. Information can be delivered to a clinical inbox, by fax, or directly populated into a physician’s existing electronic medical record.

Analytics

Our platform enables the aggregation of information across the care community into an analytics engine. This delivers on the reporting requirements for Meaningful Use, Accountable Care Organizations, and the shift to outcomes-based medicine. The analytics layer of the platform allows for applying evidenced-based guidelines from standards organizations to identify gaps in care and alert care providers to needed actions. This allows for identifying quality improvements and cost saving opportunities to report on performance for payment and reimbursement opportunities.

Energy Industry

Our platform is leveraged by large global energy companies to connect with external partners, including contractors and joint venture partners, to provide secure access to resources. Our platform provides a centralized mechanism for granting access rights to the appropriate users across joint venture initiatives and provides joint

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venture partners with a single identity to securely access all the information, applications and systems required to manage their role in the joint venture. This reduces the administrative burden and complexity of global collaboration as joint venture members are provisioned to critical information and applications while complying with industry regulations.

Identity Management/Platform Solutions

Our platform delivers a robust identity and access management solution that reduces the burden of integrating complex systems, managing multiple IDs and passwords across a wide network of internal and external employees, customers, partners and other stakeholders. This reduces time-consuming administration and supports reporting compliance.

Backlog

We consider our backlog balance to be future years of contractually committed arrangements, of which only the billed amounts are included in deferred revenue. As of March 31, 2013 and 2012, our backlog balance was $116.6 million and $106.0 million, respectively, of which $35.2 million and $42.0 million, respectively, was billed and included in deferred revenue. Of the March 31, 2013 backlog, approximately $50.4 million is not expected to be recognized in fiscal 2014.

Our Customers

Our customers include large, globally distributed organizations and mid-sized organizations with complex external business relationships, as well as the participants in their business relationships.

As of December 31, 2012, over 3,000 customers in diverse industries have deployed our platform to connect to over 80,000 of their customers, business partners and suppliers. This allows more than 18 million users to access the mission-critical applications and information provided by our customers. Our customers include approximately 150 core platform customers, which represented 93% and 91% of our total revenue for the years ended March 31, 2013 and 2012, respectively, including 33% and 35% of our total revenue for such periods from our largest core platform customer, General Motors. Our core platform customers include large, globally distributed organizations in the automotive, energy, travel and financial services industries, as well as national and regional insurance companies, health systems and hospitals in the U.S. healthcare industry. In addition to General Motors, these core platform customers include (listed alphabetically): AT&T, Blue Cross Blue Shield Association, Blue Cross Blue Shield of North Carolina, Daimler AG, Detroit Medical Center and the Vermont Blueprint for Health. Our remaining customers include a variety of organizations that pay us a relatively nominal fee to either connect to one of our core platform customers or use one of our industry-specific solutions.

For the year ended March 31, 2013, customers in the automotive industry accounted for 56% of our revenue, customers in the healthcare industry accounted for 31% and all other customers accounted for 13%. For the year ended March 31, 2013, our only customer providing over 10% of our revenue was General Motors. Our relationship with General Motors consists of multiple, separate business initiatives for different business segments within General Motors, including supply chain, marketing, OnStar and dealer relations. Losing all or a significant portion of our business with General Motors could have a material impact on our business, liquidity and results of operations. See “Risk Factors—We derive a significant percentage of our total revenue from our largest customer, General Motors Company, as well as our ten largest customers.”

Services

We offer enabling services that include implementation, solution deployment and on-boarding. Implementation services typically consist of user migration, content migration, branding and configuration to support customer-specific workflows. The ability to provide flexibility in the implementation of our platform for

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our large enterprise customers is one of our key differentiators. Our services engagements typically occur in phases and can vary from a few weeks to several months depending on the scope and complexity of the solution. Our customers may choose to do much of this work in-house, through a third party or with Covisint. We currently subcontract portions of our consulting engagements to our third-party implementation partners, including Compuware, to supplement our staffing needs within this area of the business. As part of our separation from our parent, most of these Compuware personnel transitioned to Covisint. We do not expect our costs to increase as a result of this transition. We expect to continue to use third-party personnel, and may continue to use Compuware personnel on a more limited basis, for the provision of our services after this offering. We are actively building a network of third-party services organizations that serve as Covisint resellers, sub-contractors or referrals. We support our customers and partners as they implement solutions independently using Application Programming Interfaces (API) and our Developer Portal.

Sales and Marketing

We sell our platform through our global direct sales team and channel partners. Our direct sales team includes field sales and solution engineering personnel. Sales personnel are organized by verticals, which currently include the automotive, healthcare, energy and enterprise sectors. Sales personnel within each vertical are further divided into geographic regions across North America, Asia and Europe.

We anticipate expanding our relationships with system integrators, value-added resellers and other organizations as we launch our strategic channels and alliances program and enter additional international markets and new verticals.

Our marketing and lead generation activities consist primarily of targeted industry and technology demand generation programs and events, customer referrals, digital advertising, webinars and press relations. We target cloud decision makers, business executives, technology professionals, quality and performance managers, clinicians, physicians and senior business leaders.

As of March 31, 2013, we had 119 employees in sales and marketing. In addition, our channel partners had approximately 35 sales personnel representing our platform solutions.

Customer Support

Our customer support services are available 24x7x365 globally and include live-agent telephonic support as well as web-based and self-help options. Our customer support team is staffed by highly-skilled and experienced personnel who receive extensive training on the deployment and maintenance of our services and on the operation of our data centers. A standard deployment includes level-two support. Customers may contract for optional level-one support services to augment our standard support offering, which entitles them to single point of contact, issue resolution and escalation services and more stringent service level agreements.

Technology and Operations

Covisint’s cloud-based platform is designed to support mission-critical business processes of large organizations. Our platform is highly-scalable and designed to process millions of transactions, manage terabytes of data, and provide access for millions of users every day. Our platform is enterprise-grade, continuously available across the globe and addresses our customers’ most demanding uptime requirements.

Our technologies, policies and procedures solve our customers’ most complex risk, security and compliance challenges. We process highly-sensitive consumer, patient and supply chain data. We secure this information in physical, virtual and cloud computing environments with our industry leading role-based identity management, data encryption, and database management services.

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The core platform is written in Java and is optimized for usability and performance. We also leverage Web 2.0 technologies like AJAX, HTML and HTML5, and security standards like OAuth and SAML. To expand the value of our platform, we have developed our software development kit including a broad set of APIs that enable our channel partners and customers, to use our AppCloud^® service to develop custom applications and integrations. Our solutions often combine proprietary and open source technologies. Open source technology reduces the overall cost to our customers and allows us to bring innovations and enhancements to market in a more expedient and efficient manner.

We operate both multi-instance and multi-tenant architectures depending on our customers’ need for dedicated applications and databases. Most Covisint solutions are hosted on a shared infrastructure although some enterprises and healthcare organizations request dedicated servers. Our platform is provided as a public cloud, private cloud or a hybrid approach. Customers and third parties can customize the platform to meet their specific branding and user experience requirements through our proprietary or integrated technologies.

We work with Savvis to host our enterprise-class hardware. We currently utilize facilities located in Chicago, Detroit, Tokyo, Frankfurt and Shanghai. This allows us to ensure reliability, redundancy and performance for all our customer solutions. In addition to our Savvis relationship and international facilities, we maintain and operate a disaster recovery facility in our Detroit, Michigan headquarters.

Research and Development

Our engineering efforts support product development on our cloud-based platform. We work closely with our customers to continually improve and enhance our platform and develop new products and features. We emphasize collaboration with customers throughout all areas of our organization in the development process. By leveraging the cloud architecture of our platform, we are able to deploy new features and functions across our entire customer community. This allows us to rapidly react to customer support issues, new compliance regulations and customer feature and functionality requests.

As of March 31, 2013, we had 122 employees, and had engaged an additional 48 Compuware and third-party personnel, in research and development. As part of our separation from our parent, 28 Compuware research and development personnel transitioned to Covisint. Compuware personnel represented approximately 20% and 30% of our research and development cost incurred during fiscal 2012 and 2013, respectively. Following the transition, these costs will be classified as part of our salaries and personnel-related expenses. We do not expect our costs to increase as a result of this transition. As of March 31, 2013, we had engaged approximately 43 third-party personnel. We expect to continue to use third-party personnel, and may continue to use Compuware personnel on a more limited basis, for research and development initiatives after this offering. Our research and development cost incurred were $17.4 million, $9.4 million and $4.6 million in fiscal 2013, 2012 and 2011, respectively. We expect our fiscal 2014 research and development costs incurred, as a percentage of revenue, to remain consistent with such costs incurred during the year ended March 31, 2013.

Our Competition

We sell our platform in an extremely competitive environment characterized by rapid technological change, shifting customer needs and frequent introductions of new solutions and services and we expect to face additional competition in the future. We believe that the key competitive factors in our market include:

• Security;

• Scalability;

• Speed of implementation;

• Ability to enable users to maintain regulatory compliance;

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• Features and functionality;

• Ability to meet customer service level requirements; and

• Price.

The overall market for enterprise cloud-based platforms and solutions is emerging. While our primary competition currently comes from internal IT groups and established systems integrators, we expect that the competitive landscape will change as the market evolves and cloud computing is more broadly adopted. We believe that our competition fits into the following categories:

• Systems integrators, such as IBM, Hewlett-Packard and Dell;

• Cloud-based platform vendors, such as Salesforce.com and Microsoft Azure;

• Business-to-business integration and data exchange vendors, such as GXS and Sterling Commerce, a division of IBM; and

• Internally developed solutions.

Our competition, including system integrators and internal IT groups, often subscribe to or license other cloud-based platforms and third-party solutions to solve their customers’ specific business problems. Certain cloud-based platform vendors also offer development resources and consulting services that allow them to customize their platform to the customer’s requirements. To a lesser extent, systems integrators and internal IT groups will develop a cloud-based platform comparable to ours. In all cases we believe these offerings require customization to leverage prior technology investments, solve the specific business problem and generate a competitive advantage for the customer.

In contrast, our platform is pre-built with vertical-specific data types, identity frameworks and workflows that minimize the need for customization, speed time to market and generate comparable competitive advantage. In addition, we continuously update our platform as innovation and new regulations increase or alter data types, technology standards or role-based identity requirements. While we are able to leverage these investments across our customer base, internal IT groups and system integrators that develop custom platforms may be challenged with building cost-effective solutions that compete favorably over time.

We compete against the companies listed above in the industries to which we market. The majority of them are global technology companies, and we will continue to compete against them in those industries to which we market. We believe that we compete favorably on the basis that we deliver a comprehensive platform that is scalable, reliable and secure. Our platform delivers on initiatives through agility and speed with a solution focus that is achievable through flexible implementation with deep expertise related to security, identity management and vertical industry-specific requirements.

Intellectual Property

We protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We manage ownership of and access to our proprietary technology by requiring the execution of confidentiality and invention assignment agreements by our employees, contractors and consultants, and confidentiality agreements with third parties. We also rely on a combination of trade secret, copyright, trademark, trade dress and domain name protections to maintain our intellectual property rights.

We hold a patent in the U.S. on our core technology, in the context of an industry-wide business-to-business exchange. This patent will expire in 2028. In addition, we pursue the registration of our domain names, trademarks and service marks in the United States and in certain locations outside the United States.

Circumstances outside our control could pose a threat to our intellectual property rights. Effective intellectual property protection may not be available in the United States or other countries in which our

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solutions are distributed. In addition, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any impairment of our intellectual property rights could harm our business or our ability to compete and harm our operating results. See “Risk Factors—We may not be able to adequately protect our intellectual property rights and efforts to protect them may be costly and may substantially harm our business.”

Employees

As of March 31, 2013, we had 561 full-time employees, including 312 in services and ongoing support, 122 in research and development, 119 in sales and marketing and 8 in administrative and general roles. None of our employees are represented by a labor union or covered by a collective bargaining agreement. We have not experienced any work stoppages, and we consider our relations with our employees to be good.

We supplement our services and research and development workforce with approximately 105 Compuware and third-party personnel to meet customer demand, address customization of our platform or provide specific industry expertise. As part of our separation from our parent, 158 Compuware personnel transitioned to Covisint. We do not expect our costs to increase as a result of this transition.

Legal Proceedings

At this time we are not involved in any litigation. We may, from time to time, be party to litigation and subject to claims incident to the ordinary course of business. As our growth continues, we may become party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of these matters could materially affect our future results of operations, cash flows or financial position.

Facilities

We maintain our principal offices and a backup data center, totaling approximately 43,000 square feet, in Detroit, Michigan under a real estate license granted under our shared services agreement with Compuware. We maintain additional offices in Durham, North Carolina, Frankfurt, Germany and Shanghai, China pursuant to licenses under the shared services agreement. The licenses are cancellable in connection with termination of the shared services agreement following the Tax-Free Distribution, if any. In the event the Tax-Free Distribution occurs, we will be required to replace the facilities and offices covered by our real estate license or negotiate new terms with Compuware. Pursuant to third-party hosting agreements, we also have access to facilities in Chicago, Illinois and Tokyo, Japan.

We believe that our existing facilities and offices are adequate to meet our current requirements and that suitable additional or substitute space will be available as needed to accommodate expansion of our operations.

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MANAGEMENT

Executive Officers and Directors

The names of our executive officers and directors and their ages as of May 31, 2013 are as follows:

Name	Age	Position(s)
David A. McGuffie	53	President, Chief Executive Officer and Director
W. James Prowse	70	Chief Financial Officer
Steven R. Asam	39	Senior Vice President of Delivery, Operations and Engineering
Robert C. Paul	50	Chairman and Director
Bernard M. Goldsmith	69	Director
William O. Grabe	75	Director
Ralph J. Szygenda	64	Director

David A. McGuffie

Mr. McGuffie has been a director of Covisint since April 2008. He was appointed as our Chief Executive Officer in November 2012 and has served as our President and Chief Operating Officer since 2008. Mr. McGuffie has been a senior-level executive leader with Covisint since its original inception in 2000. Prior to 2008, he served as Covisint’s Senior Vice President of Information Technology. In this position, Mr. McGuffie managed customer deployment and care, product development and technology operations. Prior to Covisint, he served in several IT leadership positions with Ford Motor Company, working for 15 years in supply chain, dealer operations, marketing and sales. Mr. McGuffie’s leadership, vision and in-depth knowledge of Covisint make him an invaluable asset to our board of directors. Mr. McGuffie currently serves on the advisory board of the Michigan Council of Women in Technology. Mr. McGuffie earned his Bachelor of Science degree from Central Michigan University.

W. James Prowse

Mr. Prowse has served as our Chief Financial Officer since April 2010. He has served on the board of directors of Compuware since December 1986 and was also employed by Compuware from 1984 to 1999 serving in a number of senior executive leadership roles, including as Chief Financial Officer, in various departments including finance, marketing, human resources, corporate development and investor relations. He was a private investor from 1999 until he joined us in 2010. In addition, from November 2008 through March 2010, Mr. Prowse performed consulting and advisory services for Compuware under an independent contractor agreement. Mr. Prowse serves on the board of directors for several non-public organizations, including CareTech Solutions, Inc. (in which Compuware has a 33.3% equity interest), serving on its Audit and Compensation Committees since 1999; the Karmanos Cancer Institute since 2004, serving as the chairman of the Audit Committee and as a member of the Governance Committee; Delphinus Medical Technologies since 2005; and the Michigan Opera Theatre since 2006. Mr. Prowse earned both his Bachelor of Arts degree and his Master of Arts degree in applied mathematics from Harvard University.

Steven R. Asam

Mr. Asam has been with Covisint since it was originally founded in 2000. Today, Mr. Asam serves as Covisint’s Senior Vice President of Delivery, Operations and Engineering. In this position, he oversees all research and development of the Covisint platform and vertical specific solutions. In addition, Mr. Asam manages our customer support, implementation, solution deployment, on-boarding and data center operations for all industry sectors. Prior to joining Covisint, Mr. Asam provided technology leadership at Ford Motor Company on several large scale business-to-business and business-to-consumer projects. Mr. Asam earned both his Bachelor of Science degree in computer engineering and Masters of Science degree in computer information systems from the University of Michigan.

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Robert C. Paul

Mr. Paul has been a director of Covisint since April 2008. He was appointed as the Chairman of our board of directors in November 2012. Mr. Paul has served as Compuware’s Chief Executive Officer since June 2011 and previously served as its President and Chief Operating Officer from April 2008 to June 2011. Mr. Paul brings to our board of directors a strong background in managing and leading a variety of technology companies. Prior to April 2008, Mr. Paul was President and Chief Operating Officer of the Covisint division of Compuware since Compuware purchased substantially all of the assets of Covisint LLC (our predecessor) in March 2004. Prior to the acquisition, Mr. Paul spent nearly three years at Covisint LLC as its Chief Executive Officer and President. From February 2007 through July 2007, Mr. Paul served on the board of directors of Blackhawk Systems, Inc. Prior to his employment with Covisint LLC, Mr. Paul served as President of Future 3, a provider of supply chain management software applications for the automobile industry. Prior to that, he served as President and Chief Operating Officer of Coherent Networks, Inc. Mr. Paul also served on the board of directors of the Oakland University Business School. Mr. Paul attended Aquinas College and the University of Michigan. Mr. Paul’s industry perspective, leadership experience, intimate knowledge of Covisint and his ability to position technology companies for success provide an important skill set to our board of directors.

Bernard M. Goldsmith

Mr. Goldsmith has served as a director of Covisint since November 2012. Mr. Goldsmith is a general partner of Updata Partners, a private equity firm he co-founded in 1998 that invests in software, Internet and business services companies. Mr. Goldsmith has spent more than 35 years in the information technology industry, as a founder, senior executive, investor, and advisor to leading software and IT services companies. He is an “audit committee financial expert,” as defined by the rules and regulations of the SEC. In 1968, Mr. Goldsmith founded CGA Computer, Inc. (“CGA”), which went public in 1969, and later was taken private with General Atlantic Partners in 1984 through a leveraged buyout. In 1986, CGA’s divisions were sold to Computer Associates and CapGemini, after which Mr. Goldsmith co-founded Updata Software and Sablesoft, both of which were acquired by Online Software and Platinum Technologies, respectively. Mr. Goldsmith has previously served on the boards of directors of several publicly traded companies including: Goal Systems, Compuware (NASDAQ: CPWR), Alphanet, Astea (NASDAQ: ATEA) and Frontstep. He received his Bachelor of Arts degree from Rutgers University. Mr. Goldsmith’s financial expertise, his significant experience in the information technology industry and his strong background in founding, leading, and growing technology companies, as well as his experience in strategic mergers and acquisitions will provide our board of directors with valuable insight and leadership.

William O. Grabe

Mr. Grabe has served as a director of Covisint since November 2012. Mr. Grabe has served as a director of Compuware since April 1992. Mr. Grabe possesses broad experience in financial and technology companies. Mr. Grabe is an Advisory Director of General Atlantic LLC, a private equity firm that provides capital for global growth companies, and has been affiliated with General Atlantic LLC and its predecessors since April 1992. Prior to his role at General Atlantic, Mr. Grabe was an IBM Vice President and General Manager for the Marketing and Services group at IBM United States. Mr. Grabe is currently a director of Lenovo Group Limited (SEHK: 0992) (Chairing its Compensation Committee) and Gartner, Inc. (NYSE: IT) (Chairing its Governance Committee) and previously served on the boards of directors of InfoTech Enterprises Limited (NSE: INFOTECENT), from 2007 to 2010, and Patni Computer Systems, Ltd., from 2002 to 2011. Mr. Grabe also serves on the board of directors for several non-public organizations, including Quality Technology Services, and several not-for-profit organizations including Outward Bound International, the UCLA Anderson School of Management, The Nature Conservancy in Florida, The Santa Lucia Preserve and the board of directors of Grand Canyon Trust. Mr. Grabe earned his Bachelor of Science degree from New York University and his Master of Business Administration degree from the UCLA Graduate School of Business. Mr. Grabe’s broad experience as a director of a number of public companies, along with his long career as a private equity investor and former manager at IBM and his 20-year history with Compuware, allow him to bring a unique and valuable perspective to our board of directors.

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Ralph J. Szygenda

Mr. Szygenda has served as a director of Covisint since November 2012. Mr. Szygenda has served as a director of Compuware since October 2009. Mr. Szygenda brings to our board of directors an in-depth knowledge of the technology industry. He served as Group Vice President and Chief Information Officer of General Motors Corporation from 2000 through his retirement in September 2009. From 1996 to 2000 he was Vice President and Chief Information Officer of General Motors Corporation. Prior to his role at General Motors Corporation, Mr. Szygenda was the Vice President and Chief Information Officer of Bell Atlantic Corporation (1993 to 1996) and Vice President, Chief Information Officer and General Manager of the Enterprise Systems business unit of Texas Instruments (1989 to 1993). Mr. Szygenda served as a director and member of the Audit Committee of Handleman Corporation from 2003 until April 2009 and as a director of Covisint LLC from 2001 to 2004 (prior to the purchase of substantially all of the assets of Covisint LLC by Compuware). Mr. Szygenda currently serves as a Strategic Consultant and chairman of the Advisory Board for iRise Corporation, as Senior Advisor and chairman of the Customer Advocacy Board for UST Global Corporation, as Strategic Consultant to Elastic Outreach Company and as a member of the Dean’s Advisory Council for the Carnegie Mellon University H. John Heinz III College. Mr. Szygenda earned his Bachelor of Science degree from University of Missouri at Rolla in computer science and his Master of Science degree from the University of Texas at Austin in electrical engineering. Mr. Szygenda holds numerous awards and honorary degrees in recognition of his leadership and service in the computer technology and automotive engineering industries. Mr. Szygenda is currently a private investor. His skills and experience in the technology industry as a chief information officer as well as his experience in the automotive industry, which includes some of our key customers, allow him to bring valuable skills and insight to our board of directors.

Composition of the Board of Directors

Our board of directors currently consists of five members, three of whom qualify as “independent” under NASDAQ rules, and three of whom are affiliated with Compuware. Our directors hold office until their successors have been elected and qualified or until the earlier of their resignation or removal.

Our bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors.

In addition, our bylaws provide that our directors may be removed, with or without cause, by the affirmative vote of a majority of the votes entitled to be cast at an election of directors. An election of our directors by our shareholders will be determined by a majority of the votes cast by the shareholders entitled to vote on the election.

Director Independence

We have applied to list our common stock on the NASDAQ Global Market. Because Compuware controls a majority of our outstanding voting power, we are a “controlled company” under the NASDAQ Global Market corporate governance rules and, therefore, are not required to have a majority of our board of directors be independent or have independent director oversight of executive officer compensation and director nominations. We do not currently intend to rely on the exemptions from NASDAQ Global Market corporate governance requirements available to controlled companies.

Our board of directors undertook a review of its composition and the independence of each director. Based upon information requested from and provided by each director concerning his background, employment and affiliations, our board of directors determined that none of Messrs. Goldsmith, Grabe or Szygenda has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the NASDAQ Global Market rules. In making this determination, our board of directors considered the relationships that each director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each director.

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Board Leadership

Our board of directors is led by our chairman, Robert C. Paul. The chairman of the board chairs all meetings of our board of directors, including executive sessions. The chairman of the board also acts as liaison between the independent directors and management. We believe that having different people serving in the roles of chairman of the board and Chief Executive Officer is an appropriate and effective organizational structure for our company at this time. Separating these positions allows our chairman of the board to lead the board of directors in its fundamental role of providing advice to and independent oversight of management, while enabling our Chief Executive Officer to focus his time on our day-to-day business. The board of directors further recognizes the commitment required to serve as our chairman, particularly as the board of directors’ oversight responsibilities continue to grow, as well as the time, effort and energy that our Chief Executive Officer is required to devote to his position. However, we also recognize that no single leadership model is right for all companies at all times, and that depending on the circumstances, other leadership models, such as having one person serving as both the chairman of the board and Chief Executive Officer, might become appropriate. Accordingly, the board of directors anticipates periodically reviewing its leadership structure.

Committees of Our Board of Directors

Our board of directors has established an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. The composition and responsibilities of each committee are described below. Members serve on these committees until their resignations or until otherwise determined by our board of directors. Our board of directors has adopted a charter for each of these committees, which it believes complies with the applicable requirements of current NASDAQ Global Market rules. We intend to comply with future requirements to the extent they are applicable to us. Following the closing of this offering, copies of the charters for each committee will be available on the investor relations portion of our website.

Audit Committee

Our Audit Committee is currently comprised of Mr. Goldsmith, who is the chair of the Audit Committee, and Messrs. Grabe and Szygenda. We believe that the composition of our audit committee prior to this offering, and our Audit Committee’s charter and functioning will comply with the requirements for independence under current NASDAQ Global Market and SEC rules and regulations. Each member of our Audit Committee is financially literate as required by current NASDAQ Global Market listing standards. In addition, our board of directors has determined that Mr. Goldsmith is an Audit Committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act. Our Audit Committee, among other things:

• selects a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

• helps to ensure the independence and performance of the independent registered public accounting firm;

• discusses the scope and results of the audit with the independent registered public accounting firm, and reviews, with management and the independent accountants, our interim and year-end operating results;

• develops procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

• reviews our policies on risk assessment and risk management;

• will review the adequacy and effectiveness of our internal control policies and procedures and review our critical accounting policies;

• approves (or, as permitted, pre-approves) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm; and

• will review our annual, quarterly and periodic reports related to financial matters to be filed with the SEC.

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Compensation Committee

Our Compensation Committee is currently comprised of Mr. Szygenda, who is the chair of the Compensation Committee, and Messrs. Goldsmith and Grabe. The composition of our Compensation Committee meets the requirements for independence under current NASDAQ Global Market rules. Each member of this committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and an outside director, as defined pursuant to Section 162(m) of the Code. The purpose of our compensation committee is to discharge the responsibilities of our board of directors relating to compensation of our executive officers. Our compensation committee, among other things:

• reviews, approves and determines, or makes recommendations to our board of directors regarding, the compensation of our executive officers;

• administers our stock and equity incentive plans;

• reviews, approves and makes recommendations to our board of directors regarding incentive compensation and equity plans;

• will review the compensation discussion and analysis to be included in our annual and quarterly reports to be filed with the SEC and our compensation report to be included in our annual proxy statement; and

• establishes and reviews general policies relating to compensation and benefits of our employees.

Nominating and Governance Committee

Our Nominating and Governance Committee is currently comprised of Mr. Grabe, who is the chair of the nominating and governance committee, and Messrs. Goldsmith and Szygenda. The composition of our Nominating and Governance Committee meets the requirements for independence under current NASDAQ Global Market rules. Our Nominating and Governance Committee, among other things:

• identifies, evaluates and selects, or makes recommendations to our board of directors regarding, nominees for election to our board of directors and its committees;

• evaluates the performance of our board of directors and of individual directors;

• considers and makes recommendations to our board of directors regarding the composition of our board of directors and its committees;

• reviews related party transactions and proposed waivers of our code of conduct;

• reviews developments in corporate governance practices;

• evaluates the adequacy of our corporate governance practices and reporting; and

• develops and makes recommendations to our board of directors regarding corporate governance guidelines and matters.

The Nominating and Governance Committee does not have a formal diversity policy in place but will consider diversity of relevant experience, expertise and background, among other factors, in identifying nominees for directors.

Codes of Conduct

Our board of directors adopted written codes of conduct that apply to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted the codes of conduct on our website, www.covisint.com. In addition, we intend to post on our website all disclosures that are required by law or the NASDAQ Global Market listing standards concerning any amendments to, or waivers from, any provision of the codes.

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EXECUTIVE COMPENSATION

Named Executive Officers

Our Named Executive Officers are David A. McGuffie, Chief Executive Officer, W. James Prowse, Chief Financial Officer and Steven R. Asam, Senior Vice President of Delivery, Operations and Engineering. We refer to these individuals collectively as our “Named Executive Officers” or “NEOs.”

Prior to this offering, the elements of compensation of our Named Executive Officers have been designed and determined by Compuware and the compensation committee of Compuware’s Board of Directors. Our Compensation Committee may determine to adopt new arrangements or alternative arrangements in the fiscal year following this offering in place of the current arrangements.

We expect that our Compensation Committee after the consummation of this offering will continue the basic elements of compensation that are reflected in the tables below: base salary, annual incentive compensation and equity-based long-term incentive awards. As we engage additional executives, we expect that our Compensation Committee will further refine its objectives and philosophy with regard to the compensation we will pay our Named Executive Officers, with the goal of attracting and retaining skilled executives to implement our business plans and strategies.

SUMMARY COMPENSATION TABLE

Except as noted below, the following table sets forth information concerning the annual and long-term compensation awarded to, earned by or paid to the Named Executive Officers under Compuware’s plans and programs for the years ended March 31, 2013 and March 31, 2012, respectively.

Name and Principal Position	Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Option Awards ($)(3)			Non-Equity Incentive Plan Compensation ($)(4)		All Other Compensation ($)(5)		Total ($)
David A. McGuffie		2013		420,000		—		140,000		139,974			153,216		4,254		857,444
Chief Executive Officer and President		2012		416,667		7,500		139,997		159,487	(6)		596,400		11,623		1,331,674
W. James Prowse		2013		416,000		—		138,661		138,639			189,696		1,827		884,823
Chief Financial Officer		2012		413,333		—		138,660		138,652			590,720		5,596		1,286,961
Steven R. Asam		2013		230,000		—		38,332		132,181	(7)		52,440		3,641		456,594
Senior Vice President		2012		210,893		—		35,497		35,496			151,231		—		433,117

(1) Represents a $7,500 cash bonus Mr. McGuffie received under Compuware’s Patent Incentive Program upon the issuance of a registered patent. Mr. McGuffie was a named inventor with respect to such patent.

(2) Except as noted below, represents the award date fair value associated with restricted stock units, or RSUs, awarded in the respective fiscal years, calculated in accordance with ASC 718-10 “Share Based Payment,” excluding any forfeiture adjustments. The assumptions we used to calculate these amounts are discussed in Note 7 to our audited combined and consolidated financial statements appearing at the end of this prospectus. These awards were granted under Compuware’s Long Term Incentive Plan, or the Compuware LTIP, in connection with Compuware’s Executive Incentive Program, or EIP, in place for the respective fiscal years.

(3) Represents the grant date fair value associated with stock options awarded in the respective fiscal years, calculated in accordance with ASC 718-10 “Share Based Payment,” excluding any forfeiture adjustments. These amounts do not necessarily represent the amount of the benefit, if any, that the option holder may realize from the exercise of stock options. The assumptions we used to calculate these amounts are discussed in Note 7 to our audited combined and consolidated financial statements appearing at the end of this prospectus. Except as noted below, these awards were granted under Compuware’s LTIP in connection with Compuware’s EIP in place for the respective fiscal years.

(4) Represents the total dollar amount earned under the EIP. For the fiscal 2013 EIP, our Named Executive Officers were paid the amount shown in the table above in fiscal 2014. For the fiscal 2012 EIP, our Named Executive Officers were paid the annual incentive portion under these awards in fiscal 2013 as follows: Mr. McGuffie, $447,300; Mr. Prowse, $443,040, and Mr. Asam, $113,423. If each of our

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named executive officers remains employed by us or one of our affiliates (including Compuware) through April 2014, they will receive the balance of the non-equity incentive plan compensation that was awarded for 2012 at such time.

(5) For fiscal 2013, represents company matching contributions under the 401(k) component of the Compuware employee stock ownership and 401(k) plan for Messrs. McGuffie and Asam, costs of guests attending certain Company events for Mr. Prowse, and employment taxes paid by Compuware on imputed income for Mr. Prowse. For fiscal 2012, represents costs of guests attending certain Company events, and employment taxes paid by Compuware on imputed income.

(6) Includes the grant date fair value of stock options to purchase 5,000 shares of Compuware stock in connection with a special one-time grant pursuant to Compuware’s Patent Incentive Program. Provisions for these stock options are also discussed following this table under “Narrative Discussion of Summary Compensation Table—Special One-Time Equity Awards under Compuware’s Patent Incentive Program.”

(7) Includes $93,856 attributable to the grant date fair value of a stock option to purchase 21,000 shares of Covisint common stock granted under the Covisint Long Term Incentive Plan (the “Covisint LTIP”). See “Narrative Discussion of Summary Compensation Table—Special One-Time Equity Agreement to Mr. Asam.”

Narrative Discussion of Summary Compensation Table

Employment Agreements

We have not entered into any employment agreements with any of our Named Executive Officers other than standard at-will agreements applicable to all of our employees.

Executive Incentive Program

Annual and long-term incentive opportunities were historically provided under Compuware’s Executive Incentive Program, or “EIP.” Compuware’s compensation committee, in consultation with Compuware’s CEO, annually approves performance criteria and goals for measuring corporate performance for use under the EIP.

For fiscal 2013, the EIP was modified for Covisint’s executive officers (other than Mr. McGuffie) by changing the performance goals applicable to the Annual Incentive Awards from goals focusing on the performance of Compuware to goals focusing on the performance of the Covisint business unit, specifically the Covisint Business Unit Revenue (“BU Revenue”) and the Covisint Business Unit Contribution Margin (“BU Margin”). Mr. McGuffie’s performance goals were slightly different than those applicable to the other executive officers; his Annual Incentive Award is based on a mix of BU Revenue, BU Margin and EPS of Compuware.

To illustrate the annual and long-term mix, the following table provides hypothetical examples of the fiscal 2013 EIP components at the various tiered targets for an NEO (other than Mr. McGuffie) with an annual salary of $400,000 and performance levels attained at target:

Annual EIP Target	Annual Incentive Award				Long- Term EIP Target			Long -Term EIP Total Value		Long-Term Incentive Awards
	80% BU Revenue		20% BU Margin							33.3% Cash		33.3% Stock Option(1)		33.3% RSU(2)
100%	$	320,000	$	80,000		100	%	$	400,000	$	133,333	$	133,333	$	133,334
50%	$	160,000	$	40,000		50	%	$	200,000	$	66,666	$	66,667	$	66,667

(1) The number of shares awarded as stock options will be determined by applying a Black-Scholes pricing model calculation to the target dollar value.

(2) The number of shares awarded as RSUs will be determined by dividing the target value by the fair market value (closing price of Compuware’s shares of common stock on the date preceding the award date).

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To illustrate the annual and long-term mix applicable to Mr. McGuffie, the following table provides hypothetical examples of the fiscal 2013 EIP components at the various tiered targets for Mr. McGuffie, assuming an annual salary for Mr. McGuffie of $400,000 and performance levels attained at target:

	Annual Incentive Award						Long-Term EIP Target		Long-Term EIP Total Value		Long-Term Incentive Awards
Annual EIP   Target	64% BU Revenue		16% BU Margin		20% Compuware EPS						33% Cash		33.3% Stock Option(1)		33% RSU(2)
100%	$	256,000	$	64,000	$	80,000	$	400,000	$	133,333	$	133,333	$	133,334	$	133,334

(1) The number of shares awarded as stock options will be determined by applying a Black-Scholes pricing model calculation to the target dollar value.

(2) The number of shares awarded as RSUs will be determined by dividing the target value by the fair market value (closing price of Compuware’s shares of common stock on the date preceding the award date).

Performance Measures

Annual Incentive Award Performance Measures

Compuware’s executive management approved performance under the fiscal 2013 EIP for the Annual Incentive Award to be measured according to BU Revenue and BU Margin, defined as follows:

• BU Revenue—defined as Covisint’s revenue during the fiscal year in conformity with U.S. GAAP.

• BU Margin—defined as Covisint’s revenue less operating expenses of the business, excluding certain administrative and general costs for the fiscal year.

For the fiscal 2013 EIP, there were three performance levels of attainment established for each of the Covisint BU Revenue and BU Margin components (see chart below), with cash award amounts prorated between each performance level based on Covisint’s actual results. If Covisint met 100% of its BU Revenue target and 100% of its BU Margin target, each NEO (other than Mr. McGuffie) would receive an Annual Incentive Award equal to 100% of his Annual EIP Target (as described in the table below), eighty percent (80%) for meeting the Covisint BU Revenue target and twenty percent (20%) for meeting the Covisint BU Margin target. If Covisint met 100% of its BU Revenue target and 100% of its BU Margin target and Compuware met 100% of its EPS target (described below), Mr. McGuffie would receive an Annual Incentive Award equal to 100% of his Annual EIP Target (as described in the table below), sixty-four percent (64%) for meeting the Covisint BU Revenue target, sixteen percent (16%) for meeting the Covisint BU Margin target, and twenty percent (20%) for meeting the Compuware EPS target. If Covisint’s or Compuware’s performance was below the threshold level for any component, no cash award would be earned with respect to that component. If Covisint’s or Compuware’s performance exceeded the maximum level, the cash award would be capped at the maximum payout level.

	BU Revenue Performance				BU Margin Performance
	Performance Levels($)		% of NEO Award		Performance Levels ($)		% of NEO Award
Threshold		88,400,000		50		18,807,100		50
Target		104,000,000		100		22,126,000		100
Maximum		114,400,000		200		24,338,600		200

Long-Term Incentive Award Performance Measures

Compuware’s compensation committee approved performance under the fiscal 2013 EIP to be measured according to Revenue and EPS of Compuware for the cash component of the Long-Term Incentive Awards, defined as follows:

• Revenue—defined as the sum of revenue from Compuware’s software license, maintenance, subscription and professional services (including application services) arrangements recognized by Compuware during the fiscal year in conformity with U.S. GAAP.

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• EPS—defined as Compuware’s net income, before the impact of unusual items (such as gain on divestiture of product lines; restructuring and related costs; and impairment of intangible assets), divided by the weighted-average diluted shares outstanding (for Compuware) for the year.

For the fiscal 2013 EIP, there were three performance levels of attainment established for each of the Compuware EPS and Revenue components (see chart below), with cash award amounts prorated between each performance level based on Compuware’s actual results. If Compuware met 100% of its EPS target and 100% of its Revenue target, the NEO would receive a cash payment under the Long-Term Annual Incentive Award equal to one-third of his Annual EIP Target (as described in the table below), half for meeting the Compuware EPS target and half for meeting the Compuware Revenue target. If Compuware’s performance were below the threshold level for either component, no cash award would be earned with respect to that component. If Compuware’s performance exceeded the maximum level, the cash award would be capped at the maximum payout level.

	EPS Performance				Revenue Performance
	Performance Levels($)		% of NEO Award		Performance Levels ($)		% of NEO Award
Threshold		.44		50		1,026,000,000		50
Target		.53		100		1,090,000,000		100
Maximum		.56		200		1,133,000,000		200

The EPS and Revenue performance levels described in the table above were formulated by Compuware’s executive management using the fiscal year business plan for Compuware as a baseline. The fiscal year business plan was reviewed and approved by Compuware’s Board. Once the fiscal year business plan was approved, the performance levels for Compuware’s EPS and Revenue were then reviewed and approved by the Compuware compensation committee.

Cash Incentive Awards under the EIP

If Covisint meets or exceeds the minimum thresholds for BU Revenue and BU Margin, the cash incentive referred to as the “Annual Incentive Award,” is paid shortly after Covisint’s fiscal year-end results of operations are final. In addition, if Compuware meets or exceeds the minimum thresholds for Revenue and EPS, an amount based on a targeted one-third of the long-term incentive compensation, referred to as the “Long-Term Performance Cash,” is earned but payment is deferred and paid only if the NEO remains employed by Covisint or one of our affiliates (including Compuware) for two years after the Annual Incentive Award is earned. This deferral is intended to enhance retention of skilled executives in an extremely competitive environment for experienced, executive talent.

An NEO whose employment terminates due to disability or death prior to the end of the fiscal year is entitled to a prorated payment of the Annual Incentive Award, based on the number of full months of employment during the fiscal year, if the applicable performance goal(s) are otherwise satisfied for the fiscal year. Any such prorated Annual Incentive Award would be paid to the NEO or to the NEO’s designated beneficiary or legal representative at the same time as all other Annual Incentive Awards payments. Unless Compuware’s compensation committee determines otherwise, an Annual Incentive Award is forfeited if the NEO’s employment terminates for any reason other than disability or death before the payment date.

The Long-Term Performance Cash is forfeited if the NEO’s employment is terminated voluntarily or involuntarily after the two-year period referenced above but before payment of the cash award is made, unless Compuware’s compensation committee determines otherwise or the termination is caused by death or disability.

In fiscal 2013, Covisint’s performance exceeded the minimum threshold for BU Revenue, but did not meet the minimum threshold for BU Margin. For purposes of the EIP, the Annual Incentive Awards based on

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Covisint performance were earned at 57% of target for the BU Revenue component and at 0% of target for the BU Margin component. In fiscal 2013, Compuware’s performance did not meet the minimum thresholds for EPS or for Revenue. As such, the Long-Term Performance Cash bonuses were neither earned nor paid under the fiscal 2013 EIP.

Based on achieving these performance levels, the NEOs receive Annual Incentive Award and Long-Term Performance Cash awards for fiscal 2013 as follows:

Annual Incentive Award
Name	Annual EIP Target			BU Revenue (Paid at 57%) ($)		BU Margin (Paid at 0%) ($)		Compuware EPS(1) (Paid at 0%)		Annual Incentive Award Total ($)		Long-Term Performance Cash ($)		Fiscal 2013 Total EIP Cash Earned ($)
David McGuffie(1)		100	%		153,216		0	$	0		153,216		0		153,216
W. James Prowse		100	%		189,696		0		n/a		189,696		0		189,696
Steven Asam		50	%		52,440		0		n/a		52,440		0		52,440

(1) For fiscal 2013, the Annual Incentive Award targets set for Mr. McGuffie were split across three performance goals as follows: 64% for BU Revenue, 16% for BU Margin and 20% for Compuware EPS.

Although Compuware’s compensation committee had the authority under the Compuware LTIP to grant discretionary bonuses from time to time, there were no discretionary bonuses paid to our NEOs in fiscal 2013.

Equity Awards Granted to our Named Executive Officers

To enhance the link between creating shareholder value and long-term incentive compensation, Compuware’s compensation committee had the authority to grant equity awards to our NEOs under the Compuware LTIP. Unless otherwise noted below, each of the awards described in the Summary Compensation Table above were granted under the Compuware LTIP.

If awarded under the Compuware LTIP, stock options were awarded with an exercise price equal to the closing price of Compuware common stock on the last trading day immediately preceding the date of grant in accordance with the terms of the Compuware LTIP. The stock options generally vest annually in equal installments over a four-year period provided that the participant remains continuously employed by us or one of our affiliates (including Compuware) during that time. The stock options also vest upon a change in control of Compuware or if the recipient dies or becomes disabled, except those stock options granted in fiscal 2013 will only vest in connection with a change in control of Compuware if the recipient also incurs an involuntary termination of employment (other than for cause) within 12 months following such change in control. If the recipient’s employment with Covisint or one of our affiliates (including Compuware) ceases for any other reason, the recipient’s right to shares of Compuware common stock subject to unvested stock options will automatically terminate. Stock options expire ten years after the date of grant.

Restricted stock units are granted to retain key talent and to tie the long-term financial interests of executive officers to the interests of shareholders. Each restricted stock unit represents the right to receive one share of Compuware’s common stock on the vesting date. The units typically vest annually in equal installments over a four-year period provided that the recipient remains continuously employed by us or one of our affiliates (including Compuware) during that time. The RSUs also vest upon a change in control of Compuware or if the recipient dies or becomes disabled, except those RSUs granted in fiscal 2013 will only vest in connection with a change in control of Compuware if the recipient also incurs an involuntary termination of employment (other than for cause) within 12 months following such change in control. If the recipient’s employment ceases for any other reason, the recipient’s right to shares of Compuware’s common stock subject to unvested RSUs will automatically terminate. Once vested, Compuware will issue one Compuware common share for each vested RSU. The RSUs have dividend equivalent rights. Since the units have value in all market conditions, the vesting schedule provides a strong retention mechanism. The value of the underlying shares to be issued upon vesting, however, rises and falls with the market value of Compuware common stock.

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Equity Awards Under Compuware’s EIP Fiscal 2013

In August 2012, Compuware’s compensation committee approved the EIP related grants of stock options and RSUs to be made as of September 1, 2012 to our NEOs under the Compuware LTIP and the Compuware EIP for fiscal 2013 based on a formula in the EIP. The following table identifies the stock options and RSUs granted to NEOs on September 1, 2012 under the fiscal 2013 EIP. These stock options and RSUs will continue to vest, and will have the same rights, as if the NEOs were employed by Compuware until such time as Covisint is no longer a subsidiary of Compuware.

Name	RSUs (#)		Stock Option (#)
David A. McGuffie		14,014		34,185
W. James Prowse		13,880		33,859
Steven R. Asam		3,837		9,360

Equity Awards Under Compuware’s EIP Fiscal 2012

In June 2011, Compuware’s compensation committee approved the EIP related grants of stock options and RSUs to be made as of July 1, 2011 to our NEOs under the Compuware LTIP and the Compuware EIP for fiscal 2012 based on a formula in the EIP. The following table identifies the stock options and RSUs granted to NEOs on July 1, 2011 under the fiscal 2012 EIP. These stock options and RSUs will continue to vest, and will have the same rights, as if the NEOs were employed by Compuware until such time as Covisint is no longer a subsidiary of Compuware.

Name	RSUs (#)		Stock Option (#)
David A. McGuffie		14,344		33,573
W. James Prowse		14,207		33,253
Steven R. Asam		3,637		8,513

Special One-Time Equity Agreement to Mr. Asam

On March 4, 2013, in connection with Mr. Asam’s promotion from Vice President to Senior Vice President, the Covisint Board approved a grant of stock options to Mr. Asam under the Covisint 2009 Long Term Incentive Plan (the “Covisint LTIP”) to purchase 21,000 Covisint common shares (the “Asam stock options”). The exercise price of the Asam stock options is $6.77 per share, the fair market value on the date of grant, which may be paid in cash or pursuant to various cashless exercise methods described in the option agreement and the Covisint LTIP. If the offering is consummated in calendar year 2013, the Asam stock options will vest one-third upon the offering, and one-third upon each of the first and second anniversary dates of the consummation of the offering. If the offering is consummated in calendar year 2014, two-thirds of the Asam stock options will vest upon the offering and one-third will vest on the first anniversary of the consummation of the offering. If the offering is consummated after January 1, 2015, all Asam stock options will vest upon the consummation of the offering. The Asam stock options become fully vested upon a change in control of Covisint. The Asam stock options will expire on August 25, 2015 if the offering is not consummated by such date, March 4, 2023 if the offering is consummated by August 25, 2015, or upon Mr. Asam’s termination of employment for any reason prior to vesting.

Amendment to Stock Option Agreement for Mr. Prowse

On April 1, 2010, the Covisint Board approved a grant of stock options to Mr. Prowse under the Covisint LTIP to purchase 435,000 Covisint common shares (the “Prowse stock options”). That award is described in the Outstanding Equity Awards Table at Fiscal Year End 2013. Mr. Prowse’s stock options were amended in December 2012 with the objective of complying with Section 409A of the Code. The amendment did not change the number of shares underlying the Prowse stock options, nor did it adjust the related exercise price. Rather, the amendment revised the Prowse stock options to specify when such options may be exercised. The following paragraph describes the exercisability and expiration of the Prowse stock options, as amended.

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Immediately following this offering, the Prowse stock options will be exercisable as follows (referred to in this paragraph as the “Offering Exercise Schedule”): (i) 40% of the Prowse stock options will be exercisable during the first calendar year following this offering, (ii) 30% of the Prowse stock options will be exercisable during the second calendar year following this offering, and (iii) 30% of the Prowse stock options will be exercisable during the third calendar year following this offering. Following a change in control of Covisint, the Prowse stock options will become fully exercisable until the later of 85 days following the date of the change in control or December 27th of the year in which such change in control occurs. Notwithstanding the foregoing, in the event Mr. Prowse’s employment is terminated following this offering as a result of his death or disability or by Covisint without cause, any vested option that was not otherwise forfeited or expired prior to such date, will be exercisable until the later of 85 days following the date of such termination or December 27th of the year in which such termination occurs. If Mr. Prowse terminates his employment voluntarily following this offering, he may only exercise that portion of his Covisint stock option that would otherwise have been exercisable during the calendar year in which he terminates according to the Offering Exercise Schedule described above, until the later of 85 days following the date of such termination or December 27th of the year in which such termination occurs. The remainder of Mr. Prowse’s option that would not be exercisable in accordance with the preceding sentence would expire upon such voluntary termination of employment. In the event that any of the foregoing exercise periods described in this paragraph span more than one taxable year, any payment relating to such options will be paid in the subsequent taxable year. In the event Covisint terminates Mr. Prowse’s employment for cause, the Prowse stock options will terminate immediately (whether vested or unvested) and will no longer be exercisable by Mr. Prowse after such termination.

The Prowse stock options will expire upon the first to occur of: (a) August 25, 2015, if neither the consummation of this offering nor a change in control of Covisint occurs before such date, (b) upon a termination of Mr. Prowse’s employment for any reason prior to any vesting event, (c) a change in control of Compuware, or (d) April 1, 2020.

Amendments to Stock Option Agreements for Messrs. McGuffie and Asam

On August 25, 2009, the Covisint Board approved grants of stock options to each of Messrs. McGuffie and Asam under the Covisint LTIP. Those awards are described in the Outstanding Equity Awards Table at Fiscal Year End 2013. The stock options for Messrs. McGuffie and Asam were also amended in December 2012 with the objective of complying with Section 409A of the Code. The amendments to the stock options for Messrs. McGuffie and Asam are the same as the amendment to the Prowse stock options described above. For a description of the amendment, see “—Amendment to Stock Option Agreement for Mr. Prowse.”

The stock options granted to Messrs. McGuffie and Asam will expire upon the first to occur of: (a) August 25, 2015, if neither the consummation of this offering nor a change in control of Covisint occurs before such date, (b) upon a termination of employment for any reason prior to any vesting event, (c) a change in control of Compuware, or (d) August 25, 2019.

Special One-Time Equity Awards under Compuware’s Patent Incentive Program

On July 26, 2011 pursuant to the Compuware LTIP, Mr. McGuffie was granted a stock option to purchase 5,000 shares of Compuware’s common stock in connection with Compuware’s Patent Incentive Program. The stock options were awarded in connection with Compuware’s registration of a patent. Mr. McGuffie was a named inventor with respect to the issued patent. Upon grant, Mr. McGuffie’s stock option was 50% vested on the date of grant, and the remaining 50% would vest in 25% installments on each of the first and second anniversaries of the grant date. The stock option will become 100% exercisable in the event of death, disability or a change in control of Compuware and will expire ten years after the date of grant.

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Outstanding Equity Awards Table at Fiscal Year End 2013

The following table provides information on the holdings of option and stock awards by our Named Executive Officers as of March 31, 2013. Except as otherwise noted below, all stock options and restricted stock units were granted by Compuware Corporation to our NEOs under the Compuware Long Term Incentive Plan and relate to Compuware common stock.

			Option Awards												Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable(1)			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)(2)		Market Value of Shares or Units of Stock That Have Not Vested ($)(3)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)
David A. McGuffie		03/01/2004		150,000		—			—			7.73		03/01/2014		—		—		—			—
		04/01/2004		8,640		—			—			7.47		04/01/2014		—		—		—			—
		06/22/2005		18,561		—			—			7.245		06/22/2015		—		—		—			—
		08/22/2006		19,675		—			—			7.28		08/22/2016		—		—		—			—
		11/08/2007		19,675		—			—			9.40		11/08/2017		—		—		—			—
		04/17/2008		100,000		—			—			7.85		04/17/2018		—		—		—			—
		09/02/2008		22,500		7,500			—			11.43		09/02/2018		—		—		—			—
		08/25/2009		—		—			615,000	(4)		1.73		08/25/2019		—		—		—			—
		07/01/2011		8,394		25,179	(5)		—			9.76		07/01/2021		—		—		—			—
		07/26/2011		3,750		1,250	(6)		—			9.90		07/26/2021		—		—		—			—
		09/01/2012		—		34,185	(5)		—			9.99		09/01/2022		—		—		—			—
		06/10/2009		—		—			—			—		—		4,953		61,863		—			—
		04/14/2010		—		—			—			—		—		11,586		144,709		—			—
		07/01/2011		—		—			—			—		—		10,758		134,367		—			—
		09/01/2012		—		—			—			—		—		14,014		175,035		—			—
		08/25/2009		—		—			—			—		—		—		—		97,170	(7)		1,213,653
W. James Prowse		04/01/2010		—					435,000	(4)		2.11		04/01/2020		—		—		—			—
		07/01/2011		8,314		24,939	(5)		—			9.76		07/01/2021		—		—		—			—
		09/01/2012		—		33,859	(5)		—			9.99		09/01/2022		—		—		—			—
		04/14/2010		—		—			—			—		—		11,586		144,709		—			—
		07/01/2011		—		—			—			—		—		10,655		133,081		—			—
		09/01/2012		—		—			—			—		—		13,880		173,361		—			—
		04/01/2010		—		—			—			—		—		—		—		68,730	(7)		858,438
Steven R. Asam		08/22/2006		780		—			—			7.28		08/22/2016		—		—		—			—
		11/08/2007		3,120		—			—			9.40		11/08/2017		—		—		—			—
		10/01/2008		7,125		2,375			—			11.43		10/01/2018		—		—		—			—
		08/25/2009		—		—			219,000	(4)		1.73		08/25/2019		—		—		—			—
		07/01/2011		2,129		6,384	(5)		—			9.76		07/01/2021		—		—		—			—
		09/01/2012		—		9,360	(5)		—			9.99		09/01/2022		—		—		—			—
		03/04/2013		—		—			21,000	(8)		6.77		03/04/2023		—		—		—			—
		06/10/2009		—		—			—			—		—		1,568		19,584		—			—
		04/14/2010		—		—			—			—		—		2,752		34,372		—			—
		07/01/2011		—		—			—			—		—		2,727		34,060		—			—
		09/01/2012		—		—			—			—		—		3,837		47,924		—			—
		08/25/2009		—		—			—			—		—		—		—		34,602	(7)		432,179

(1) Unless otherwise noted below, 50% of the options become exercisable on the third anniversary of the date of grant, and 25% of the options vest on each of the fourth and fifth anniversaries of the date of grant.

(2) Unless otherwise noted below, 25% of the RSUs vest on each of the first through fourth anniversary of the date of grant.

(3) Based upon the closing price of Compuware’s shares of common stock on the NASDAQ Global Select Market on March 29, 2013 (i.e., the last trading day of our fiscal year) of $12.49.

(4) Represents the right to purchase shares of Covisint common stock and vests upon the consummation of this offering on or prior to August 26, 2015. The option was amended in December 2012 to revise the periods during which a vested option may be exercised. For a description of those exercise periods, see “Amendment to Stock Option Agreement for Mr. Prowse.”

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(5) Twenty-five percent (25%) of the options become exercisable on each of the first through fourth anniversary of the date of grant.

(6) Awarded under Compuware’s Patent Incentive Program, 50% of the options are exercisable on the grant date, and 25% become exercisable on each of the first and second anniversary of the date of grant.

(7) Represents PSUs of Compuware common stock and vests upon Covisint attaining total organic revenue on a U.S. GAAP basis exceeding $150 million for any four consecutive completed calendar quarters prior to August 26, 2015 if this offering has not been consummated. For this purpose, organic revenue is revenue achieved through ordinary operations but excluding any material acquisitions, as determined by Compuware’s compensation committee in its discretion. The PSUs will be cancelled upon the earliest of (i) consummation of this offering; (ii) termination of employment other than as a result of death or disability; (iii) the date on which a change in control of Covisint occurs; or (iv) August 26, 2015 if the organic revenue target has not been achieved.

(8) Represents the right to purchase shares of Covisint common stock and vests based on a schedule determined by reference to the year in which the consummation of this offering occurs. For a description of the vesting schedule applicable to this option, see “—Special One-Time Equity Agreement to Mr. Asam.”

Covisint Corporation 2009 Long Term Incentive Plan

In anticipation of becoming a public company, in August 2009, the Covisint Board of Directors and Compuware Corporation as the sole shareholder of Covisint, approved the adoption of the Covisint LTIP.

Grants of equity-based awards are made under the Covisint LTIP. We have reserved 4,500,000 of our common shares for issuance under the Covisint LTIP, subject to adjustment for forfeitures, cancellations, expirations and other terminations, and for changes made to the outstanding common shares by reason of any mergers, stock splits or similar transactions. The Covisint LTIP is administered by the Covisint Board for the period prior to the initial public offering and will be administered by the Compensation Committee of the Covisint Board thereafter. The administrator of the Covisint LTIP may grant stock options (incentive and nonqualified), stock appreciation rights, restricted stock, restricted stock units, performance-based cash or stock awards and cash incentive awards under the respective plan. The terms of each award are set forth in a written agreement with the recipient. All employees and directors of Covisint and its subsidiaries who are selected by the administrator in its sole discretion from time to time are eligible to participate in the Covisint LTIP. The following describes the Covisint LTIP.

Options and stock appreciation rights may not be exercised after the tenth anniversary of the grant date. The exercise price of any option or stock appreciation right must not be less than the fair market value of our common shares on the grant date. Payment upon exercise of an option may be made in cash or pursuant to various cashless methods. Upon exercise of a stock appreciation right, the participant will have the right to receive the excess of the aggregate fair market value of the shares on the exercise date over the aggregate exercise price. Payments may be made to the holder in cash or common shares as specified in the grant agreement. Option and stock appreciation right awards may not include rights to dividend equivalents or reload option grants. Incentive stock options are subject to certain additional limitations.

Awards of restricted stock and restricted stock units are subject to restrictions on transferability and alienation and other restrictions as the relevant administrator may impose. Subject to applicable restrictions on transfer, recipients of restricted shares that are issued and outstanding have the same rights as other holders of our common stock, including all voting and dividend rights, prior to vesting. Recipients of restricted stock units may receive dividend equivalent rights at the relevant administrator’s discretion. Restricted stock units may be payable in common shares or cash as of the vesting date.

Performance awards consist of the right to receive cash or common shares. The written agreement for each grant will specify the performance goal or goals, the period over which the goals are to be attained, the payment schedule if the goals are attained and other terms as the relevant administrator determines. A participant will be entitled to vote any shares that are issued and outstanding prior to satisfaction of the performance goals, and any dividends received will be reinvested in additional performance shares subject to the related performance goals.

Incentive awards may be based on the attainment of company performance levels as established by the administrator. Incentive awards will be paid in cash and will equal a percentage of the participant’s base salary for the fiscal year, a fixed dollar amount or some other formula determined by the administrator.

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The administrator may designate that any award in the form of restricted stock, restricted stock units, performance shares, performance stock units or incentive awards be granted pursuant to Section 162(m) of the Code. As a result, such grants will be subject to certain additional requirements intended to satisfy the exemption for performance-based compensation under Section 162(m) of the Code. The Covisint LTIP also contains limitations on the amount of grants if intended to comply with the performance-based compensation exemption under Section 162(m) of the Code.

The Covisint LTIP permits the administrator to determine in the grant agreement the consequences of termination of employment or services, and contains provisions in the event the grant agreement is silent. Unless otherwise set forth in an applicable award agreement, unvested awards (i) are generally forfeited upon a termination for any reason other than death, and (ii) become fully vested upon participant’s death. Awards are not transferable other than by will or the laws of descent and distribution or the consent of the administrator, and stock options and stock appreciation rights may only be exercised by the participant during his or her lifetime.

No new awards may be granted under the Covisint LTIP after August 24, 2019. The administrator may terminate the plan or the granting of any awards under the plan at any time. In addition, the administrator may amend the plan and the terms of outstanding awards, but the approval of shareholders or, in the case of outstanding awards, recipients, is required for certain amendments.

Awards under the Covisint LTIP are generally subject to special provisions upon the occurrence of a change in control transaction of the kind described in the Covisint LTIP. The administrator may provide that upon a change in control transaction, outstanding options and stock appreciation rights become fully exercisable; any restricted stock and RSUs become vested and transferable; any performance goals are deemed satisfied and any restrictions on any performance award immediately lapse and the awards become immediately payable; or awards may be treated in any other way as determined by the administrator. The administrator may also determine that upon a change in control, any outstanding option or stock appreciation right be cancelled in exchange for payment in cash, stock or other property for each vested share in an amount equal to the excess of the fair market value of the consideration to be paid in the change in control transaction over the exercise price.

Certain of the Covisint stock options were amended in December 2012 with the objective of complying with Section 409A of the Code. The amendment did not change the number of shares underlying these Covisint stock options, nor did it adjust the related exercise price. Rather, the amendment revised these Covisint stock options to specify when such options may be exercised.

Payments upon a Potential Termination of Employment or Change in Control as of March 31, 2013

On March 15, 2013, Compuware entered into a Severance Agreement with our CEO and President, David McGuffie. Under the terms of that agreement, if Mr. McGuffie’s employment is terminated other than for cause within twenty-four (24) months following a change in control of Compuware, Mr. McGuffie would be entitled to receive a lump sum severance payment, in cash equal to one times the sum of (i) his base salary and (ii) his target annual bonus under any annual bonus or incentive plan applicable to him. In addition to the foregoing, Mr. McGuffie would be entitled to receive, for the twelve (12) month period immediately following the date of his termination for himself and his dependents, health, life, disability and accident insurance benefits at no greater after-tax cost to Mr. McGuffie than the after-tax cost to him immediately prior his termination.

Other than the severance agreement with Mr. McGuffie described immediately above, neither we nor Compuware have entered into any employment or severance agreements with any of our NEOs. However, the NEOs have unvested stock options, RSUs and PSUs that, as described below, may be immediately vested due to their death or disability or a change in control of either Compuware or Covisint. The following table shows the value of the options, RSUs and PSUs held by each NEO that would have become exercisable or vested if, on March 29, 2013 (the last business day of fiscal 2013), they had died, became disabled or there was a change in control of either Compuware or Covisint.

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Each of the stock options granted under the Covisint LTIP would become immediately and fully vested and exercisable upon a change in control of Covisint. There is no acceleration of vesting for such options if the NEO terminates employment for any reason. Additionally, the stock options granted under the Covisint LTIP would expire upon a change in control of Compuware. The Covisint Option Amount (set forth in the table below) was determined by multiplying the difference between $8.26 (the value of Covisint’s common shares as determined by our board of directors, which does not reflect the non-marketability and minority interest basis of the common shares) and the option exercise price by the number of unvested options that would have vested due to such an event.

Each of the stock options granted under the Compuware LTIP would become immediately and fully vested and exercisable upon a (i) change in control of Compuware or (ii) the NEO’s death or disability, except those stock options granted in fiscal 2013 will only vest in connection with a change in control if the recipient also incurs an involuntary termination of employment (other than for cause) within 12 months following such change in control. There is no accelerated vesting of these options if a change in control of Covisint occurs. The Compuware Option Amount (set forth in the table below) was determined by multiplying the difference between $12.49 (the closing market price of Compuware’s common shares on March 29, 2013, the last trading day of our fiscal year) and the option exercise price by the number of unvested options that would have vested due to such an event. Vested options were disregarded for purposes of determining the Compuware Option Amounts disclosed below.

Each of the RSUs/PSUs granted under the Compuware LTIP would become immediately and fully vested upon (i) a change in control of Compuware or (ii) the NEO’s death or disability, except those RSUs granted in fiscal 2013 will only vest in connection with a change in control if the recipient also incurs an involuntary termination of employment (other than for cause) within 12 months following such change in control. In addition, the PSUs will expire on the first to occur of (i) a change in control of Covisint, (ii) consummation of this offering, or (iii) August 26, 2015. The Compuware RSU/PSU Amount (set forth in the table immediately below) was calculated by multiplying the number of unvested units by $12.49 (the closing market price on March 29, 2013, the last trading day of our fiscal year).

Name	Covisint Option Amount ($)(1)		Compuware Option Amount ($)(2)		Compuware RSU/PSU     Amount ($)(3)
David A. McGuffie		4,014,105		165,389		1,729,628
W. James Prowse		2,677,135		152,731		1,309,589
Steven R. Asam		1,460,752		43,346		568,120

(1) The amount disclosed in this column reflects the potential value an NEO would realize upon a change in control of Covisint.

(2) These stock options were granted under the Compuware LTIP. The amount disclosed in this column reflects the potential value an NEO would realize upon a change in control of Compuware, or upon the NEO’s death or disability. There is no accelerated vesting upon a change in control of Covisint.

(3) These RSU/PSUs were granted under the Compuware LTIP. The amount disclosed in this column reflects the potential value an NEO would realize upon a change in control of Compuware, or upon the NEO’s death or disability. The PSUs granted under the Compuware LTIP would terminate upon the first to occur of (i) a change in control of Covisint, (ii) consummation of this offering, or August 26, 2015.

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DIRECTOR COMPENSATION

We did not have any non-employee directors for the fiscal year ending March 31, 2012. All of our directors who served for the fiscal year ending March 31, 2012 were employees or officers of Compuware, and as such they did not receive any compensation for serving on our board of directors or any committees thereof.

Effective March 4, 2013, each of our non-employee directors (i.e., employees of neither Covisint nor Compuware) were granted options to purchase 100,500 shares of our common stock at an exercise price of $6.77 per share, which represented fair market value on the date of grant. Directors will not receive fees for attending meetings. We reimburse non-employee directors for out-of-pocket expenses they incur for attending board of directors and committee meetings.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Prior to this offering, we have operated as a division of Compuware since 2004, and effective as of January 1, 2013, upon the contribution by Compuware to us of substantially all of the assets and liabilities related to our business, we have operated as a subsidiary of Compuware. Immediately following this offering, Compuware will continue to own approximately     % of our common stock. If the underwriters’ over-allotment option is exercised in full, immediately following this offering, Compuware will own approximately     % of our common stock. Compuware will continue to have the power acting alone to approve any action requiring the affirmative vote of a majority of the votes entitled to be cast and to elect all our directors.

We have entered into a number of arrangements with Compuware in the ordinary course of business relating to our business and our relationship with Compuware. We have also entered into certain agreements with Compuware relating to this offering and our relationship with Compuware after this offering. The material terms of such agreements with Compuware relating to our historical relationship, this offering and our relationship with Compuware after this offering are described below. We do not currently expect to enter into any additional agreements or other transactions with Compuware, outside the ordinary course, or any of our directors, officers or other affiliates other than those specified below.

In accordance with Michigan law, any contract or transaction between us and one of our directors or officers or between us and any corporation, partnership, association or any other organization in which one or more of our directors or officers is a director or officer or has a financial interest will either be approved by a majority of our disinterested shareholders, a majority of the disinterested members of our board or a committee of our board that authorizes such contracts or transactions or must be fair to us as of the time our shareholders, directors or a committee of our directors approve the contract or transaction. In addition, any transactions with directors, officers or other affiliates will be subject to requirements of the Sarbanes-Oxley Act and SEC rules and regulations.

The charters of our Audit Committee and Nominating and Governance Committee require that any transaction with a related party, including transactions that must be reported under applicable rules of the SEC (other than compensation-related matters), must be reviewed and approved or ratified by the Audit Committee, unless the related party is, or is associated with, a member of that committee, in which event the transaction must be reviewed and approved by the Nominating and Governance Committee.

Relationship with Compuware

Historical Relationship with Compuware

We have operated as a division of Compuware since 2004, and as of January 1, 2013, upon the contribution by Compuware to us of substantially all of the assets and liabilities related to our business, we have operated as a subsidiary of Compuware. As a result, in the ordinary course of our business, we have received various services provided by Compuware, including facilities, information technology, tax, internal audit, accounting, finance, human resources and legal services. Historically, Compuware has not sold our solutions. Our historical financial statements include allocations to us by Compuware of its costs related to these services. These cost allocations have been determined on a basis that Compuware considers to be a reasonable reflection of the use of services provided or the benefit received by us. These allocations totaled $10.8 million, $7.5 million and $6.2 million in fiscal 2013, 2012 and 2011, respectively.

In addition to the cost allocation discussed above, we have previously received research and development and implementation and support services from a group within Compuware commonly referred to as the Global Delivery Organization, or GDO. We entered into this arrangement with Compuware during the quarter ended December 31, 2010. The costs associated with these personnel increased substantially during fiscal 2012 as a result of using the personnel throughout an entire year. The costs associated with these personnel are not included

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in the allocations described above pertaining to facilities, information technology, tax, internal audit, accounting, finance, human resources and legal services. Compuware has provided these services substantially at cost to us with charges totaling $17.4 million, $16.3 million and $6.2 million for the years ended March 31, 2013, 2012 and 2011, respectively. These costs are included in our operating expenses in the area where the cost was incurred. Effective March 1, 2013, most of the Compuware GDO employees who previously provided services to us became our employees. Following this offering, Compuware may continue to provide similar services to us on a much smaller scale and at market rates.

Effective January 1, 2013, Compuware contributed to us substantially all of the assets and liabilities of our business. The contributed assets and liabilities consisted of the assets used solely by our business, including designated contracts with third parties, technology and intellectual property, books and records, certain computer hardware and other equipment, goodwill, all other assets reflected on our balance sheet as of December 31, 2012, and all existing, contingent and future liabilities of our business. Certain assets that are used by both our business and Compuware were retained by Compuware, as were certain designated liabilities that relate to both the business operations of Compuware and our business. With respect to the contributed assets, Compuware has made limited representations as to their sufficiency to enable us to operate our business and the absence of any breaches, violations, defaults or impositions of liens resulting from the contribution. The assets were contributed to us on an “as is, where is” basis, with no other representations or warranties of any kind, express or implied. In addition, we agreed to indemnify Compuware, its affiliates and their respective officers, directors and employees for any losses arising from third-party claims that relate to, or arise or result from, any failure by us to discharge any of the liabilities contributed to and assumed by us. Compuware is not providing indemnification to us for claims by third parties with respect to the contributed assets or liabilities.

As of March 31, 2013, we had a net liability due to Compuware and its affiliates of $7.6 million. This non-interest bearing balance consists of advances for operating cash ($17.1 million), services provided by Compuware ($4.2 million), allocated corporate expenses ($2.7 million) and payments made on our behalf ($2.5 million), offset primarily by advance repayments to Compuware ($15.8 million), cash collected by Compuware or affiliates on our behalf of the Company ($1.7 million) and Compuware’s use of our tax loss and other tax related attributes ($1.2 million). For additional information about our relationship with Compuware, see Notes 1 and 9 to our audited combined and consolidated financial statements included elsewhere in this prospectus.

Compuware as our Controlling Shareholder

Compuware currently owns 100% of our common stock. Upon completion of this offering, Compuware will hold approximately     % of our outstanding common stock (or approximately     % if the underwriters exercise their over-allotment option in full). For as long as Compuware or its successor-in-interest continues to control more than 50% of our common stock, Compuware or its successor-in-interest will be able to direct the election of all the members of our board of directors and exercise control over our business and affairs, including any determinations with respect to mergers or other business combinations involving us, the acquisition or disposition of assets, the incurrence of indebtedness, the issuance of any additional common stock or other equity securities, and the payment of dividends with respect to our common stock. Similarly, Compuware or its successor-in-interest will have the power to determine matters submitted to a vote of our shareholders without the consent of our other shareholders, will have the power to prevent a change in control of us and will have the power to take other actions that might be favorable to Compuware or its successor-in-interest.

Compuware has agreed not to sell or otherwise dispose of any of our common stock for a period of 180 days from the date of this prospectus without the prior written consent of the representative of the underwriters, except with respect to transactions relating to any securities acquired in open market transactions after the completion of this offering. See “Underwriting.” However, there can be no assurance concerning the period of time during which Compuware will maintain its ownership of our common stock following this offering.

Beneficial ownership of at least 80% of the total voting power and value of our outstanding stock is required in order for Compuware to continue to include us in its consolidated group for U.S. federal income tax purposes,

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and beneficial ownership of at least 80% of the total voting power and 80% of each class of non-voting capital stock is required in order for Compuware to effect the Tax-Free Distribution of us or certain other tax-free transactions. Compuware announced on January 25, 2013 that it plans to distribute its shares of our common stock within one year following this offering. It is intended that we will be included in Compuware’s consolidated group for U.S. federal income tax purposes immediately following the offering until the Tax-Free Distribution.

Agreements between Compuware and Us

In connection with this offering and the contribution by Compuware to us of substantially all of the assets and liabilities relating to our business, we have entered into certain agreements with Compuware governing various interim and ongoing relationships between us. These agreements include:

• a master separation agreement;

• an employee benefits agreement;

• a Compuware services agreement;

• an intellectual property agreement;

• a registration rights agreement;

• a shared services agreement; and

• a tax sharing agreement.

The agreements summarized below are filed as exhibits to the registration statement of which this prospectus is a part. We encourage you to read the full text of these material agreements. We have entered into these agreements with Compuware in the context of our relationship with Compuware as the owner of in excess of 80% of the total voting power of our common stock. The prices and other terms of these agreements will be designed to be consistent with the requirements of Section 482 of the Code and related U.S. Treasury Regulations with respect to transactions between related parties.

Master Separation Agreement

The master separation agreement contains key provisions relating to our ongoing relationship with Compuware. The master separation agreement also contains agreements relating to the conduct of this offering and future transactions, and will govern the relationship between Compuware and us subsequent to this offering. Unless otherwise required by the specific provisions of the agreement, the master separation agreement will terminate on a date that is five years after the first date on which Compuware ceases to own shares representing at least 20% of our common stock. The provisions of the master separation agreement related to our cooperation with Compuware in connection with future litigation will survive seven years after the termination of the agreement, and provisions related to indemnification by us and Compuware will survive indefinitely.

This Offering. The master separation agreement requires us to use commercially reasonable efforts to satisfy certain conditions to the completion of this offering. Compuware may, in its sole and absolute discretion, choose to proceed with or abandon this offering. All costs and expenses of Covisint and Compuware relating to this offering will be paid by us (except for Compuware’s internal fees, costs and expenses related to this offering).

Future Distribution. Additionally, we have agreed to cooperate, at our expense, with Compuware to accomplish a distribution by Compuware of our common stock intended to qualify as a tax-free transaction, and we have agreed to promptly take any and all actions necessary or desirable to effect any such distribution. Compuware will determine, in its sole discretion, whether such distribution shall occur, the date of the distribution and the form, structure and all other terms of any transaction to effect the distribution. Such

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determination may take into account, without limitation, the potential impact on the Tax-Free Distribution of a change in control of Compuware . While a distribution may not occur at all, Compuware announced on January 25, 2013 that it plans to distribute its shares of our common stock within one year following this offering. At any time prior to completion of a distribution, Compuware may decide to abandon the distribution, or may modify or change the terms of the distribution, which could have the effect of accelerating or delaying the timing of the distribution.

Anti-Dilution Automatic Purchase of our Common Stock. Pursuant to the master separation agreement, Compuware has an ongoing obligation to purchase from us, and we have an obligation to sell to Compuware, such number of shares of our common stock as necessary to prevent Compuware’s voting ownership percentage of our stock from falling below 80.1% following the completion of this offering. This purchase and sale is automatically effectuated by Compuware and us in connection with such issuance by us of common stock. In connection with this purchase obligation, Compuware will pay a price per share of our common stock equal to the average market price of our common stock over a five-day period before its purchase of our stock or, if such sale prices are unavailable or our common stock is not then so traded, then the value of such shares will be determined in accordance with agreed-upon procedures reasonably satisfactory to Compuware and us. Compuware’s obligation to purchase our common stock from us, and our obligation to sell our common stock to Compuware to maintain Compuware’s ownership percentage in us, will terminate on the earliest of (i) the date of the Tax-Free Distribution, (ii) the end of the day on December 31, 2014, or (iii) the date on which, if the option has been transferred to a subsidiary of Compuware, that subsidiary ceases to be a subsidiary of Compuware.

Indemnification. The master separation agreement provides for cross-indemnities that generally place the financial responsibility on us and our subsidiaries for all liabilities associated with the current and historical Covisint business and operations, and generally place on Compuware the financial responsibility for liabilities associated with all of Compuware’s other current and historical businesses and operations, in each case regardless of the time those liabilities arise. The master separation agreement also contains indemnification provisions under which we and Compuware each indemnify the other with respect to material breaches of the master separation agreement or any intercompany agreement.

In addition to our general indemnification obligations described above relating to the current and historical Covisint business and operations, we will indemnify Compuware against liabilities arising from misstatements or omissions in this prospectus or the registration statement of which it is a part, except for misstatements or omissions relating to information that Compuware provided to us specifically for inclusion in this prospectus or the registration statement of which it forms a part. We will also indemnify Compuware against liabilities arising from any misstatements or omissions in our subsequent SEC filings and from information we provide to Compuware specifically for inclusion in Compuware’s annual or quarterly reports following the completion of this offering, but only to the extent that the information pertains to us or our business or to the extent Compuware provides us prior written notice that the information will be included in its annual or quarterly reports and the liability does not result from the action or inaction of Compuware.

In addition to Compuware’s general indemnification obligations described above relating to the current and historical Compuware business and operations, Compuware will indemnify us for liabilities under litigation matters related to Compuware’s business and for liabilities arising from misstatements or omissions with respect to information that Compuware provided to us specifically for inclusion in this prospectus or the registration statement of which it forms a part. Compuware will also indemnify us against liabilities arising from information Compuware provides to us specifically for inclusion in our annual or quarterly reports following the completion of this offering, but only to the extent that the information pertains to Compuware or Compuware’s business or to the extent we provide Compuware prior written notice that the information will be included in our annual or quarterly reports and the liability does not result from our action or inaction.

For liabilities arising from events occurring on or before the time of this offering, the master separation agreement contains a general release. Under this provision, we release Compuware and its subsidiaries,

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successors and assigns, and Compuware releases us and our subsidiaries, successors and assigns, from any liabilities arising from events between us on the one hand, and Compuware on the other hand, occurring on or before the time of this offering, including in connection with the activities to implement this offering. The general release does not apply to liabilities allocated between the parties under the master separation agreement or other intercompany agreements or to specified ongoing contractual arrangements.

Accounting Matters; Legal Policies. Under the master separation agreement, we agree to use commercially reasonable efforts to use the same independent certified public accountants selected by Compuware and to maintain the same fiscal year as Compuware until such time as Compuware accomplishes the Tax-Free Distribution. We also agree to use commercially reasonable efforts to complete our audit and provide Compuware with all financial and other information on a timely basis such that Compuware may meet its deadlines for filing its annual and quarterly financial statements.

Additionally, until such time as Compuware accomplishes the Tax-Free Distribution, the master separation agreement requires us to comply with all Compuware policies and directives identified by Compuware as critical to legal and regulatory compliance and to not adopt legal or regulatory policies or directives inconsistent with the policies identified by Compuware.

Employee Benefits Agreement

The employee benefits agreement formalizes the relationship between us and Compuware with respect to the allocation of employment-related and employee benefits liabilities, as well as setting forth the terms and conditions of our employees’ continued participation in certain of Compuware’s employee benefits plans and programs.

Under the employee benefits agreement, we agree to retain or assume specified employment-related and employee benefit liabilities of all Covisint employees, Covisint former employees, or other service providers providing services directly to the Covisint business. Pursuant to the employee benefits agreement, until the date of the Tax-Free Distribution (or such earlier date mutually agreed upon by the parties), our employees will continue to participate in the Compuware health and welfare and retirement programs. Any outstanding equity awards granted to a Covisint employee or service provider under a Compuware equity incentive plan will continue under the terms and conditions of such Compuware plan.

The employee benefits agreement may be terminated or amended at any time upon mutual consent of the parties.

Compuware Services Agreement

Under the Compuware services agreement, Compuware or its affiliates will provide us with certain professional services which we or our subsidiaries may request from time to time in support of our solutions, including software development and technical support services. Compuware or its affiliates will provide these services to us as identified on one or more service orders. We will compensate Compuware for these professional services on a case-by-case basis in accordance with rates to be mutually agreed upon. Because most of the Compuware employees who had been providing us services under the Compuware services agreement became our employees effective March 1, 2013, our need to obtain such services from Compuware or its affiliates will be on a much smaller scale than originally contemplated. Such services will be provided at market rates.

Furthermore, we have agreed in the Compuware services agreement that the services are to be provided without warranty of any nature, express or implied. In addition, we have agreed that Compuware’s liability under the Compuware services agreement is limited to indemnifying us for our losses caused by a breach of the agreement by Compuware or the gross negligence, bad faith or willful misconduct of Compuware or its affiliates.

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Intellectual Property Agreement

The intellectual property agreement formalizes the relationship between us and Compuware with respect to our access and use of certain Compuware intellectual property and with respect to Compuware’s access and use of certain of our intellectual property.

Under the intellectual property agreement, Compuware has granted to us a royalty-free license to use certain Compuware software and a right to access and use certain Compuware-hosted solutions and we have granted Compuware a royalty-free license and right to access and use certain of our solutions. In addition, the licenses and rights granted by both of us include the limited right to grant sublicenses to our affiliates and certain third-party vendors and customers or to permit our affiliates and certain third-party vendors and customers to access and use the hosted solutions covered by this agreement, subject to certain limitations and conditions. The licenses and rights granted under this agreement also cover all updates, enhancements and subsequent versions of the solutions and hosted services licensed or made available under the agreement.

Under the intellectual property agreement, Compuware will indemnify us for any losses arising out of any third-party claims against us alleging that our use of the solutions and hosted services licensed or made available by Compuware to us under the intellectual property agreement infringe the intellectual property rights of that third party, and we will indemnify Compuware for any losses arising out of any third-party claims against Compuware alleging that Compuware’s use of the solutions and hosted services licensed or made available by us to Compuware under the intellectual property agreement infringe the intellectual property rights of that third party. In addition, Compuware will indemnify us for any losses arising out of any third-party claims against us based on Compuware’s breach of the agreement or actions that constitute gross negligence, bad faith or willful misconduct. Similarly, we will indemnify Compuware for any losses arising out of any third-party claims against Compuware based on our breach of the agreement or actions that constitute gross negligence, bad faith or willful misconduct.

Unless otherwise agreed, the licenses and rights granted under the intellectual property agreement will terminate upon such time as Compuware accomplishes the Tax-Free Distribution. At that time, if and to the extent that either of us have granted a sublicense of, or permitted the access and use of, the other party’s solutions and hosted services licensed or made available to one or more of our customers, such sublicenses or rights will terminate. In such event, we and Compuware have agreed to work together to jointly develop and execute a plan to mitigate the effects of any such termination to our customers who may be affected.

Registration Rights Agreement

Under the registration rights agreement, we provide Compuware with certain registration rights because the shares of our common stock held by Compuware after this offering will be deemed “restricted securities” as defined in Rule 144 under the Securities Act. Accordingly, Compuware may only sell a limited number of shares of our common stock into the public markets without registration under the Securities Act. At the request of Compuware, we will use commercially reasonable efforts to register shares of our common stock that are held by Compuware after the closing of this offering, or subsequently acquired, for public sale under the Securities Act. Compuware may request up to two registrations in any calendar year. We also provide Compuware with “piggy-back” rights to include its shares in future registrations by us of our securities under the Securities Act. There is no limit on the number of these “piggy-back” registrations in which Compuware may request its shares be included.

Compuware may not transfer its registration rights other than to an affiliate. Compuware’s registration rights will terminate on the earlier of the date on which Compuware has sold or transferred all of its shares of our common stock deemed “restricted securities” or our common stock held by Compuware may be sold without restriction pursuant to Rule 144 of the Securities Act.

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We have agreed to cooperate in these registrations and related offerings. All expenses payable in connection with such registrations will be paid by us, including the fees and expenses of one firm of legal counsel chosen by Compuware, except that Compuware will pay all its own internal administrative costs and underwriting discounts and commissions applicable to the sale of its shares of our common stock.

Shared Services Agreement

Under the shared services agreement, Compuware will provide us with certain administrative, financial, legal, tax, insurance, facility, information technology and other services. For such time as the shared services agreement is in effect, Compuware and Covisint may agree on additional services to be included in the shared services agreement. Compuware will provide services to us with substantially the same degree of skill and care as such services are performed within Compuware. We will pay fees to Compuware for the services rendered based on the number and total cost of the Compuware employees required to provide services, or as otherwise may be agreed.

The initial term of the shared services agreement will expire at such a time as Compuware accomplishes the Tax-Free Distribution and will be extended automatically for additional three-month terms unless terminated by one of the parties upon at least 45 days’ prior written notice, however, upon a termination by Compuware any existing real estate license may continue for up to 90 days. Prior to the expiration of the initial term and any subsequent renewal term, we will agree with Compuware to adjust the fees payable for services under the agreement, as necessary, to accurately reflect the level of services we require. We have the right to terminate any of the services provided by Compuware under the shared services agreement at any time upon 30 days’ prior written notice of termination to Compuware or, in the case of Compuware’s failure to perform any of its material obligations under the agreement, upon the 30th day of Compuware’s continued failure to perform. As of the date of this prospectus, we expect that Compuware will provide us with these services for a period longer than the initial term.

Furthermore, Compuware has agreed under the shared services agreement to indemnify us with respect to, our own losses for property damage or personal injury in connection with the services provided to us, to the extent that such losses are caused by the gross negligence, bad faith or willful misconduct of Compuware.

Tax Sharing Agreement

Until December 31, 2012, the Covisint business operated as a division of Compuware and, as a division, our operations were included in the tax returns filed by Compuware’s consolidated group, or the Consolidated Group, for U.S. federal income tax purposes, as well as in certain consolidated, combined or unitary groups that include Compuware and/or certain of its subsidiaries, which we refer to as the Combined Group, for taxes other than U.S. federal income taxes. Effective January 1, 2013, Compuware made a contribution to us of substantially all the assets and liabilities relating to our business and, as a member of the Consolidated Group, our operations have been included in the Consolidated Group since that date for tax periods or portions thereof commencing after such contribution in which Compuware owned at least 80% of the total voting power and value of our outstanding stock. In the event that we were not included in the Consolidated Group, we would no longer join in the filing of the Consolidated Group’s federal income tax returns and would file federal income tax returns separate from the Consolidated Group following the deconsolidation.

Pursuant to the tax sharing agreement, we and Compuware generally will make payments to each other such that, with respect to tax returns for specified taxable periods in which we or any of our subsidiaries are included in a Consolidated Group or in any Combined Group, the amount of taxes to be paid by us or tax reimbursement paid to us will be determined, subject to certain adjustments, as if we and each of our subsidiaries included in the Consolidated Group or in any Combined Group filed our own consolidated, combined, unitary or separate tax return. The tax sharing agreement also provides for the allocation between Compuware and Covisint of compensation-related deductions attributable to employee stock options and restricted stock granted to

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employees of the Covisint business. Compuware may be required to make payments to us in the event that Compuware realizes the tax benefits of such compensation-related deductions. If the projected amount of a tax sharing payment owed by us under the tax sharing agreement or the amount of Covisint tax assets exceeds a threshold amount with respect to a return of a Consolidated Group or any Combined Group, Compuware will provide to us a pro forma draft of the portion of such tax returns that reflect our separate tax liability or the amount of separate tax assets and related materials in order to determine the amount of tax sharing payments or the amount of tax assets under the tax sharing agreement. We will be responsible for any taxes with respect to tax returns that include only us and our subsidiaries.

Compuware will be primarily responsible for controlling and contesting any audit or other tax proceeding with respect to the Consolidated Group or any Combined Group. Disputes arising between the parties relating to matters covered by the tax sharing agreement are subject to resolution through specific dispute resolution provisions.

It is intended that we will be included in the Consolidated Group immediately following this offering and until the Tax Free Distribution. However, if Compuware were to own less than 80% of the total value of our outstanding stock on account of, for example, exercise of the underwriters’ over-allotment, the exercise of employee stock options or the issuance of additional stock following the offering, such inclusion in the Consolidated Group would cease. Such a deconsolidation could also negatively impact Compuware’s ability to distribute its shares of our common stock to its shareholders in a tax-free transaction. Pursuant to the tax sharing agreement, Compuware, during any part of specified consolidated return years, is liable for the tax on the consolidated return of such year, except for such taxes related to (i) our separate tax liability and (ii) the Covisint business and operations of such year and for any subsequently determined deficiency thereon. In some jurisdictions, each member of a consolidated, combined or unitary group for federal income or state, local or foreign tax purposes is jointly and/or severally liable for the federal income or state, local or foreign tax liability of each other member of the consolidated, combined or unitary group. Accordingly, although the tax sharing agreement allocates tax liabilities between us and Compuware, for any period in which we were included in the Consolidated Group or a Combined Group, we could be liable in the event that any tax liability was incurred, but not discharged, by any other member of the Consolidated Group or any Combined Group.

Compuware announced on January 25, 2013 that it plans to distribute its shares of our common stock within one year following this offering. We and Compuware have agreed to set forth our respective rights, responsibilities and obligations with respect to such a Tax-Free Distribution in the tax sharing agreement. If Compuware pursues the announced Tax-Free Distribution, we have agreed to cooperate with Compuware and to take any and all actions reasonably requested by Compuware in connection with such a transaction. We have also agreed not to knowingly take or fail to take any actions that could reasonably be expected to preclude Compuware’s ability to undertake the Tax-Free Distribution. In the event Compuware accomplishes the Tax-Free Distribution, we have agreed not to take certain actions, such as stock issuances, redemptions, certain stock repurchases, amending our articles of incorporation or other organizational documents to affect the voting rights of our stock, mergers or consolidations, liquidations or partial liquidations, asset sales or contributions, or other actions or transactions that could jeopardize the reorganization status of the Tax-Free Distribution within the two years following the Tax-Free Distribution without first obtaining the opinion of tax counsel or a private letter ruling to the effect that such actions will not result in the Tax-Free Distribution failing to qualify as a tax-free transaction. In addition, we generally would be responsible for, among other things, certain taxes imposed under the consolidated return regulations and any taxes (including taxes that could be imposed on Compuware under Section 355(e) of the Code) resulting from the failure of the Tax-Free Distribution to qualify as a tax-free transaction to the extent such taxes are attributable to, or result from, certain actions or failures to act by us or certain transactions involving us following the Tax-Free Distribution. We also generally would be responsible for 50% of such taxes to the extent such taxes are not attributable to, or do not result from, certain actions or failures to act by either us or Compuware.

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PRINCIPAL SHAREHOLDERS

As of the date of this prospectus, 100% of our outstanding common stock is owned by Compuware. Upon completion of this offering, Compuware will beneficially own     % of our issued and outstanding common stock. After completion of this offering, Compuware will be able, acting alone, to elect our entire board of directors and to approve any action requiring shareholder approval.

The following table sets forth information regarding the beneficial ownership of our common stock as of the date of this prospectus, immediately following the completion of this offering, for:

• each person known by us to beneficially own more than 5% of our common stock;

• each executive officer named in the Summary Compensation Table under “Executive Compensation”;

• each of our directors; and

• each of our directors and executive officers as a group.

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if they have or share the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or have the right to acquire such powers within 60 days. Accordingly, the following table does not include options to purchase our common stock which are not exercisable within the next 60 days. This table does not reflect any shares of common stock that our directors and executive officers may purchase in this offering. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Covisint Corporation, One Campus Martius, Detroit, Michigan 48226.

Name and Address of Beneficial Owner	Beneficial Ownership of our Common Stock			Percentage Prior  to this Offering		Percentage After this Offering
5% Shareholders
Compuware(1)		30,003,000			%		%
Executive Officers and Directors
David A. McGuffie		—			%		%
W. James Prowse		—			%		%
Steven R. Asam		7,000	(2)		%		%
Bernard M. Goldsmith		33,510	(2)		%		%
William O. Grabe		33,510	(2)		%		%
Robert C. Paul		—			%		%
Ralph J. Szygenda		33,510	(2)		%		%
All directors and executive officers as a group (7 persons)		107,530	(2)		%		%

(1) The address of Compuware is One Campus Martius, Detroit, Michigan 48226.

(2) Represents option shares granted in accordance with our 2009 Long Term Incentive Plan, which option shares will vest and be exercisable upon completion of this offering.

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DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock and provisions of our articles of incorporation and bylaws are summaries thereof and are qualified by reference to our articles of incorporation and bylaws, copies of which have been filed with the SEC as exhibits to our registration statement of which this prospectus forms a part.

General

Upon completion of this offering, our authorized capital stock will consist of:

• 50 million shares of common stock, no par value; and

• 5 million shares of undesignated preferred stock, no par value.

As of the date of this prospectus, 30,003,000 shares of common stock are outstanding. Upon completion of this offering, there will be outstanding              shares of common stock. As of the date of this prospectus, no preferred stock has been designated or is outstanding.

Common Stock

Dividend Rights

Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends, out of assets legally available, sharing equally in all such dividends on a per share basis, at the times and in the amounts that our board of directors may determine from time to time.

Voting Rights

Holders of our common stock are entitled to one vote per share. Generally, all matters to be voted on by shareholders must be approved by a majority of the votes entitled to be cast at a meeting by all shares of common stock present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock.

Right to Receive Liquidation Distributions

Upon our liquidation, dissolution or winding-up, the holders of our common stock are entitled to share equally in all of our assets remaining after payment of all liabilities and the liquidation preferences of any outstanding preferred stock.

Preferred Stock

No shares of our preferred stock are outstanding as of the date of this prospectus. However, our board of directors is empowered, subject to any requirements of NASDAQ, to cause the 5 million authorized shares of our preferred stock to be issued from time to time in one or more series, with the numbers of shares of each series and the designations, preferences and relative, participating, optional, dividend and other special rights of the shares of each such series and the qualifications, limitations, restrictions, conditions and other characteristics thereof as fixed by our board of directors. Among the specific matters that may be determined by our board of directors are:

• the designation of each series;

• the number of shares of each series;

• the rate of dividends, if any;

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• whether dividends, if any, shall be cumulative or noncumulative;

• the terms of redemption, if any;

• the rights of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our company;

• rights and terms of conversion or exchange, if any;

• restrictions on the issuance of shares of the same series or any other series, if any; and

• voting rights, if any.

We have no present plans to issue any shares of preferred stock. The ability of our board of directors to issue preferred stock without shareholder approval could have the effect of delaying, deferring or preventing a change in control of us or the removal of our existing management.

Warrants

As of the date of this prospectus, there were no outstanding warrants to purchase shares of our capital stock.

Registration Rights

We have entered into a registration rights agreement with Compuware which, among other things, provides for specified registration and other rights relating to common stock owned by Compuware. See “Certain Relationships and Related Party Transactions—Relationship with Compuware.”

Anti-Takeover Effects of Our Articles of Incorporation and Bylaws

The provisions of our articles of incorporation and our bylaws described below may have the effect of delaying, deferring or discouraging another party from acquiring control of us.

Advance Notice Procedure

Our bylaws provide an advance notice procedure for shareholders to nominate director candidates for election or to bring business before an annual meeting of shareholders, including proposed nominations of persons for election to the board of directors. Subject to the rights of the holders of any series of preferred stock, only persons nominated by, or at the direction of, our board of directors or by a shareholder who has given proper and timely notice to our secretary prior to the meeting, will be eligible for election as a director. In addition, any proposed business other than the nomination of persons for election to our board of directors must constitute a proper matter for shareholder action pursuant to the notice of meeting delivered to us. For notice to be timely, it must be received by our secretary not less than 90 nor more than 120 calendar days prior to the first anniversary of the previous year’s annual meeting (or if the date of the annual meeting is advanced more than 30 calendar days or delayed by more than 60 calendar days from such anniversary date, no more than 90 days prior to such meeting or the 10th calendar day after public announcement of the date of such meeting is first made). These advance notice provisions may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtain control of us.

Shareholder Action by Written Consent; Special Meetings

Our articles of incorporation provide that until such time as Compuware or its successor-in-interest ceases to hold shares representing at least a majority of votes entitled to be cast by the holders of our common stock, any action required or permitted to be taken by shareholders at any annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, so long as written consent is obtained from the

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holders of the minimum number of votes that would have been required to authorize or take action if such a meeting were held. From and after such time as Compuware or its successor-in-interest ceases to hold shares representing at least a majority of the votes entitled to be cast by the holders of our common stock, any action required or permitted to be taken by shareholders may be effected only at a duly called annual or special meeting of shareholders and may not be effected by a written consent or consents by shareholders in lieu of such a meeting.

Except as otherwise required by law, special meetings of our shareholders for any purpose or purposes may only be called by (1) Compuware or its successor-in-interest, so long as Compuware or its successor-in-interest is the beneficial owner of at least a majority of the votes entitled to be cast by the holders of our common stock, (2) our chairman or (3) our board of directors or our secretary pursuant to a resolution approved by a majority of directors then in office. No business other than that stated in the notice of a special meeting may be transacted at such special meetings.

Cumulative Voting

Our shareholders do not have cumulative voting rights.

Amendment

All provisions of our articles of incorporation may be amended with the approval of a majority of the votes entitled to be cast, except that any change to the corporate opportunities provisions of our articles of incorporation requires the approval of at least 80% of the votes entitled to be cast.

Our bylaws may be amended, supplemented or repealed upon the vote of our shareholders or board of directors at any meeting duly held in accordance with our bylaws.

Michigan Law Regulating Corporate Takeovers

Chapter 7A of the Michigan Business Corporation Act may affect attempts to acquire control of us. In general, under Chapter 7A, “business combinations” (defined to include, among other transactions, certain mergers, dispositions of assets or shares and recapitalizations) between covered Michigan business corporations or their subsidiaries and an “interested shareholder” (defined as the direct or indirect beneficial owner of at least 10% of the voting power of a covered corporation’s outstanding shares) can only be consummated if approved by at least 90% of the votes of each class of the corporation’s shares entitled to vote and by at least two-thirds of such voting shares not held by the interested shareholder or affiliates, unless five years have elapsed after the person involved became an “interested shareholder” and unless certain price and other conditions are satisfied. Our board of directors has the power to elect to be subject to Chapter 7A as to specifically identified or unidentified interested shareholders.

Provisions of Our Articles of Incorporation Relating to Related Party Transactions and Corporate Opportunities.

In order to address potential conflicts of interest between us and Compuware with respect to corporate opportunities that are otherwise permitted to be undertaken by us, our articles of incorporation contain provisions regulating and defining the conduct of our affairs as they may involve Compuware and its officers and directors, and our powers, rights, duties and liabilities and those of our officers, directors and shareholders in connection with our relationship with Compuware. In general, these provisions recognize that, subject to the limitations related to our technology and solution development and marketing activities, we and Compuware may engage in the same or similar business activities and lines of business, may have an interest in the same areas of corporate opportunities and will continue to have contractual and business relations with each other, including officers and directors of Compuware serving as our directors.

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Our articles of incorporation provide that, subject to the limitations related to our technology and solution development and marketing activities, Compuware will have no duty to refrain from:

• engaging in the same or similar business activities or lines of business as us;

• doing business with any of our clients or customers; or

• employing or otherwise engaging any of our officers or employees.

Our articles of incorporation provide that if Compuware acquires knowledge of a potential transaction or matter which may be a corporate opportunity for both us and Compuware, Compuware will have no duty to communicate or present such corporate opportunity to us and we will, to the fullest extent permitted by law, renounce any interest or expectancy in any such opportunity and waive any claim that such corporate opportunity be presented to us. Compuware will have satisfied its fiduciary duty with respect to such a corporate opportunity and will not be liable to us or our shareholders for breach of any fiduciary duty as our shareholder by reason of the fact that Compuware acquires or seeks the corporate opportunity for itself, directs that corporate opportunity to another person or does not present that corporate opportunity to us.

If one of our directors or officers who is also a director or officer of Compuware learns of a potential transaction or matter that may be a corporate opportunity for both us and Compuware and which may be properly pursued by us pursuant to the limitations related to our technology and solution development and marketing activities, our articles of incorporation provide that the director or officer will have satisfied his or her fiduciary duties to us and our shareholders, will not be liable for breach of fiduciary duties to us and our shareholders with respect to such corporate opportunity, and will be deemed not to have derived an improper personal economic gain from such corporate opportunity if the director or officer acts in good faith in a manner consistent with the following policy:

• where an opportunity is offered to a Covisint director (but not an officer) who is also a director or officer of Compuware, Covisint will be entitled to pursue such opportunity only when expressly offered to such individual solely in his or her capacity as a Covisint director;

• where an opportunity is offered to a Covisint officer who is also a Compuware officer, Covisint will be entitled to pursue such opportunity only when expressly offered to such individual solely in his or her capacity as a Covisint officer;

• where an opportunity is offered to a Covisint officer who is also a director (but not an officer) of Compuware, Covisint will be entitled to pursue such opportunity unless expressly offered to the individual solely in his or her capacity as a Compuware director; and

• where one of our officers or directors, who also serves as a director or officer of Compuware, learns of a potential transaction or matter that may be a corporate opportunity for both us and Compuware in any manner not addressed in the foregoing descriptions, such director or officer will have no duty to communicate or present that corporate opportunity to us and will not be liable to us or our shareholders for breach of fiduciary duty by reason of the fact that Compuware pursues or acquires that corporate opportunity for itself.

The foregoing limitation of liability provisions are not intended to be an allocation of corporate opportunities between us and Compuware.

For purposes of our articles of incorporation, “corporate opportunities” are limited to business opportunities contemplated by our development and marketing of cloud engagement Platform-as-a-Service offerings and, subject to this limitation, include business opportunities which we are financially able to undertake, which are, from their nature, in our line of business, are of practical advantage to us and are ones in which we have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Compuware or its officers or directors will be brought into conflict with our self-interest.

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The corporate opportunity provisions in our articles of incorporation will continue in effect until the later of (1) Compuware or its successor-in-interest ceasing to beneficially own 20% or more of the outstanding shares of our common stock and (2) the date upon which no Covisint officer or director is also an officer or director of Compuware or its successor-in-interest. The vote of at least 80% of the votes entitled to be cast will be required to amend, alter, change or repeal the corporate opportunity provisions.

By becoming a shareholder in our company, you will be deemed to have notice of and have consented to the provisions of our articles of incorporation, including those related to corporate opportunities that are described above.

Limitations on Liability and Indemnification Matters

Sections 1561 through 1571 of the Michigan Business Corporation Act, or the MBCA, authorize a corporation to grant or a court to award, indemnity to directors, officers, employees and agents in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933.

Our bylaws provide that with respect to non-derivative actions, we will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a director or officer of us, or, while serving as a director or officer of us, is or was serving at our requests as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorneys’ fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of us or our shareholders, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. With respect to derivative actions, we will indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action or suit by or our right to procure a judgment in its favor by reason of the fact that the person is or was a director or officer of us, or, while serving as a director or officer of us, is or was serving at our request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by the person in connection with such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of us or our shareholders. Our bylaws also provide that we will indemnify a director or officer for the expenses incurred in the successful defense of any such proceeding, subject to the provisions of the MBCA. Further, we may pay or reimburse the expenses of any person who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition, subject to certain limitations. These rights are not exclusive of any other right that any person seeking indemnification or advancement of expenses may have or acquire under a contractual arrangement with us. No amendment or repeal of these provisions will apply to or have any effect on any director or officer of us for or with respect to any acts or omissions of such director or officer occurring prior to the time of any such amendment or repeal. Our bylaws also specifically authorize us to maintain insurance and to grant similar indemnification rights to our employees or agents.

Section 1209 of the MBCA permits a Michigan corporation to include in its articles of incorporation a provision eliminating or limiting a director’s liability to a corporation or its shareholders for monetary damages for breaches of fiduciary duty. The enabling statute provides, however, that liability for breaches of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct or knowing violations of the law, or the receipt of improper personal benefits cannot be eliminated or limited in this manner. Our articles of incorporation include a provision which eliminates, to the fullest extent permitted by the MBCA, director liability for monetary damages for breaches of fiduciary duty.

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Stock Exchange Listing Symbol

We have applied to list our common stock on the NASDAQ Global Market under the symbol “COVS”.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock will be Computershare Trust Company, N.A.

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SHARES ELIGIBLE FOR FUTURE SALE

Before our initial public offering, there has not been a public market for shares of our common stock. Future sales of substantial shares of our common stock, including shares issued upon the settlement of outstanding options, in the public market after our initial public offering, or the possibility of these sales occurring, could cause the prevailing market price for our common stock to fall or impair our ability to raise equity capital in the future.

After our initial public offering, we will have outstanding              shares of our common stock (              shares of our common stock if the underwriters exercise in full their over-allotment option). This              includes shares of common stock (              shares of our common stock if the underwriters exercise in full their over-allotment option) that we are selling in our initial public offering, which shares may be resold in the public market immediately following our initial public offering, and assumes no exercise of outstanding options.

The              shares of common stock that are not offered in our initial public offering, as well as shares reserved for future issuance under our 2009 Long Term Incentive Plan, will be “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under the Securities Act, and these restricted securities will not be available for sale in the public market until 181 days after the date of this prospectus.

Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell those shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person is entitled to sell those shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, each of our affiliates or persons selling shares on behalf of each of our affiliates are entitled to sell upon the expiration of the lock-up agreements described below, within any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:

• 1% of the number of shares of common stock then outstanding, which will equal approximately shares immediately after our initial public offering, or

• the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Lock-Up Agreements and Market Standoff Provisions

Our officers, directors, substantially all of our other option holders, and Compuware have agreed with the underwriters not to dispose of any of our common stock or securities convertible into or exchangeable for shares of our common stock for specified periods of time after the date of this prospectus, except with the prior written

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consent of the underwriters. Under the terms of their lock-up agreement with the underwriters, Compuware, our directors and our executive officers are eligible to sell shares of our common stock 181 days after the date of this prospectus, subject to certain exceptions as described in “Underwriting.”

In addition, we have agreed with our underwriters not to sell any shares of our common stock or securities convertible into or exchangeable for shares of our common stock for a period of 180 days after the date of this prospectus. The underwriters may, at any time, waive these restrictions.

See “Underwriting” for a more complete description of the lock-up agreements that we and our directors, executive officers, and Compuware have entered into with the underwriters.

Registration Rights

Upon the closing of our initial public offering, Compuware will be entitled to rights with respect to the registration of the sale of common stock under the Securities Act. Registration of the sale of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates. See “Certain Relationships and Related Party Transactions—Relationship with Compuware—Registration Rights Agreement.”

Registration Statement

We intend to file a registration statement on Form S-8 under the Securities Act covering all of the shares of our common stock options outstanding, as well as reserved for future issuance, under our stock plans. We expect to file this registration statement as soon as practicable after our initial public offering. However, none of the shares registered on Form S-8 will be eligible for resale until the expiration of the lock-up agreements to which they are subject.

Tax-Free Distribution

Following this offering, Compuware will own 30,003,000 shares of our common stock, representing approximately % of the total outstanding shares of our common stock. Compuware announced on January 25, 2013 that it plans to distribute its shares of our common stock within one year following this offering.

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF

OUR COMMON STOCK

This section summarizes the material U.S. federal income and estate tax considerations relating to the acquisition, ownership and disposition of our common stock by “non-U.S. holders” (defined below) pursuant to this offering. This summary does not provide a complete analysis of all potential U.S. federal income tax considerations relating thereto. The information provided below is based upon provisions of the Code, Treasury regulations promulgated thereunder, administrative rulings, and judicial decisions currently in effect. These authorities may change at any time, possibly retroactively, or the IRS, might interpret the existing authorities differently. In either case, the tax considerations of owning or disposing of our common stock could differ from those described below.

For purposes of this summary, a “non-U.S. holder” is any holder of our common stock, other than a partnership, that is not:

• an individual who is a citizen or resident of the United States;

• a corporation, or other entity taxable as a corporation, created or organized under the laws of the United States, any state therein or the District of Columbia;

• a trust if it (1) is subject to the primary supervision of a U.S. court and one of more U.S. persons have authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person; or

• an estate whose income is subject to U.S. income tax regardless of source.

If you are an individual, you may, in many cases, be deemed to be a resident alien, as opposed to a nonresident alien, by virtue of being present in the United States for at least 31 days in the calendar year and for an aggregate of at least 183 days during a three-year period ending in the current calendar year. For these purposes, all the days present in the current year, one-third of the days present in the immediately preceding year, and one-sixth of the days present in the second preceding year are counted. Resident aliens are subject to U.S. federal income tax as if they were U.S. citizens. Such an individual is urged to consult his or her own tax advisor regarding the U.S. federal income tax consequences of the ownership or disposition of our common stock. If a partnership or other pass-through entity is a beneficial owner of our common stock, the tax treatment of a partner in the partnership or an owner of the entity will depend upon the status of the partner or other owner and the activities of the partnership or other entity. Any partner in a partnership or owner of a pass-through entity holding shares of our common stock should consult its own tax advisor.

This discussion assumes that a non-U.S. holder will hold our common stock as a capital asset (generally, property held for investment). The summary generally does not address tax considerations that may be relevant to particular investors because of their specific circumstances, or because they are subject to special rules, including, without limitation, if the investor is a former citizen or long-term resident of the United States, “controlled foreign corporation,” “passive foreign investment company,” corporation that accumulates earnings to avoid U.S. federal income tax, real estate investment trust, regulated investment company, dealer in securities or currencies, financial institution, tax-exempt entity, insurance company, person holding our common stock as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, trader in securities that elects to use a mark-to-market method of accounting, person liable for the alternative minimum tax, person who acquired our common stock as compensation for services, or partner in a partnership or beneficial owner of a pass-through entity that holds our common stock. Finally, the summary does not describe the effects of any applicable foreign, state or local laws, or, except to the extent discussed below, the effects of any applicable gift or estate tax laws.

INVESTORS CONSIDERING THE PURCHASE OF OUR COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S.

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FEDERAL INCOME AND ESTATE TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE CONSEQUENCES OF FOREIGN, STATE OR LOCAL LAWS, AND TAX TREATIES.

Dividends

We do not expect to declare or pay any dividends on our common stock in the foreseeable future. If we do pay dividends on shares of our common stock, however, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital that is applied against and reduces, but not below zero, a non-U.S. holder’s adjusted tax basis in shares of our common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of our common stock. See “—Sale of Our Common Stock.”

Any dividend paid to a non-U.S. holder on our common stock will generally be subject to U.S. withholding tax at a 30% rate. The withholding tax might not apply, however, or might apply at a reduced rate, under the terms of an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence. You should consult your tax advisors regarding your entitlement to benefits under a relevant income tax treaty. Generally, in order for us or our paying agent to withhold tax at a lower treaty rate, a non-U.S. holder must certify its entitlement to treaty benefits. A non-U.S. holder generally can meet this certification requirement by providing a Form W-8BEN (or any successor form) or appropriate substitute form to us or our paying agent. If the non-U.S. holder holds the stock through a financial institution or other agent acting on the holder’s behalf, the holder will be required to provide appropriate documentation to the agent. The holder’s agent will then be required to provide certification to us or our paying agent, either directly or through other intermediaries. For payments made to a partnership or other pass-through entity, the certification requirements generally apply to the partners or other owners rather than to the partnership or other entity, and the partnership or other entity must provide the partners’ or other owners’ documentation to us or our paying agent. If you are eligible for a reduced rate of U.S. federal withholding tax under an income tax treaty, you may obtain a refund or credit of any excess amounts withheld by filing an appropriate claim for a refund with the IRS in a timely manner.

Dividends received by a non-U.S. holder that are effectively connected with a U.S. trade or business conducted by the non-U.S. holder, and if required by an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence, are attributable to a permanent establishment maintained by the non-U.S. holder in the United States, are not subject to such withholding tax. To obtain this exemption, a non-U.S. holder must provide us with an IRS Form W-8ECI properly certifying such exemption. Such effectively connected dividends, although not subject to withholding tax, are taxed at the same graduated rates applicable to U.S. persons, net of certain deductions and credits. In addition to the graduated tax described above, dividends received by corporate non-U.S. holders that are effectively connected with a U.S. trade or business of the corporate non-U.S. holder may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable tax treaty.

Sale of Our Common Stock

Non-U.S. holders will generally not be subject to U.S. federal income tax on any gains realized on the sale, exchange or other disposition of our common stock unless:

• the gain (1) is effectively connected with the conduct by the non-U.S. holder of a U.S. trade or business and (2) if required by an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence, is attributable to a permanent establishment (or, in certain cases involving individual holders, a fixed base) maintained by the non-U.S. holder in the United States (in which case the special rules described below apply);

• the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of the sale, exchange or other disposition of our common stock, and certain other

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requirements are met (in which case the gain would be subject to a flat 30% tax, or such reduced rate as may be specified by an applicable income tax treaty, which may be offset by U.S. source capital losses, even though the individual is not considered a resident of the United States); or

• the rules of the Foreign Investment in Real Property Tax Act (FIRPTA) treat the gain as effectively connected with a U.S. trade or business.

The FIRPTA rules may apply to a sale, exchange or other disposition of our common stock if we are, or were within the shorter of the five-year period preceding the disposition and the non-U.S. holder’s holding period, a “U.S. real property holding corporation,” or USRPHC. In general, we would be a USRPHC if interests in U.S. real estate comprised at least half of our business assets. We do not believe that we are a USRPHC and we do not anticipate becoming one in the future. Even if we become a USRPHC, as long as our common stock is regularly traded on an established securities market, such common stock will be treated as U.S. real property interests only if beneficially owned by a non-U.S. holder that actually or constructively owned more than 5% of our outstanding common stock at some time within the five-year period preceding the disposition.

If any gain from the sale, exchange or other disposition of our common stock, (1) is effectively connected with a U.S. trade or business conducted by a non-U.S. holder and (2) if required by an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence, is attributable to a permanent establishment (or, in certain cases involving individuals, a fixed base) maintained by such non-U.S. holder in the United States, then the gain generally will be subject to U.S. federal income tax at the same graduated rates applicable to U.S. persons, net of certain deductions and credits. If the non-U.S. holder is a corporation, under certain circumstances, that portion of its earnings and profits that is effectively connected with its U.S. trade or business, subject to certain adjustments, generally would be subject also to a “branch profits tax.” The branch profits tax rate is generally 30%, although an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence might provide for a lower rate.

U.S. Federal Estate Tax

The estates of nonresident alien individuals generally are subject to U.S. federal estate tax on property with a U.S. situs. Because we are a U.S. corporation, our common stock will be U.S. situs property and therefore will be included in the taxable estate of a nonresident alien decedent, unless an applicable estate tax treaty between the United States and the decedent’s country of residence provides otherwise.

Backup Withholding and Information Reporting

The Code and the Treasury regulations require those who make specified payments to report the payments to the IRS. Among the specified payments are dividends and proceeds paid by brokers to their customers. The required information returns enable the IRS to determine whether the recipient properly included the payments in income. This reporting regime is reinforced by “backup withholding” rules. These rules require the payors to withhold tax from payments subject to information reporting if the recipient fails to cooperate with the reporting regime by failing to provide his taxpayer identification number to the payor, furnishing an incorrect identification number, or failing to report interest or dividends on his returns. The backup withholding tax rate is currently 28%. The backup withholding rules do not apply to payments to corporations, whether domestic or foreign.

Payments to non-U.S. holders of dividends on our common stock generally will not be subject to backup withholding, so long as the non-U.S. holder certifies its nonresident status (and we or our paying agent do not have actual knowledge or reason to know the holder is a U.S. person or that the conditions of any other exemption are not, in fact, satisfied) or otherwise establishes an exemption. The certification procedures to claim treaty benefits described in “—Dividends” will satisfy the certification requirements necessary to avoid the backup withholding tax as well. We must report annually to the IRS any dividends paid to each non-U.S. holder and the tax withheld, if any, with respect to these dividends. Copies of these reports may be made available to tax authorities in the country where the non-U.S. holder resides.

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Under the Treasury regulations, the payment of proceeds from the disposition of shares of our common stock by a non-U.S. holder may be subject to information reporting and/or backup withholding unless the beneficial owner establishes an exemption. You should consult your own tax advisor as to the potential application of information reporting and backup withholding to your disposition of shares of our common stock.

Backup withholding is not an additional tax. Any amounts withheld from a payment to a holder of common stock under the backup withholding rules can be credited against any U.S. federal income tax liability of the holder and may entitle the holder to a refund, provided that the required information is furnished to the IRS in a timely manner.

Recent legislation, the Foreign Account Tax Compliance Act, or FATCA, and administrative guidance generally impose withholding at a rate of 30% on payments to certain foreign entities of dividends on and the gross proceeds of dispositions of our common stock, unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied. Under final Treasury regulations, this withholding generally will apply to payments of dividends made on or after January 1, 2014, and to payments of gross proceeds from a sale or other disposition of our common stock made on or after January 1, 2017. Prospective investors should consult their tax advisors regarding the possible impact of the FATCA rules on their investment in our common stock, including, without limitation, the process and deadlines for meeting the applicable requirements to prevent the imposition of the 30% withholding tax under FATCA.

THE PRECEDING DISCUSSION OF U.S. FEDERAL TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY. IT IS NOT TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.

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UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated                     , 2013, we have agreed to sell to the underwriters named below, for whom Credit Suisse Securities (USA) LLC is acting as representative, the following respective numbers of shares of our common stock:

Underwriter	Number of Shares
Credit Suisse Securities (USA) LLC
Pacific Crest Securities LLC
Allen & Company LLC
Total

The underwriting agreement provides that the underwriters are obligated to purchase all the shares of common stock in this offering if any are purchased, other than those shares covered by the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

We have granted to the underwriters a 30-day option to purchase up              to additional shares from us at the initial public offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of common stock.

The underwriters propose to offer the shares of common stock initially at the public offering price on the cover page of this prospectus less a selling concession of $         per share. After the initial public offering, the representative may change the public offering price and concession and discount to broker/dealers.

The following table summarizes the compensation and estimated expenses we will pay:

	Per Share		Total
	No Exercise	Full Exercise	No Exercise	Full Exercise
Underwriting discounts and commissions
Expenses payable

The representative has informed us that it does not expect sales to accounts over which the underwriters have discretionary authority to exceed 5% of the shares of our common stock being offered.

We have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Securities and Exchange Commission a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of the representative for a period of 180 days after the date of this prospectus.

Our officers and directors and holders of substantially all of our currently outstanding stock and options have agreed that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the representative for a period of 180 days after the date of this prospectus.

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The restrictions described in the two immediately preceding paragraphs shall not apply to:

• transactions by a director, officer or shareholder relating to shares of common stock or other securities acquired in open market transactions after the completion of the offering of the shares;

• the sale of shares of common stock pursuant to the underwriting agreement;

• the issuance by us of shares of common stock upon the exercise of an option or the conversion of a security outstanding on the date of and as described in this prospectus;

• transfers of shares of common stock or any securities convertible into or exercisable or exchangeable for common stock by a director, officer or shareholder to us in connection with the cashless exercise of options to purchase common stock, subject to certain conditions;

• the exercise of options granted under our 2009 Long Term Incentive Plan outstanding on the date of this prospectus, in each case by a director, officer or shareholder;

• the issuance or grant by us of shares, or options to purchase shares of, common stock pursuant to our stock plans described in this prospectus, provided that the recipient of such services or options will sign and deliver a copy of the lock-up agreement to the extent such shares or options become vested within 180 days after the date of this prospectus;

• the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that such plan does not provide for the transfer of common stock during the 180-day restricted period and that no public filing or other public announcement of such plan by us or such holders regarding the establishment of such plan is not required to be or voluntarily made during this 180-day restricted period; and

• the filing by us of a registration statement on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan described in this prospectus.

We and our parent, Compuware, have agreed to indemnify the underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.

We have applied to list the shares of our common stock on the NASDAQ Global Market, under the symbol “COVS”.

In connection with the offering the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.

• Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

• Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

• Syndicate covering transactions involve purchases of our common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in

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the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

• Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the NASDAQ Global Market or otherwise and, if commenced, may be discontinued at any time.

A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representative may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters that will make Internet distributions on the same basis as other allocations.

From time to time, the underwriters may perform investment banking and advisory services for us and/or our parent, Compuware, for which they may receive customary fees and expenses.

In the ordinary course of business, we have, and may in the future, sell solutions to one or more of the underwriters in arms length transactions on market competitive terms.

The shares of our common stock are offered for sale in those jurisdictions in the United States, Europe and elsewhere where it is lawful to make such offers.

Each of the underwriters has represented and agreed that it has not offered, sold or delivered and will not offer, sell or deliver any of the shares of our common stock directly or indirectly, or distribute this prospectus or any other offering material relating to the shares of our common stock, in or from any jurisdiction except under circumstances that will result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on us except as set forth in the underwriting agreement.

Pricing of the Offering

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations among us and the representative of the underwriters. Among the factors to be considered in determining the initial public offering price will be our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours. The estimated initial public offering price range set forth on the cover page of this preliminary prospectus is subject to change as a result of market conditions and other factors.

European Economic Area

In relation to each Member State of the European Economic Area that has implemented the Prospectus Directive, each, a Relevant Member State, each underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, or the Relevant Implementation Date, it has not made and will not make an offer of Securities to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Securities that has been

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approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Securities to the public in that Relevant Member State at any time:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts.

(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the manager for any such offer; or

(d) in any other circumstances that do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of Shares to the public” in relation to any Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable an investor to decide to purchase or subscribe the Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Notice to Investors in the United Kingdom

Each of the underwriters severally represents, warrants and agrees as follows:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, or the FSMA) to persons who have professional experience in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply to us; and

(b) it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the shares of our common stock in, from or otherwise involving the United Kingdom.

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NOTICE TO CANADIAN RESIDENTS

Resale Restrictions

The distribution of our common stock in Canada is being made only in the provinces of Ontario, Quebec, Alberta, British Columbia and Manitoba on a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of our common stock are made. Any resale of our common stock in Canada must be made under applicable securities laws which may vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of our common stock.

Representations of Purchasers

By purchasing our common stock in Canada and accepting delivery of a purchase confirmation, a purchaser is representing to us and the dealer from whom the purchase confirmation is received that:

• the purchaser is entitled under applicable provincial securities laws to purchase our common stock without the benefit of a prospectus qualified under those securities laws as it is an “accredited investor” as defined under National Instrument 45-106—Prospectus and Registration Exemptions,

• the purchaser is a “Canadian permitted client” as defined in National Instrument 31-103—Registration Requirements and Exemptions, or as otherwise interpreted and applied by the Canadian Securities Administrators,

• where required by law, the purchaser is purchasing as principal and not as agent,

• the purchaser has reviewed the text above under Resale Restrictions, and

• the purchaser acknowledges and consents to the provision of specified information concerning the purchase of our common stock to the regulatory authority that by law is entitled to collect the information, including certain personal information. For purchasers in Ontario, questions about such indirect collection of personal information should be directed to Administrative Support Clerk, Ontario Securities Commission, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8 or on (416) 593-3684.

Rights of Action—Ontario Purchasers

Under Ontario securities legislation, certain purchasers who purchase a security offered by this prospectus during the period of distribution will have a statutory right of action for damages, or while still the owner of our common stock, for rescission against us in the event that this prospectus contains a misrepresentation without regard to whether the purchaser relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the common stock. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the common stock. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against us. In no case will the amount recoverable in any action exceed the price at which the common stock were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, we will have no liability. In the case of an action for damages, we will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the common stock as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory provisions.

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Enforcement of Legal Rights

All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.

Taxation and Eligibility for Investment

Canadian purchasers of our common stock should consult their own legal and tax advisors with respect to the tax consequences of an investment in our common stock in their particular circumstances and about the eligibility of our common stock for investment by the purchaser under relevant Canadian legislation.

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LEGAL MATTERS

The validity of the shares of the common stock offered hereby will be passed upon for us by Honigman Miller Schwartz and Cohn LLP. G. Scott Romney, a partner of Honigman Miller Schwartz and Cohn LLP, is a member of Compuware’s board of directors. In connection with his service to the Compuware board of directors, Mr. Romney currently holds stock options and restricted stock units giving him the right to acquire approximately 147,520 shares of Compuware’s common stock. Certain other members of Honigman Miller Schwartz and Cohn LLP own an aggregate of 700 shares of Compuware’s common stock. Goodwin Procter LLP has acted as counsel for the underwriters in connection with certain legal matters related to this offering.

EXPERTS

The combined and consolidated financial statements as of March 31, 2013 and 2012 and for each of the three years in the period ended March 31, 2013, included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein and elsewhere in the Registration Statement (which report expresses an unqualified opinion on the combined and consolidated financial statements and includes an explanatory paragraph referring to the combined and consolidated financial statements being prepared from the records of Compuware Corporation). Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offered in this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and our common stock offered in this prospectus, we refer you to the registration statement and the exhibits and schedules filed with the registration statement. We are required to file periodic reports, proxy statements and other information with the SEC pursuant to the Exchange Act. You may read and copy this information at the Public Reference Room of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549 on official business days during the hours of 10:00 a.m. to 3:00 p.m. You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about registrants, like us, that file electronically with the SEC. The address of that site is www.sec.gov.

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COVISINT CORPORATOIN

INDEX TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS

	Page
Audited Combined and Consolidated Financial Statements of Covisint Corporation and the Covisint Operations of Compuware Corporation
Report of independent registered public accounting firm		F-2
Combined and consolidated balance sheets		F-3
Combined and consolidated statements of comprehensive income		F-4
Combined and consolidated statements of shareholder’s and group equity		F-5
Combined and consolidated statements of cash flows		F-6
Notes to the combined and consolidated financial statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of

Covisint Corporation

Detroit, Michigan

We have audited the accompanying combined and consolidated balance sheets of Covisint Corporation and subsidiaries and the Covisint Operations of Compuware Corporation (the “Company”) as of March 31, 2013 and 2012, and the related combined and consolidated statements of comprehensive income, shareholder’s and group equity, and cash flows for each of the three years in the period ended March 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the combined and consolidated financial statements, prior to January 1, 2013, the accompanying combined financial statements have been prepared from separate records maintained by Compuware Corporation and may not necessarily be indicative of the financial condition, or results of operations and cash flows that would have existed had the Company been operated as a stand-alone company during the periods presented.

/s/ DELOITTE & TOUCHE LLP

Detroit, Michigan

June 3, 2013

F-2

COVISINT CORPORATION AND THE COVISINT OPERATIONS OF COMPUWARE CORPORATION

COMBINED AND CONSOLIDATED BALANCE SHEETS

(In Thousands)

	Notes		March 31, 2013			March 31, 2012
ASSETS
CURRENT ASSETS:
Cash			$	966		$	—
Accounts receivable, net				25,386			20,780
Deferred costs				3,661			3,977
Prepaid expenses and other current assets				1,856			1,980
Deferred tax asset, net		6		2,011			992
Total current assets				33,880			27,729
PROPERTY AND EQUIPMENT, LESS ACCUMULATED DEPRECIATION AND AMORTIZATION		3		2,654			2,991
CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS, NET		2,4		24,447			16,259
OTHER:
Goodwill		2,4		25,385			25,385
Deferred costs				9,738			12,309
Deferred tax asset, net				146			—
Other assets				1,808			1,475
Total other assets				37,077			39,169
TOTAL ASSETS			$	98,058		$	86,148
LIABILITIES AND GROUP EQUITY
CURRENT LIABILITIES:
Accounts payable			$	2,440		$	1,803
Accrued commissions				1,982			2,628
Deferred revenue				16,989			17,491
Accrued expenses				2,921			1,977
Due to parent and affiliates		9		7,556			—
Total current liabilities				31,888			23,899
DEFERRED REVENUE				18,188			24,573
ACCRUED EXPENSES				271			346
DEFERRED TAX LIABILITY, NET		6		4,817			4,265
Total liabilities				55,164			53,083
COMMITMENTS AND CONTINGENCIES SHAREHOLDER’S EQUITY:		7
Preferred stock, no par value - authorized 5,000,000 shares; none issued and outstanding				—			—
Common stock, no par value - authorized 50,000,000 shares; issued and outstanding 30,003,000				—			—
Additional paid-in capital				46,186			—
Retained deficit				(3,289	)		—
Accumulated other comprehensive income (loss)				(3	)		—
Group equity				—			33,065
Total shareholder’s equity				42,894			33,065
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY			$	98,058		$	86,148

See notes to combined and consolidated financial statements.

F-3

COVISINT CORPORATION AND THE COVISINT OPERATIONS OF COMPUWARE CORPORATION

COMBINED AND CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands, Except Per Share Data)

			YEAR ENDED MARCH 31,
	Notes		2013			2012			2011
REVENUE			$	90,732		$	74,675		$	54,154
COST OF REVENUE				47,575			41,477			27,501
GROSS PROFIT				43,157			33,198			26,653
OPERATING EXPENSES:
Research and development				3,799			1,341			1,687
Sales and marketing				26,593			22,544			16,571
Administrative and general				18,315			12,583			10,288
Total operating expenses				48,707			36,468			28,546
INCOME (LOSS) FROM OPERATIONS				(5,550	)		(3,270	)		(1,893	)
OTHER INCOME				—			—			750
INCOME (LOSS) BEFORE INCOME TAX PROVISION				(5,550	)		(3,270	)		(1,143	)
INCOME TAX PROVISION		6		98			57			132
NET INCOME (LOSS)			$	(5,648	)	$	(3,327	)	$	(1,275	)
Basic and diluted earnings (loss) per share		5	$	(0.19	)	$	(0.11	)	$	(0.04	)
OTHER COMPREHENSIVE INCOME, NET OF TAX
Foreign currency translation adjustments				(3	)		—			—
TAX ATTRIBUTES OF ITEMS IN OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustments				—			—			—
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX				(3	)		—			—
COMPREHENSIVE INCOME (LOSS)			$	(5,651	)	$	(3,327	)	$	(1,275	)

See notes to combined and consolidated financial statements.

F-4

COVISINT CORPORATION AND THE COVISINT OPERATIONS OF COMPUWARE CORPORATION

COMBINED AND CONSOLIDATED STATEMENTS OF SHAREHOLDER’S AND GROUP EQUITY

YEARS ENDED MARCH 31, 2013, 2012 and 2011

(In Thousands, Except Share Data)

								Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Shareholder’s Equity
	Common Stock				Group Equity
	Shares		Amount
BALANCE AT APRIL 1, 2010 (Note 1)		30,003,000	$	—	$	17,680		$	—	$	—		$	—		$	17,680
Net income (loss)						(1,275	)										(1,275	)
Investment by parent company						7,457											7,457
Parent contribution of stock awards						1,573											1,573
BALANCE AT MARCH 31, 2011 (Note 1)		30,003,000		—		25,435			—								25,435
Net income (loss)						(3,327	)										(3,327	)
Investment by parent company						9,865											9,865
Parent contribution of stock awards						1,092											1,092
BALANCE AT MARCH 31, 2012 (Note 1)		30,003,000		—		33,065			—								33,065
Net income (loss)						(2,359	)				(3,289	)					(5,648	)
Investment by parent company						12,881											12,881
Transfers from parent company									970								970
Parent contribution of stock awards						1,105			524								1,629
Foreign currency translation														(3	)		(3	)
Parent contribution of business operations, net						(44,692	)		44,692								0
BALANCE AT MARCH 31, 2013 (Note 1)		30,003,000	$	—	$	—		$	46,186	$	(3,289	)	$	(3	)	$	42,894

See notes to combined and consolidated financial statements.

F-5

COVISINT CORPORATION AND THE COVISINT OPERATIONS OF COMPUWARE CORPORATION

COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

	YEAR ENDED MARCH 31,
	2013			2012			2011
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net income (loss)	$	(5,648	)	$	(3,327	)	$	(1,275	)
Adjustments to reconcile net income (loss) to cash provided by (used in) operations:
Depreciation and amortization		6,617			4,789			4,285
Deferred income taxes		(613	)		1,302			2,361
Stock award compensation		1,629			1,092			1,573
Non-cash other income		—			—			(750	)
Other		60			40			12
Net change in assets and liabilities, net of effects from acquisitions:
Accounts receivable		(4,676	)		(6,875	)		1,737
Prepaid expense and other assets		3,386			(3,245	)		(7,968	)
Accounts payable and accrued expenses		881			1,129			1,142
Deferred revenue		(6,838	)		5,638			11,122
Net cash provided by (used in) operating activities		(5,202	)		543			12,239
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of:
Business, net of cash acquired		—			—			(15,715	)
Property and equipment		(946	)		(2,372	)		(1,070	)
Capitalized software		(13,579	)		(8,036	)		(2,911	)
Net cash used in investing activities		(14,525	)		(10,408	)		(19,696	)
CASH FLOWS PROVIDED BY FINANCING ACTIVITES:
Net investment from parent company		12,881			9,865			7,457
Cash payments from parent company		29,135			—			—
Cash payments to parent company		(20,597	)		—			—
Initial public offering costs		(714	)		—			—
Net cash provided by financing activities		20,705			9,865			7,457
EFFECT OF EXCHANGE RATE CHANGES ON CASH		(12	)		—			—
NET CHANGE IN CASH		966			—			—
CASH AT BEGINNING OF YEAR		—			—			—
CASH AT END OF YEAR	$	966		$	—		$	—

See notes to combined and consolidated financial statements.

F-6

COVISINT CORPORATION AND THE COVISINT OPERATIONS OF COMPUWARE CORPORATION

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED MARCH 31, 2013, 2012 and 2011

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business—Covisint Corporation, a wholly-owned subsidiary of Compuware Corporation (“Compuware” or the “Parent”), was incorporated in the State of Michigan on April 1, 2008. Compuware has an operating segment commonly referred to as “Covisint”. The combined operations of the Covisint segment of Compuware and Covisint Corporation (combined operations are referred to as the “Company” or “Covisint”) are included in these financial statements. Covisint provides a platform as a service (“PaaS”) offering that enables industries and business communities to securely integrate vital information and processes across users, business partners, customers, vendors and suppliers. The platform digitizes and integrates information that crosses disparate systems and user communities. By combining centralized identity and access management technologies, advanced portal functionality and global business-to-business messaging, users can locate, access and share information across disparate systems more efficiently, while enabling greater collaboration. The Company’s services are primarily focused on the global automotive and manufacturing industry, the United States healthcare industry and global energy markets.

Basis of Presentation—Effective January 1, 2013, Compuware contributed substantially all of the assets and liabilities of the Covisint segment to a separate legal entity [(“January 2013 Contribution”) Covisint Corporation, a Michigan corporation]. The combined and consolidated financial statements reflect the assets, liabilities, revenues and expenses that were directly attributable to the Company as it operated within Compuware prior to the January 2013 Contribution and have been derived from the consolidated financial statements and accounting records of Compuware using the historical results of operations and historical basis of assets and liabilities for the Covisint operations of Compuware. The historical financial results may not be indicative of the results that would have been achieved had Covisint operated as a separate, stand-alone entity. The financial statements included herein do not reflect any changes that may occur in the financing and operations of the Company in the future. These financial statements, prior to the January 2013 Contribution, were prepared on a combined basis because the operations were under common control.

The combined and consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, group equity and the disclosure of contingencies at March 31, 2013 and 2012 and the results of operations for the years ended March 31, 2013, 2012 and 2011. While management has based their assumptions and estimates on the facts and circumstances existing at the balance sheet dates, final amounts may differ from estimates.

Previously the “group equity” was shown in lieu of shareholder’s equity in the combined and consolidated financial statements. All significant transactions between Compuware and the Company were included in the combined and consolidated financial statements and were deemed settled in cash. The net effect of the settlement of these intercompany transactions is reflected in the combined and consolidated statements of cash flows as a financing activity and in the “group equity” in the combined and consolidated balance sheets. Since the January 2013 Contribution, Compuware is providing Covisint with short-term, non-interest bearing operating cash advances until such time as Covisint has secured outside financing including an initial public offering (“IPO”), or ceases to be a majority owned subsidiary of Compuware. The net effect of these intercompany transactions is reflected in the combined and consolidated statements of cash flows as financing activity and in “due to parent and affiliates” in the combined and consolidated balance sheets.

The combined and consolidated financial statements include an allocation of certain corporate expenses including costs for facilities, information technology, tax, internal audit, accounting, finance, human resources,

F-7

legal and executive management functions provided to the Company by Compuware employees and at Compuware sites. These allocations were primarily based on headcount, revenue and space occupied as a proportion of those in all Compuware operating units. Management believes the allocations are reasonable. However, the expenses allocated to the Company for these services are not necessarily indicative of the expense that would have been incurred if the Company had been a separate, independent entity and had otherwise managed these functions. Corporate expenses charged to the Company totaled $10.8 million, $7.5 million and $6.2 million for the years ended March 31, 2013, 2012 and 2011, respectively. All such costs and expenses were deemed to have been contributed by Compuware to Covisint in the period in which the costs were recorded through December 31, 2012 and are included in “investment from parent company” in the combined and consolidated statements of group equity and the combined and consolidated statements of cash flows. Since January 1, 2013, these expenses have been included in the net amount due to parent and affiliates.

Allocations of current income taxes are deemed to have been remitted, in cash, to Compuware or contributed by Compuware to Covisint in the period the related income taxes were recorded. Amounts due to or from Compuware have been treated as capital transactions through December 31, 2012 and are included in the net amount due to parent and affiliates since January 1, 2013.

Compuware and Covisint entered into several agreements in connection with the January 2013 Contribution and in anticipation of the IPO. These agreements govern their relationship following the January 2013 Contribution. Among these agreements is a shared services agreement under which Compuware will provide certain services to Covisint for a period of time after the January 2013 Contribution. Compuware and Covisint also entered into a tax sharing agreement that governs Compuware’s and Covisint’s respective rights, responsibilities and obligations with respect to tax matters following the January 2013 Contribution.

On May 23, 2013, the Company’s board of directors approved a 30-for-1 stock split of the Company’s common shares and amended its articles of incorporation to increase the authorized shares of the Company’s common stock from 9,000,000 to 50,000,000 and to increase the authorized shares of the Company’s preferred stock from 1,000,000 to 5,000,000. The stock split was in the form of a stock dividend, where holders of common shares issued by the Company and outstanding as of the date of the stock dividend received 29 newly issued common shares of the Company for each common share of the Company held at such date. The effect of the stock split has been retroactively reflected as of April 1, 2010. All references throughout the combined and consolidated financial statements to number of shares, per share amounts and Covisint stock option data have been restated to reflect the stock split.

Revenue Recognition

The Company derives revenue through contracts under which it provides customers services including access to and support of the Covisint platform (“subscription”) and services related to implementation, solution deployment and on-boarding (“services”). The arrangements do not provide customers the right to take possession of the software at any time, nor do the arrangements contain rights of return. In order for a transaction to be eligible for revenue recognition, the following revenue criteria must be met: persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is reasonably assured.

Signed agreements and binding purchase orders are used as evidence of an arrangement. For customers where a purchase order is used as evidence of an arrangement, master terms and conditions exist that govern such arrangements. The Company assesses cash collectability based on a number of factors including past collection history with the customer. If the Company determines that collectability is not reasonably assured, the Company defers the revenue until collectability becomes reasonably assured, generally upon receipt of cash. The Company assesses whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. Customers typically have the right to terminate their agreement if the Company fails to perform.

F-8

The Company’s contracts may include a subscription fee for ongoing PaaS operations and project (services) fees. For arrangements that contain multiple elements, in accordance with Accounting Standards Codification (“ASC”) 605, “Revenue Recognition,” the arrangement consideration is allocated based on relative selling price using the following hierarchy: vendor specific objective evidence (“VSOE” which represents the price when sold separately) if available; third-party evidence if VSOE is not available; or best estimated selling price if neither VSOE nor third-party evidence is available. The Company is currently unable to establish VSOE or third-party evidence of selling price for its deliverables. Therefore, the Company determines its best estimate of selling price by evaluating renewal amounts included in a contract, if any, and estimated costs to deliver each element.

The subscription fees are recognized ratably over the applicable service period. Revenue recognition commences on the later of the start date specified in the subscription arrangement, the “launch date” of the customers’ access to the Company’s production environment or when all of the revenue recognition criteria have been met. The Company considers delivery to have occurred on the launch date, which is the point in time that a customer is provided access to use the Company’s platform.

During fiscal 2012, the Company established evidence of stand-alone value based on other vendors providing similar services for many of the services it offers. Prior to establishing evidence of stand-alone value for services, and for those projects that do not have stand-alone value, the revenue is deferred and recognized over the longer of the committed term of the subscription agreement (generally one to five years) or the expected period over which the customer will receive benefit (generally five years). Services that have stand-alone value are recognized as delivered generally using a proportional performance methodology based on dependable estimates of hours incurred and expected hours to complete since these services are primarily performed on a fixed fee basis. Hours or costs incurred represent a reasonable surrogate for output measures of contract performance, including the presentation of deliverables to the client; therefore, hours or costs incurred are used as the basis for revenue recognition. If it is determined that costs will exceed revenue, the expected loss is recorded at the time the loss becomes apparent. Revenue in fiscal 2013 and 2012 included approximately $13 million and $11 million, respectively, related to services which were recognized as delivered due to the establishment of stand-alone value for these services.

Deferred Costs

Deferred costs consist of the incremental direct personnel and outside contractor costs incurred in delivering implementation and solutions deployment services that do not have stand-alone value. Revenue from these services, as described above, is deferred and recognized over the longer of the committed term of the subscription agreement or the expected period over which the customer will receive benefit. Therefore, the costs are recognized over the same period as the associated revenue.

Sales commission costs that directly relate to revenue transactions that are deferred are recorded as “prepaid expenses and other current assets” or non-current “other assets” as applicable in the combined and consolidated balance sheets and recognized as “sales and marketing” expenses in the combined and consolidated statements of comprehensive income over the revenue recognition period of the related transaction.

Deferred Revenue

Deferred revenue consists of the billed but unearned portion of existing contracts for subscription and services provided and is recognized as services are delivered or over the expected period during which the customer will receive benefit. The Company generally invoices its customers’ subscription fees in annual, quarterly or monthly installments. Contractual time periods often exceed the invoicing period and accordingly, the deferred revenue balance does not represent the total contract value of committed subscription agreements. The portion of deferred revenue that the Company anticipates will be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as non-current deferred revenue.

F-9

Collection and Remittance of Taxes

The Company records the collection of taxes from customers and the remittance of these taxes to governmental authorities on a net basis in its combined and consolidated statements of comprehensive income.

Cost of Revenue

Cost of revenue consists of compensation and related expenses for data center and services staff, payments to outside service providers, data center costs related to hosting the Company’s software and amortization of capitalized software.

Allowance for Doubtful Accounts—The Company considers historical loss experience, including the need to adjust for current conditions, the aging of outstanding accounts receivable and information available related to specific customers when estimating the allowance for doubtful accounts. The allowance is reviewed and adjusted based on the Company’s best estimates of collectability.

The following table summarizes the allowance for doubtful accounts and changes to the allowance during the years ended March 31, 2013, 2012 and 2011 (in thousands):

Allowance for Doubtful Accounts:	Balance  at Beginning Of Period		Charged  to Income		Accounts Charged Against the Allowance		Balance at End Of Period
Year ended March 31, 2013	$	97			$	39	$	58
Year ended March 31, 2012	$	155	$	94	$	152	$	97
Year ended March 31, 2011	$	206			$	51	$	155

Property and Equipment is stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets, which are generally estimated to be three to ten years for furniture and fixtures, computer equipment and software.

Capitalized Software includes the costs of purchased and internally developed software products capitalized in accordance with ASC 350-40, “Internal Use Software” and software technology purchased through acquisitions and is stated at unamortized cost. Net purchased software included in capitalized software was $0.9 million and $1.5 million as of March 31, 2013 and 2012, respectively.

Capitalized and purchased software costs are amortized on a straight line basis over the expected useful life of the software, which is generally five years. Amortization begins when the software technology is ready for its intended use. Amortization expense was $4.9 million, $3.0 million and $2.4 million for the years ended March 31, 2013, 2012 and 2011, respectively, and is included in “cost of revenue” in the combined and consolidated statements of comprehensive income.

Capitalized software is reviewed for impairment when events and circumstances indicate such asset may be impaired. If estimated future undiscounted cash flows are not sufficient to recover the carrying value of the capitalized software, an impairment charge is recorded in the amount by which the present value of future cash flows is less than the carrying value of these assets. Covisint has not had any impairment charges related to capitalized software.

Research and Development

For development costs related to the Company’s PaaS offering, the Company follows the guidance set forth in ASC 350-40 which requires companies to capitalize qualifying computer software development costs, which are incurred during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Research and development (“R&D”) costs include primarily the cost of programming personnel and amounted to $17.4 million, $9.4 million and $4.6 million for the years

F-10

ended March 31, 2013, 2012 and 2011, respectively, of which $13.6 million, $8.0 million and $2.9 million, respectively, was capitalized as internally developed software technology.

Goodwill and Other Intangible Assets—Goodwill and intangible assets with indefinite lives are tested for impairment annually at March 31 or more frequently if management believes indicators of impairment exist. With respect to goodwill, carrying values are compared with fair values, and when the carrying value exceeds the fair value, the carrying value of the impaired goodwill is reduced to fair value. The impairment test involves a two-step process with Step 1 comparing the fair value of the applicable reporting unit with its aggregate carrying value, including goodwill. If the carrying amount of the reporting unit exceeds the reporting unit’s fair value, the Company performs Step 2 of the goodwill impairment test to determine the amount of impairment loss by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. All operations of the Company are in a single reporting unit that was evaluated in the annual impairment assessments. There were no impairments of goodwill or other intangible assets in any of the periods presented in the combined and consolidated financial statements.

Fair Value of Financial Instruments – The Company’s accounts receivable and accounts payable are carried at amounts that approximate fair value due to the short-term maturities of these instruments.

Income Taxes – The Covisint business was operated as a division of Compuware prior to the January 2013 Contribution. As a member of Compuware’s consolidated group, or “Consolidated Group”, the Company’s operations have been included in the Consolidated Group since that date for tax periods or portions thereof commencing after the January 2013 Contribution.

Income taxes are presented herein on a separate return basis even though the Company’s results of operations have historically been included in the consolidated, combined, unitary or separate income tax returns of Compuware. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the combined and consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax bases of assets and liabilities and net operating losses using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date.

The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. These deferred tax assets are subject to periodic assessments as to recoverability. If it is determined that it is more likely than not that the benefits will not be realized, valuation allowances are recorded which would increase the provision for income taxes. In making such determinations, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations.

Interest and penalties related to uncertain tax positions are included in the income tax provision.

Foreign Currency Translation

The Company’s foreign operations use their respective local currency as their functional currency. Assets and liabilities of foreign subsidiaries are minimal and are generally short term in nature. Such assets and liabilities in the combined and consolidated balance sheets have been translated at the rate of exchange at the respective balance sheet dates, and revenues and expenses have been translated at average exchange rates prevailing during the period the transactions occurred. Translation adjustments have been excluded from the results of operations.

Stock-Based Compensation – Stock award compensation expense is recognized, net of an estimated forfeiture rate, on a straight-line basis over the requisite service period of the award.

F-11

Compuware Corporation Stock Compensation Awards

Certain Covisint employees have been granted stock options to purchase Compuware’s common stock. Compuware calculates the fair value of its stock option awards using the Black-Scholes option pricing model, which incorporates various assumptions including volatility, expected term, risk-free interest rates and dividend yields. The expected volatility assumption is based on historical volatility of Compuware’s common stock over the most recent period commensurate with the expected life of the stock option granted. Compuware uses historical volatility because management believes such volatility is representative of prospective trends. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected life of the stock option awarded. Historically, Compuware has used the simplified method to determine the expected life of stock options granted as described in Staff Accounting Bulletin “SAB” Topic 14, “Share-Based Payment” and during fiscal 2013, it was determined that the exercise history of Compuware’s stock option participants was comparable to the expected life estimated using the simplified method. Historically, dividend yields have not been a factor in determining the fair value of Compuware stock options granted, as Compuware had never issued a cash dividend. However, in January 2013, the Compuware Board of Directors announced its intention to begin paying cash dividends totaling $0.50 per share annually, to be paid quarterly beginning in the first quarter of fiscal 2014. For options granted after January 2013, a dividend assumption has been included in the fair value calculation to consider the future dividend payments.

The following is the average fair value per share of Compuware stock compensation awards estimated on the date of grant and the assumptions used for each option granted to Compuware employees, including those providing services to Covisint, during the years ended March 31, 2013, 2012 and 2011:

	Year Ended March 31,
	2013(1)			2012			2011
Expected volatility		40.97	%		39.96	%		42.08	%
Risk-free interest rate		0.96	%		1.65	%		2.43	%
Expected lives at date of grant (in years)		6.3			5.8			6.1
Weighted average fair value of the options granted	$	4.08		$	3.96		$	4.16

‘(1) Although a dividend assumption was included for options granted subsequent to January 1, 2013, the average dividend assumption had a minimal impact on options granted throughout fiscal 2013.

Covisint Corporation Stock Compensation Awards

Covisint calculates the fair value of its stock option awards using the Black-Scholes option pricing model, which incorporates various assumptions including volatility, expected term, risk-free interest rates and dividend yields. Covisint does not have historical stock price data, therefore, the expected volatility assumption is based on an average of the historical volatility of comparable companies (“peer group companies”). For peer group companies that have not been publicly traded long enough to have sufficient historical data, the volatility figures included in these companies’ most recent Form 10-Qs or Form 10-Ks were used. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected life of the stock option awarded. The expected life of the stock option is based on management’s best estimates considering the terms of the options granted. Dividend yields have not been a factor in determining fair value of stock options granted as Covisint has never issued cash dividends and does not anticipate issuing cash dividends in the future.

Since Covisint stock is not currently traded on a stock exchange, the exercise price at the date of grant is determined by calculating the fair market value of the Company operations divided by the total shares outstanding, including outstanding stock options that have not yet vested. The estimated fair market value of the Covisint operations is measured using an equal combination of discounted cash flow and market comparable valuations and is discounted due to a lack of marketability at the grant date. Previous valuation estimates placed a greater emphasis on the discounted cash flow model. The discounted cash flow model uses significant

F-12

assumptions, including projected future cash flows, a discount rate reflecting the risk inherent in future cash flows, and a terminal growth rate. The key assumptions in the market comparable value analysis are the selection of peer group companies and application of these peer group companies’ data to Covisint.

The estimates used to calculate the fair value of the Company may change from year to year based on operating results, market conditions and estimated future cash flows. While the Company believes that the assumptions and estimates used to determine the estimated fair value of the Company are reasonable, a change in assumptions underlying these estimates could materially affect the determination of the fair value of the Covisint business, and could therefore materially impact the estimated fair value of a share of Covisint stock.

All Covisint options include performance criteria which defers vesting until an IPO or change in control transaction occurs. Since there is expected to be a market for options at the time of vesting, fair value is not reduced for the present lack of marketability when determining the fair value of the options. The following is the average fair value per share of Covisint stock compensation awards estimated on the date of grant and the assumptions used for each Covisint option granted during fiscal 2013, 2012 and 2011:

	Year Ended March 31,
	2013			2012			2011
Expected volatility		53.64	%		54.85	%		58.85	%
Risk-free interest rate		1.02	%		1.41	%		3.13	%
Expected lives at date of grant (in years)		5.6			6.8			7.6
Weighted average fair value of the options granted	$	4.47		$	3.40		$	1.50

See Note 8 to the combined and consolidated financial statements for a further discussion on stock-based compensation including the impact on net income during the reported periods.

Business Segments—The Company operates in a single business segment. Sales are heavily weighted toward North American automotive companies.

Significant Customers – A single customer in the automotive industry, comprised 33 percent, 35 percent and 24 percent of total revenue during the years ended March 31, 2013, 2012 and 2011, respectively. The same automotive customer comprised 30 percent and 36 percent of outstanding accounts receivable as of March 31, 2013 and 2012, respectively. A second customer comprised 12 percent and less than ten percent of outstanding accounts receivable as of March 31, 2013 and 2012, respectively.

Geographical Information—Financial information regarding geographic operations is presented in the table below (in thousands):

	Year Ended March 31,
	2013		2012		2011
Revenue:
United States	$	77,499	$	64,091	$	45,855
International operations		13,233		10,584		8,299
Total	$	90,732	$	74,675	$	54,154

There are no long-lived assets outside the United States.

Recently Issued Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”. This ASU requires an entity to provide information about the amounts reclassified out of accumulated other

F-13

comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. The amendments in this Update supersede and replace the presentation requirements for reclassifications out of accumulated other comprehensive income in ASUs 2011-05 (issued in June 2011) and 2011-12 (issued in December 2011) for all public and private organizations. For public entities, the amendments of this ASU are effective prospectively for reporting periods beginning after December 15, 2012. The requirements of this ASU were adopted during the Company’s quarter ended March 31, 2013 and did not have a significant impact on its disclosures.

In July 2012, the FASB issued ASU 2012-02, “Intangibles—Goodwill and Other (Topic 350).” The amendments in this ASU allow an entity to first assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that an indefinite-lived intangible asset is impaired. If an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with Subtopic 350-30. This ASU is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The requirements of this ASU were adopted during the Company’s quarter ended September 30, 2012 and did not have a significant impact on its impairment evaluation.

In September 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-08, “Intangibles – Goodwill and Other (Topic 350)”. The amendments in this ASU allow an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount before performing the first step of the two-step impairment test. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the entity must perform additional impairment testing. Otherwise, performing the two-step impairment test is not necessary. This ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The requirements of this ASU were adopted during the Company’s fiscal year ended March 31, 2013 and did not have a significant impact on its impairment evaluation.

2.     ACQUISITIONS

Acquisitions are accounted for in accordance with ASC 805, “Business Combinations” and, accordingly, the assets and liabilities acquired are recorded at fair value as of the acquisition date.

Effective September 17, 2010, the Company acquired certain assets and liabilities of DocSite, LLC (“DocSite”), a provider of web-based solutions that give physicians and healthcare organizations the ability to accurately and timely manage, analyze and report healthcare performance and quality, for $15.9 million in cash paid by the Parent, plus approximately $163,000 of direct acquisition costs that were expensed as incurred. DocSite was purchased to complement existing cloud-based services with the reporting and analytic capabilities required by healthcare reform regulations. The assets and liabilities acquired have been recorded at their fair values as of the purchase date using the acquisition method. The purchase price exceeded the fair value of the acquired assets and liabilities by $13.9 million, which was recorded to goodwill. The fair value of intangible assets subject to amortization totaled $4.0 million, of which $1.9 million, $1.8 million and $260,000 related to developed technology, customer relationships and trademarks with a useful life of five, six and three years, respectively.

The arrangement included a contingent consideration component that would have increased the DocSite purchase price up to an additional $1.0 million if pre-determined revenue targets for a specific product line were achieved by March 31, 2011. The fair value of the contingent consideration arrangement at the time of

F-14

acquisition was $750,000 and was determined by applying the income approach which included significant inputs that are not observable in the market referred to as level 3 inputs as defined in ASC 820, “Fair Value Measurement”. The key assumptions used in the fair value measurement include the probability of attaining certain levels of revenue ranging from less than $3.5 million to greater than $4.5 million. The minimum revenue target required for payment was not achieved and the full amount of the liability was reversed in fiscal 2011 and was reflected in “other income” within the combined and consolidated statements of comprehensive income.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

Current assets	$	1,552
Long-term deferred tax asset		169
Equipment		132
Intangible assets		3,990
Goodwill		13,853
Total assets acquired		19,696
Current liabilities		(3,282	)
Long-term liabilities		(473	)
Total liabilities		(3,755	)
Purchase price	$	15,941

Significant factors that contributed to the Company recording goodwill associated with the acquisition are primarily related to the retention of research and development personnel with the skills to develop and support future offerings in the analytics market, as well as the opportunity to sell existing offerings to DocSite’s customer base.

Substantially all of the goodwill is available for deduction for income tax purposes.

The following unaudited pro forma financial information presents the combined and consolidated results of operations of Covisint and DocSite as if the acquisition had occurred as of the beginning of fiscal 2011 (in thousands). The supplemental pro forma information was adjusted to give effect to depreciation and amortization related to assets acquired, rent expense and interest expense.

	Year Ended
	March 31, 2011
	(unaudited)
Pro forma revenue	$	56,440
Pro forma net loss		(1,788	)

3.     PROPERTY AND EQUIPMENT

Property and equipment, summarized by major classification, is as follows (in thousands):

	March 31,
	2013		2012
Computer equipment and software	$	11,353	$	10,683
Furniture and fixtures		75		75
		11,428		10,758
Less accumulated depreciation and amortization		8,774		7,767
Net property and equipment	$	2,654	$	2,991

F-15

Depreciation of property and equipment totaled $1.2 million, $1.3 million and $1.3 million for the years ended March 31, 2013, 2012 and 2011, respectively.

4.     GOODWILL, CAPITALIZED SOFTWARE AND OTHER INTANGIBLE ASSETS

The components of the Company’s intangible assets are as follows (in thousands):

	March 31, 2013
	Gross Carrying		Accumulated			Net Carrying
	Amount		Amortization			Amount
Indefinite-lived intangible assets:
Trademarks(1)	$	358				$	358
Amortized intangible assets:
Capitalized software(2)	$	43,294	$	(20,314	)	$	22,980
Customer relationship agreements(3)		4,715		(3,646	)		1,069
Trademarks(4)		340		(300	)		40
Total amortized intangible assets	$	48,349	$	(24,260	)	$	24,089

	March 31, 2012
	Gross Carrying		Accumulated			Net Carrying
	Amount		Amortization			Amount
Indefinite-lived intangible assets:
Trademarks(1)	$	358				$	358
Amortized intangible assets:
Capitalized software(2)	$	29,714	$	(15,364	)	$	14,350
Customer relationship agreements(3)		4,715		(3,291	)		1,424
Trademarks(4)		340		(213	)		127
Total amortized intangible assets	$	34,769	$	(18,868	)	$	15,901

(1) The Covisint trademarks were acquired by Compuware in an acquisition in March 2004. These trademarks are deemed to have an indefinite life and therefore are not being amortized.

(2) Amortization of capitalized software is included in “cost of revenue” in the combined and consolidated statements of comprehensive income. Capitalized software is generally amortized over five years.

(3) Amortization of customer relationship agreements is included in “sales and marketing” in the combined and consolidated statements of comprehensive income. Customer relationship agreements were acquired as part of recent acquisitions and are being amortized over periods up to six years.

(4) Amortization of trademarks is included in “administrative and general” in the combined and consolidated statements of comprehensive income. Trademarks were acquired as part of acquisitions and are being amortized over three years.

Amortization expense of intangible assets was $5.4 million, $3.5 million and $3.0 million for the years ended March 31, 2013, 2012 and 2011, respectively. Estimated future amortization expense, based on identified intangible assets at March 31, 2013 is expected to be as follows (in thousands):

	Year Ending March 31,
	2014		2015		2016		2017		2018
Capitalized software	$	6,390	$	5,740	$	4,929	$	3,980	$	1,941
Customer relationships		308		308		308		145
Trademarks		40
Total	$	6,738	$	6,048	$	5,237	$	4,125	$	1,941

Impairment evaluation

The Company evaluated its goodwill and other intangible assets as of March 31, 2013 and 2012. There were no impairments recorded during fiscal 2013 and 2012.

F-16

When performing the goodwill impairment evaluation, the Company determined the fair value of the Company’s reporting unit using a discounted cash flow analysis supported by market multiples of revenue. The evaluation resulted in a fair value that exceeded the Company’s reporting unit’s carrying value as of March 31, 2013 and 2012.

5.     EARNINGS PER COMMON SHARE

Basic earnings per common share (“EPS”) is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS assumes the issuance of common stock for all potentially dilutive equivalent shares outstanding using the treasury method. Earnings per share are presented below as if Covisint Corporation and the Covisint segment of Compuware had been combined for all periods presented.

EPS data were computed as follows (in thousands, except for per share data):

	Year Ended March 31,
	2013			2012			2011
Basic earnings (loss) per share:
Numerator: Net income (loss)	$	(5,648	)	$	(3,327	)	$	(1,275	)
Denominator:
Weighted-average common shares outstanding(1)		30,003			30,003			30,003
Basic income (loss) per share	$	(0.19	)	$	(0.11	)	$	(0.04	)
Diluted earnings (loss) per share:
Numerator: Net income(loss)	$	(5,648	)	$	(3,327	)	$	(1,275	)
Denominator:
Weighted-average common shares outstanding(1)		30,003			30,003			30,003
Dilutive effect of stock awards		—			—			—
Total shares		30,003			30,003			30,003
Diluted income (loss) per share	$	(0.19	)	$	(0.11	)	$	(0.04	)

(1) Adjusted to reflect the 30-for-1 stock split effective May 23, 2013 (see note 1 for additional information).

Stock awards to purchase approximately 3,630,000, 3,870,000 and 3,870,000 shares for the years ended March 31, 2013, 2012 and 2011, respectively, were excluded from the diluted EPS calculation because the performance condition attached to the awards has not yet been met. See note 8 for additional information.

6.     INCOME TAXES

The Covisint business was operated as a division of Compuware prior to the January 2013 Contribution. As a member of the Consolidated Group, the Company’s operations have been included in the Consolidated Group since that date for tax periods or portions thereof commencing after the January 2013 Contribution.

Taxable income and/or loss generated by the Company has been included in the consolidated, combined, or unitary income tax returns of Compuware. Income taxes in the accompanying financial statements have been allocated as if the Covisint business were held in a separate corporation which filed separate income tax returns. The Company believes the assumptions underlying its allocation of income taxes on a separate return basis are reasonable. However, the amounts allocated for income taxes in the accompanying financial statements are not necessarily indicative of the actual amount of income taxes that would have been recorded had Covisint been a separate stand-alone entity.

F-17

Income tax provision

Income (loss) before income tax provision includes the following (in thousands):

	Year Ended March 31,
	2013			2012			2011
Income (loss) before income tax provision:
U.S.	$	(5,853	)	$	(3,540	)	$	(1,338	)
Foreign		303			270			195
Total income (loss) before income tax provision	$	(5,550	)	$	(3,270	)	$	(1,143	)
	Year Ended March 31,
	2013			2012			2011
Income tax provision:
Current:
U.S. Federal	$			$			$
Foreign		97			105			68
U.S. State					129			134
Total current tax provision		97			234			202
Deferred:
U.S. Federal					9			6
Foreign		1			(7	)
U.S. State					(179	)		(76	)
Total deferred tax provision (benefit)		1			(177	)		(70	)
Total income tax provision	$	98		$	57		$	132

The Company’s income tax provision differed from the amount computed on pre-tax income at the U.S. federal income tax rate of 35 percent for the following reasons (in thousands):

	Year Ended March 31,
	2013			2012			2011
Federal income tax at statutory rates	$	(1,942	)	$	(1,145	)	$	(400	)
Increase (decrease) in taxes:
State income taxes, net		(213	)		(166	)		1
Foreign tax rate differential		(26	)		(18	)		(12	)
Taxes relating to foreign operations		(19	)		92			59
Settlement of prior year tax matters					(34	)		(285	)
Tax credits		(1,389	)		(332	)		(490	)
Losses and tax credits not benefitted(1)		3,771			1,816			1,055
Non-taxable income					(262	)
Non-deductible expenses, net					162			212
Other, net		(84	)		(56	)		(8	)
Income tax provision (benefit)	$	98		$	57		$	132

(1) Losses and tax credits not benefitted line item represents operating losses and tax credits generated by the Company that are not benefitted. These losses are not included in the tabular presentation of deferred tax assets as they have been utilized by the Parent and will not provide future economic benefits to Covisint.

F-18

Deferred tax assets and liabilities

Temporary differences and carryforwards which give rise to a significant portion of deferred tax assets and liabilities are as follows (in thousands):

	March 31,
	2013			2012
Deferred tax assets:
Deferred revenue	$	7,463		$	5,096
Amortization of intangible assets		1,877			1,670
Accrued expenses		2,629			2,165
Net operating loss and other tax carryforwards		9			367
Other		53			34
Total deferred tax assets		12,031			9,332
Deferred tax liabilities:
Amortization of intangible assets		1,131			773
Capitalized research and development costs		12,403			10,199
Depreciation		739			907
Other		419			726
Total deferred tax liabilities		14,692			12,605
Net deferred tax (liabilities)	$	(2,661	)	$	(3,273	)
Current deferred tax assets	$	2,011		$	992
Current deferred tax liabilities		(1	)		—
Long-term deferred tax assets		146			—
Long-term deferred tax liabilities		(4,817	)		(4,265	)
Net deferred tax liabilities	$	(2,661	)	$	(3,273	)

The net operating losses and tax credits generated by the Company have been utilized by Compuware and are not available to reduce future taxable income of Covisint. Therefore, the deferred tax assets presented above do not include the net operating losses, tax credits or valuation allowance generated by Covisint and utilized by Compuware as the Company will not obtain a future economic benefit for these amounts.

These financial statements reflect the position of the Company as not permanently reinvesting any earnings in its foreign subsidiaries and recognizing all deferred tax liabilities that arise from outside basis differences in its investments in subsidiaries.

As of March 31, 2013, the Company had net operating losses and tax credit carryforwards for income tax purposes of $9,000 which expire in the tax years as follows (in thousands):

	March 31, 2013
	Balance		Expiration
U.S. state net operating losses	$	6		2033
U.S. state tax credit carryforwards		3		2028
Total	$	9

Uncertain tax positions

The amount of gross unrecognized tax benefits was $0, $475,000 and $438,000 as of March 31, 2013, 2012 and 2011, respectively, all of which, net of federal benefit, would favorably affect the Company’s effective tax rate if recognized in future periods.

F-19

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for the years ended March 31, 2013, 2012 and 2011 (in thousands):

	March 31,
	2013			2012			2011
Gross unrecognized tax benefit for beginning of period	$	475		$	438		$	411
Gross increases to tax positions for prior periods								127
Gross decreases to tax positions for prior periods		(475	)		(56	)		(9	)
Gross increases to tax positions for current period					127			194
Settlements					(34	)		(285	)
Gross unrecognized tax benefit for period ended	$	—		$	475		$	438

The financial statements include an accrual of interest and penalties.

The Covisint business was operated as a division of Compuware until December 31, 2012 and, as a division, the Company’s operations were included in the tax returns filed by the Consolidated Group, for U.S. federal income tax purposes, as well as in certain consolidated, combined or unitary groups that include Compuware and/or certain of its subsidiaries (“Combined Group”) for taxes other than U.S. federal income taxes. Effective January 1, 2013, Compuware contributed to the Company substantially all of the assets and liabilities related to the Company’s business and, as a member of the Consolidated Group, the Company’s operations have been included in the Consolidated Group since that date for tax periods or portions thereof commencing after such contribution. Since January 2013, the Company has incurred no gross unrecognized tax benefits.

In connection with the January 2013 Contribution, Compuware and the Company have entered into a tax sharing agreement. Pursuant to this agreement, the Company and Compuware generally will make payments to each other such that, with respect to tax returns for any taxable period in which the Company or any of the Company’s subsidiaries are included in the Consolidated Group or any Combined Group, the amount of taxes to be paid by the Company will be determined, subject to certain adjustments, as if the Company and each of its subsidiaries included in such Consolidated Group or Combined Group filed the Company’s own consolidated, combined, unitary or separate tax return. Each member of a consolidated group during any part of a consolidated return year is severally liable for tax on the consolidated return of such year and for any subsequently determined deficiency thereon. Similarly, in some jurisdictions, each member of a consolidated, combined or unitary group for state, local or foreign tax purposes is jointly and severally liable for the state, local or foreign tax liability of each other member of the consolidated, combined or unitary group. Accordingly, for any period in which is included in the Consolidated Group or any Combined Group, the Company could be liable in the event that any income or other tax liability was incurred, but not discharged, by any other member of any such group even if the Company is no longer a member of such Consolidated Group or Combined Group.

Cash paid for income taxes

Cash paid by the Parent on the Company’s behalf for income taxes was $106,000, $227,000 and $203,000 during the years ended March 31, 2013, 2012 and 2011, respectively. Prior to the January 2013 Contribution, any resulting current tax benefits and liabilities were settled with Compuware through Group Equity.

7.     COMMITMENTS AND CONTINGENCIES

Contractual Obligations

The Company currently occupies office space within facilities owned and leased by Compuware. The Company has not entered into commitments related to space occupied within Compuware facilities; however, the expenses allocated to the Company include costs associated with such facilities.

F-20

The Company has entered into third-party service agreements related to hosting its solution under operating leases extending through fiscal 2014. Total payments under these agreements were approximately $5.0 million, $4.6 million and $4.5 million for the years ended March 31, 2013, 2012 and 2011, respectively.

The following tables summarize our payments under contractual obligations as of March 31, 2013 (in thousands):

	Year Ending March 31,
	Total		2014		2015		2016		2017		2018
Service agreement	$	2,039	$	2,039	$	—	$	—	$	—	$	—

Legal Matters

The Company is subject to legal proceedings, claims, investigations and proceedings in the ordinary course of business. In accordance with U.S. GAAP, the Company makes a provision for a liability when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. The Company is not currently involved in any outstanding legal proceedings.

8.     BENEFIT PLANS

As the Company is a wholly-owned subsidiary of Compuware Corporation, certain Covisint employees have been granted Compuware stock compensation awards. In accordance with the provisions of SAB 1.B.1, “Costs Reflected in Historical Financial Statements,” the expense for these awards is included within the combined and consolidated statements of comprehensive income. Additionally, SAB 1.B.1 states that, in determining the disclosures required in stand-alone financial statements, subsidiaries should provide similar disclosures as those required by the parent.

Compuware Stock-Based Compensation Plans

Compuware Employee Stock Ownership Plan and 401(k) Plan

In July 1986, Compuware established an Employee Stock Ownership Plan (“ESOP” or “Plan”). Under the terms of the ESOP, Compuware may elect to make annual contributions to the Plan for the benefit of substantially all U.S. employees. The contribution may be in the form of cash or Compuware common stock. The Compuware Board of Directors authorizes contributions between a maximum of 25 percent of eligible annual compensation and a minimum sufficient to cover current obligations of the Plan. There have been no contributions to the ESOP plan in the past three fiscal years. This is a non-leveraged ESOP plan.

Effective April 1, 2012, Compuware implemented a matching program for the 401(k) component of the ESOP/401(k). The Company matches 33 percent of employees’ 401(k) contributions up to 2 percent of eligible earnings. Matching contributions vest 100 percent when an employee attains three years of service. During the year ended March 31, 2013, the Company expensed $465,000 related to this program.

Compuware Employee Equity Incentive Plans

In June 2007, Compuware’s Board of Directors adopted the 2007 Long Term Incentive Plan (the “LTIP”) that was approved by Compuware’s shareholders in August 2007. Compuware’s Compensation Committee may grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based cash or stock awards and annual cash incentive awards under the LTIP. The aggregate number of common shares reserved by Compuware for issuance under the 2007 LTIP is 41.5 million as of March 31, 2013 (less shares previously issued).

F-21

Compuware Stock Option Activity

A summary of option activity for Covisint employees under Compuware’s stock-based compensation plans as of March 31, 2013, and changes during the period then ended is presented below. Shares and intrinsic value are presented in thousands.

	Year Ended March 31, 2013
	Number  of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in  Years		Aggregate Intrinsic Value
Options outstanding as of April 1, 2012		626		$	8.39
Granted		245			9.90
Exercised		(27	)		7.88			$	90
Forfeited		—
Cancelled/expired		—
Net transfers		135			11.38
Options outstanding as of March 31, 2013		979		$	9.19		5.79	$	3,227
Options vested and expected to vest, net of estimated forfeitures, as of March 31, 2013		917		$	9.13		5.57	$	3,079
Options exercisable as of March 31, 2013		586		$	8.53		3.74	$	2,322

The vesting schedule of options has varied over the years with the following vesting terms being the most common: (1) 50 percent of shares vest on the third anniversary date and 25 percent on the fourth and fifth anniversary dates; (2) 25 percent of shares vest on each annual anniversary date over four years; or (3) 30 percent of shares vest on the first and second anniversary dates and 40 percent vest on the third anniversary date.

All options were granted with exercise prices at or above fair market value on the date of grant and expire ten years from the date of grant. Option expense is recognized on a straight-line basis over the vesting period unless the options vest more quickly than the expense would be recognized. In this case, additional expense is taken to ensure the expense is proportionate to the percent of options vested at any point in time.

The average fair value of all Compuware option shares vested during the years ended March 31, 2013, 2012 and 2011 was $5.10, $4.93 and $4.70 per share, respectively, and the total intrinsic value of options exercised was $90,000, $30,000 and $308,000, respectively.

Compuware Restricted Stock Units and Performance-Based Stock Awards Activity

A summary of non-vested restricted stock units (“RSUs”) and performance-based stock awards (“PSAs” and collectively “Non-vested RSU”) activity for Covisint employees and directors under the Compuware LTIP as of March 31, 2013, and changes during the periods then ended are presented below. Shares and intrinsic value are presented in thousands.

	Year Ended March 31, 2013
	Shares			Weighted Average Grant-Date Fair Value		Aggregate Intrinsic Value
Non-vested RSU outstanding at April 1, 2012		804
Granted		72		$	10.33
Released		(42	)			$	373
Forfeited		(20	)
Net transfers		31			8.81
Non-vested RSU outstanding at March 31, 2013		845

F-22

RSUs have various vesting terms related to the purpose of the award. The most common vesting term is 25 percent of shares vest on each annual anniversary date over four years.

The units and PSAs are settled by the issuance of one common share of Compuware stock for each unit upon vesting and vesting accelerates upon death, disability or a change in control of Compuware.

Stock Awards Compensation

For the years ended March 31, 2013, 2012 and 2011, stock awards compensation expense was recorded as follows in thousands:

	Year Ended March 31,
	2013		2012		2011
Stock awards compensation classified as:
Cost of revenue	$	6	$	5	$	111
Research and development		1		1		3
Sales and marketing		360		9		9
Administrative and general		1,262		1,077		1,450
Total stock awards compensation expense before income taxes	$	1,629	$	1,092	$	1,573

As of March 31, 2013, total unrecognized compensation cost of $3.4 million, net of estimated forfeitures, related to nonvested Compuware equity awards to Covisint employees is expected to be recognized over a weighted-average period of approximately 2.5 years.

Covisint Stock-Based Compensation Plan

In August 2009, Covisint established a 2009 Long-Term Incentive Plan (“2009 Covisint LTIP”) allowing the Board of Directors of Covisint to grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based cash or restricted stock unit awards and annual cash incentive awards to employees and directors of Covisint and its affiliates. The 2009 Covisint LTIP reserves 4,500,000 common shares of Covisint for issuance under this plan. As of March 31, 2013, there were 4,278,000 stock options outstanding from the 2009 Covisint LTIP.

Individuals who received stock options from the 2009 Covisint LTIP, prior to March 2013, were also awarded PSAs from the Compuware 2007 LTIP. As of March 31, 2013, there were approximately 592,000 PSAs outstanding that were granted to Covisint employees and directors. These PSAs will vest only if Covisint does not complete an IPO or a change in control transaction by August 25, 2015 and if the Covisint business meets a pre-defined revenue target for any four consecutive calendar quarters ending prior to August 26, 2015.

During the fourth quarter of fiscal 2011, the Company determined that its ability to meet the pre-defined revenue targets prior to August 26, 2015 was probable based on its revenue growth in fiscal 2011 and projected future revenue growth estimates. Prior to that quarter, the Company considered the revenue targets improbable of being met. As a result, a charge of $1.2 million was recorded to “administrative and general” in the combined and consolidated statements of comprehensive income during the fourth quarter of fiscal 2011. This charge represents the compensation cost that had accumulated from the grant date through March 31, 2011 based on the straight-line method. Unrecognized compensation cost related to PSAs from March 31, 2011 through the end of the vesting period is being recognized on a straight-line basis. PSA expense totaling $905,000 and $637,000 was recorded to “administrative and general” during the years ended March 31, 2013 and 2012, respectively.

F-23

Stock Option Activity

A summary of option activity under the Company’s stock-based compensation plans as of March 31, 2013, and changes during the period then ended is presented below (shares and intrinsic value in thousands):

	Year Ended March 31, 2013
	Number  of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in  Years		Aggregate Intrinsic Value
Options outstanding as of April 1, 2012		3,630		$	1.93
Granted		810			6.77
Forfeited		(162	)		2.90
Options outstanding as of March 31, 2013		4,278		$	2.81		5.20	$	23,322

All options were granted at estimated fair market value and expire August 25, 2015 if no IPO or change in control transaction have occurred or ten years from the date of grant.

Stock Awards Compensation

The Company has determined that options granted prior to December 31, 2012 may not satisfy certain requirements of Section 409A of the Internal Revenue Code (“Code”), and therefore, offered recipients of these options an amendment which provides for fixed exercise dates for options that were so amended. The Company intends that such amendment will cure any failure of the options to comply with Section 409A of the Code without incurring penalties thereunder. In December 2012, 3,303,000 of the 3,558,000 then outstanding options were amended. The compensation cost associated with the amendments is based on the fair value of the modified award. Fair value of the underlying shares ($8.25) was determined by the Company’s board of directors by utilizing both a discounted cash flow method and a market comparable method. The fixed exercise dates are during the three calendar years following an IPO and extend the requisite service period for options which were so amended through January 1 of the third calendar year following an IPO. In connection with the modification of the options, the Company has agreed to reimburse the option holders who have accepted the amendment for certain negative personal tax implications incurred as a result of any violation of Section 409A of the Code that may later be found to have occurred. Any such reimbursement would also include a tax gross-up, resulting in the net reimbursement equaling any penalties incurred based on Section 409A of the Code. Following is the average fair value per share estimated on the modification date and the assumptions used for the modification as of December 31, 2012:

	Option Grant Date
	August - December 2009			April 2010			January 2011			February 2012
Strike price	$	1.73		$	2.11		$	3.50		$	6.21
Expected volatility		40	%		40	%		40	%		40	%
Risk-free interest rate		0.36	%		0.36	%		0.36	%		0.36	%
Expected lives at date of modification (in years)		2.9			2.9			2.9			2.9
Weighted-average fair value of the modified options	$	6.55		$	6.19		$	4.96		$	3.13

Additionally, 255,000 unmodified options will vest immediately if an IPO or change in control occurs prior to August 26, 2015.

On March 4, 2013, the compensation committee of the Board of Directors authorized the issuance of 508,500 Covisint stock options to various employees and 301,500 stock options to independent members of the Board of Directors. These options were granted at estimated fair market value. If an IPO occurs in 2013, the

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options will vest one-third upon the IPO, and one-third will vest on each of the first and second anniversary dates of the IPO. If an IPO occurs in 2014, two-thirds of the options will vest upon the IPO and one-third will vest on the first anniversary of the IPO. If an IPO occurs after January 1, 2015, all options will vest upon the IPO. All options become fully vested upon a change in control of Covisint. Options granted to employees expire on August 25, 2015 if an IPO has not occurred and 10 years after the grant date if an IPO occurs by August 25, 2015. Options granted to members of the Board of Directors expire 10 years after the grant date.

As of March 31, 2013, unrecognized compensation cost related to Covisint stock options totaled approximately $24.7 million. This expense will become recognizable vest upon consummation of an IPO or change in control of Covisint. Approximately 84% of the expense relates to stock options that were amended; this expense will be recognized over the requisite service period beginning December 31, 2012 (the modification date) and ending on January 1 of the third calendar year following an IPO, with a cumulative catch-up in the period in which the IPO occurs. Approximately 14% of the expense relates to stock options issued during March 2013; this expense will be recognized over the requisite service period beginning March 2013 and ending on second anniversary of the IPO, with a cumulative catch-up in the period in which the IPO occurs. These expenses will be offset by a reduction in expense associated with cancellation of certain outstanding Compuware awards due to the occurrence of an IPO or change in control of the Company.

9.     RELATED PARTY TRANSACTIONS

The Company utilizes services staff of Compuware to provide certain services to customers and to provide additional resources for research and development activities. These costs are included in “cost of revenue” and “research and development” as applicable. Compuware has provided these services substantially at cost to Covisint with charges totaling $20.1 million $16.3 million and $6.2 million for the years ended March 31, 2013, 2012 and 2011, respectively. Many of these Compuware employees transferred to Covisint effective March 1, 2013.

Certain related party transactions subsequent to the January 2013, Contribution are settled in cash and are reflected as due to parent and affiliates within the combined and consolidated balance sheet. As of March 31, 2013, the Company had a net liability due to affiliates of $7.6 million. The non-interest bearing balance consists of advances for operating cash and services provided by the Parent and is offset by advance repayments to the Parent and cash collected, by the Parent or affiliates, on behalf of the Company. The balance is primarily comprised of the following activity as of March 31, 2013: $17.1 million for advances from the Parent, $4.2 million for services provided, $2.7 million of allocated corporate expenses $0.9 million for payment for the acquisition of certain foreign operations and $1.6 million of expenses paid by the Parent on behalf of the Company. The balances were offset by $15.8 million of advance repayments, $1.7 million of payments received by the Parent on behalf of the Company, $1.2 million related to Compuware’s use of the Company’s tax loss and other tax related attributes and $0.2 million of various offsetting items.

Refer to Note 1 for discussion of allocated expenses.

10.     SUBSEQUENT EVENTS

The Company evaluated subsequent events through June 3, 2013, the date the combined and consolidated financial statements were available to be issued.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth all expenses payable by us (other than underwriting commissions and discounts) in connection with the offering of our common shares being registered by this registration statement. All amounts are estimated except the SEC registration fee, the NASDAQ listing fee and the FINRA filing fee.

SEC registration fee	$	13,640
NASDAQ listing fee	$	125,000
FINRA filing fee	$	15,500
Legal fees and expenses	$		*
Accounting fees and expenses	$		*
Printing expenses	$		*
Transfer agent and registrar fees and expenses	$		*
Miscellaneous	$		*
Total	$		*

* To be filed by amendment.

Item 14. Indemnification of Directors and Officers.

Sections 1561 through 1571 of the Michigan Business Corporation Act, or the MBCA, authorize a corporation to grant or a court to award, indemnity to directors, officers, employees and agents in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933.

Our bylaws provide that with respect to non-derivative actions, we will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a director or officer of us, or, while serving as a director or officer of us, is or was serving at our requests as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorneys’ fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of us or our shareholders, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. With respect to derivative actions, we will indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action or suit by or our right to procure a judgment in its favor by reason of the fact that the person is or was a director or officer of us, or, while serving as a director or officer of us, is or was serving at our request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by the person in connection with such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of us or our shareholders. Our bylaws also provide that we will indemnify a director or officer for the expenses incurred in the successful defense of any such proceeding, subject to the provisions of the MBCA. Further, we may pay or reimburse the expenses of any person who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition, subject to certain limitations. These rights are not exclusive of any other right that any person

II-1

seeking indemnification or advancement of expenses may have or acquire under a contractual arrangement with us. No amendment or repeal of these provisions will apply to or have any effect on any director or officer of us for or with respect to any acts or omissions of such director or officer occurring prior to the time of any such amendment or repeal. Our bylaws also specifically authorize us to maintain insurance and to grant similar indemnification rights to our employees or agents.

Section 1209 of the MBCA permits a Michigan corporation to include in its articles of incorporation a provision eliminating or limiting a director’s liability to a corporation or its shareholders for monetary damages for breaches of fiduciary duty. The enabling statute provides, however, that liability for breaches of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct or knowing violations of the law, or the receipt of improper personal benefits cannot be eliminated or limited in this manner. Our articles of incorporation include a provision which eliminates, to the fullest extent permitted by the MBCA, director liability for monetary damages for breaches of fiduciary duty.

Item 15. Recent Sales of Unregistered Securities.

From August 25, 2009 through March 4, 2013, we granted our directors and employees options, under our 2009 Long Term Incentive Plan, to purchase 4,920,000 shares of our common stock, including options to purchase 604,500 shares of our common stock that were cancelled following their grant date. The exercise prices of the options we granted our directors and employees between August 25, 2009 and March 4, 2013 range from $1.73 to $6.77.

On November 28, 2012, we offered our directors and employees the opportunity to amend their options to purchase shares of our common stock, with the objective of complying with Section 409A of the Code. As of December 28, 2012, the date our offer to amend expired and any consents to our offer became irrevocable, we had received consent to the amendment of options representing 3,303,000 shares of our common stock. Such options may be deemed to have been exchanged for new options containing the amended terms.

Unless otherwise stated, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act (or Regulation D promulgated thereunder), or Rule 701 promulgated under Section 3(b) of the Securities Act, as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701.

The foregoing information with respect to our common stock gives effect to the 30-for-1 stock split of our common stock, which became effective on May 23, 2013.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits. The Exhibits to the registration statement of which this prospectus is a part are listed in the Exhibit Index attached hereto and incorporated by reference herein.

(b) Financial Statement Schedules. All financial statement schedules are omitted because they are not applicable or the information is included in the Registrant’s combined and consolidated financial statements or related notes.

Item 17. Undertakings

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, the registrant pursuant to the foregoing provisions, or

II-2

otherwise has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus as filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on June 3, 2013.

COVISINT CORPORATION
By:	/s/    David A. McGuffie
	David A. McGuffie
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    David A. McGuffie         David A. McGuffie	President, Chief Executive Officer and Director (Principal Executive Officer)	June 3, 2013
/s/    W. James Prowse         W. James Prowse	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 3, 2013
/s/    Robert C. Paul         Robert C. Paul	Director	June 3, 2013
* Bernard M. Goldsmith	Director	June 3, 2013
* William O. Grabe	Director	June 3, 2013
* Ralph J. Szygenda	Director	June 3, 2013

*By:	/s/ Daniel S. Follis, Jr.
	Daniel S. Follis, Jr. Attorney-in-Fact

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EXHIBIT INDEX

Exhibit Number		Description of Exhibit
	1.1	Form of Underwriting Agreement
	3.1	Articles of Incorporation**
	3.2	Amended and Restated Articles of Incorporation
	3.3	Bylaws**
	3.4	Amended and Restated Bylaws
	4.1	Form of specimen stock certificate*
	4.2	2009 Long Term Incentive Plan**
	4.3	Form of Option Agreement
	4.4	Amendment No. 1 to Option Agreement.
	5.1	Opinion of Honigman Miller Schwartz and Cohn LLP as to the validity of the securities being registered*
	10.1	Amended and Restated Master Separation Agreement**
	10.2	Amended and Restated Employee Benefits Agreement**
	10.3	Compuware Services Agreement**
	10.4	Amended and Restated Intellectual Property Agreement**
	10.5	Form of Registration Rights Agreement**
	10.6	Amended and Restated Shared Services Agreement**
	10.7	Amended and Restated Tax Sharing Agreement**
	10.8	Contribution Agreement
	10.9	Severance Agreement between Compuware Corporation and David A. McGuffie
	21.1	Subsidiaries**
	23.1	Consent of Deloitte & Touche LLP
	23.2	Consent of Honigman Miller Schwartz and Cohn LLP (included in Exhibit 5.1)*
	24.1	Powers of Attorney (included on signature pages)**

* To be filed by amendment.

** Previously filed.

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EX-1.1

Exhibit 1.1

[Number of Shares]

COVISINT CORPORATION

Common Stock, no par value

FORM OF UNDERWRITING AGREEMENT

[DATE]

CREDIT SUISSE SECURITIES (USA) LLC

    As Representative of the Several Underwriters,

      c/o Credit Suisse Securities (USA) LLC,

              Eleven Madison Avenue,

                  New York, N.Y. 10010-3629

Dear Sirs:

1. Introductory. Covisint Corporation, a Michigan corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters [                ] shares (“Firm Securities”) of its Common Stock, no par value (“Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [                ] additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”.

2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the several Underwriters that:

(a) Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form S-1 (No. 333-188603) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”.

As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement.

For purposes of this Agreement:

“430A Information”, with respect to any registration statement, means information included in a prospectus and retroactively deemed to be a part of such registration statement pursuant to Rule 430A(b).

“430C Information”, with respect to any registration statement, means information included in a prospectus then deemed to be a part of such registration statement pursuant to Rule 430C.

“Act” means the Securities Act of 1933, as amended.

“Applicable Time” means            :00 pm (Eastern time) on the date of this Agreement.

“Closing Date” has the meaning defined in Section 3 hereof.

“Commission” means the Securities and Exchange Commission.

“Effective Time” with respect to the Initial Registration Statement or, if filed prior to the execution and delivery of this Agreement, the Additional Registration Statement means the date and time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c). If an Additional Registration Statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representative that it proposes to file one, “Effective Time” with respect to such Additional Registration Statement means the date and time as of which such Registration Statement is filed and becomes effective pursuant to Rule 462(b).

“Exchange Act” means the Securities Exchange Act of 1934.

“Final Prospectus” means the Statutory Prospectus that discloses the public offering price, other 430A Information and other final terms of the Offered Securities and otherwise satisfies Section 10(a) of the Act.

“General Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being so specified in Schedule B to this Agreement.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Offered Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“Limited Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus.

The Initial Registration Statement and the Additional Registration Statement are referred to collectively as the “Registration Statements” and individually as a “Registration Statement”. A “Registration Statement” with reference to a particular time means the Initial Registration Statement and any Additional Registration Statement as of such time. A “Registration Statement” without reference to a time means such Registration Statement as of its Effective Time. For purposes of the foregoing definitions, 430A Information with respect to a Registration Statement shall be considered to be included in such Registration Statement as of the time specified in Rule 430A.

“Representative” means Credit Suisse Securities (USA) LLC.

“Rules and Regulations” means the rules and regulations of the Commission.

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“Securities Laws” means, collectively, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), the Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board and the NASDAQ Stock Market (“Exchange Rules”).

“Statutory Prospectus” with reference to a particular time means the prospectus included in a Registration Statement immediately prior to that time, including any document incorporated by reference therein and any 430A Information or 430C Information with respect to such Registration Statement. For purposes of the foregoing definition, 430A Information shall be considered to be included in the Statutory Prospectus as of the actual time that form of prospectus is filed with the Commission pursuant to Rule 424(b) or Rule 462(c) and not retroactively.

Unless otherwise specified, a reference to a “rule” is to the indicated rule under the Act.

(b) Compliance with Securities Act Requirements. (i) (A) At their respective Effective Times, (B) on the date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof. The Company and the Company’s parent company, Compuware Corporation, a Michigan corporation (“Compuware”), had a reasonable basis for, and made in good faith, each “forward-looking statement” (within the meaning of Section 27A of the Securities Act or Section 21E of the Exchange Act) contained in the Initial Registration Statement and the Additional Registration Statement (if any), in each case at the time such “forward-looking statement” was made.

(c) Ineligible Issuer Status. (i) At the time of the initial filing of the Initial Registration Statement and (ii) at the date of this Agreement, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, including (x) the Company or any other subsidiary in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding under Section 8 of the Act and not being the subject of a proceeding under Section 8A of the Act in connection with the offering of the Offered Securities, all as described in Rule 405.

(d) General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and, the preliminary prospectus, dated [                    ] (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of

3

the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

(e) Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Securities or until any earlier date that the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representative and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(f) Good standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Michigan, with corporate power and authority to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the financial condition, results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

(g) Subsidiaries. Each subsidiary of the Company has been duly incorporated and is existing and in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own its properties and conduct its business as described in the General Disclosure Package; and each subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or be in good standing in such other jurisdictions would not result in a Material Adverse Effect; all of the issued and outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1.

(h) Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder.

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(i) No Finder’s Fee. Except as disclosed in the General Disclosure Package, there are no contracts, agreements or understandings between the Company, its predecessors and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering.

(j) Registration Rights. Except as disclosed in the General Disclosure Package, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to a Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act (collectively, “registration rights”), and any person to whom the Company has granted registration rights has agreed not to exercise such rights until after the expiration of the Lock-Up Period referred to in Section 5 hereof.

(k) Listing. The Offered Securities have been approved for listing on the NASDAQ Global Market, subject to notice of issuance.

(l) Absence of Further Requirements. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the consummation of the transactions contemplated by this Agreement in connection with the offering, issuance and sale of the Offered Securities by the Company, except such as have been obtained, or made and such as may be required under state securities laws.

(m) Title to Property. Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, charges, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them, and, except as disclosed in the General Disclosure Package, the Company and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no terms or provisions that would materially interfere with the use made or to be made thereof by them (subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles).

(n) Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement, and the issuance and sale of the Offered Securities will not, as of the applicable Closing Date, (1) violate the organizational documents of the Company, its parent or any of the Company’s subsidiaries, (2) violate any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, its parent or any of the Company’s subsidiaries or any of their properties, (3) result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the, imposition of any lien, charge or encumbrance upon any property or assets of the Company, its parent or any of the Company’s subsidiaries pursuant to any material agreement or material instrument to which the Company, its parent or any of the Company’s subsidiaries is a party or by which the Company, its parent or any of the Company’s subsidiaries is bound or to which any of the properties of the Company, its parent or any of the Company’s subsidiaries is subject or (4) result in a Debt Repayment Triggering Event (as defined below); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, its parent or any of the Company’s subsidiaries.

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(o) Absence of Existing Defaults and Conflicts. Neither the Company, its parent nor any of the Company’s subsidiaries is in violation of its respective charter or by-laws or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect.

(p) Authorization of Agreement. Execution and delivery of this Agreement have been duly authorized by all necessary corporate action on behalf of the Company, and this Agreement has been duly executed and delivered by the Company and no other authorizations are required to execute and deliver this Agreement on behalf of the Company.

(q) Possession of Licenses and Permits. The Company and its subsidiaries (1) possess, and are in compliance with the terms of, all adequate certificates, authorizations, franchises, licenses and permits (“Licenses”) necessary to the conduct of the business now conducted or proposed in the General Disclosure Package to be conducted by them, except where the failure to possess or comply would not, individually or in the aggregate, have a Material Adverse Effect, and (2) have not received any notice of proceedings relating to the revocation or modification of any Licenses that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate, have a Material Adverse Effect.

(r) Absence of Labor Dispute. No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent that could have a Material Adverse Effect.

(s) Possession of Intellectual Property. The Company and its subsidiaries own, possess or can acquire on reasonable terms all trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the General Disclosure Package to be conducted by them, and the expected expiration of any such Intellectual Property Rights would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the General Disclosure Package, (i) there are no rights of third parties to any of the Intellectual Property Rights owned by or exclusively licensed to the Company or its subsidiaries; (ii) there is no material infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company, its subsidiaries or third parties of any of the Intellectual Property Rights of the Company or its subsidiaries; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or any subsidiary’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any subsidiary infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; (vi) none of the Intellectual Property Rights used by the Company or its subsidiaries in their businesses has

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been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company, any of its subsidiaries in violation of the rights of any persons; and (vii) all assignments or purported assignments of intellectual property from the Company’s or its parent’s employees and consultants are valid, binding and enforceable and have appropriately vested ownership of any work product, developments or the like in the Company, except in each case covered by clauses (i) – (vii) such as would not, if determined adversely to the Company or any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries own or have a valid right to access and use all computer systems, networks, hardware, software, databases, websites, and equipment, in each case, as is material to the business of the Company, used to process, store, maintain, deliver and operate data, information, and functions used in connection with the business of the Company and its subsidiaries (the “Company IT Systems”). The Company IT Systems are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of the Company and its subsidiaries as currently conducted or proposed in the General Disclosure Package to be conducted by them. The Company and its subsidiaries have implemented commercially reasonable backup, security and disaster systems consistent in all material respects with applicable industry standards.

(t) Environmental Laws. Except as disclosed in the General Disclosure Package, neither the Company, its predecessors nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would, individually or in the aggregate, have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim.

(u) Accurate Disclosure. The statements in the General Disclosure Package and the Final Prospectus under the headings “Prospectus Summary,” “Risk Factors— Because our platform is often used to collect and store our customers’ personal information, privacy concerns could result in additional cost and liability to us or inhibit sales of our solutions,” “Risk Factors— We could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights,” “Risk Factors— We could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights,” “Risk Factors— We may not be able to adequately protect our intellectual property rights and efforts to protect them may be costly,” “Risk Factors— Confidentiality arrangements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information,” “Risk Factors— We may be subject to damages resulting from claims that our employees or contractors, or we, have wrongfully used or disclosed alleged trade secrets of their former employers or other parties,” “Risk Factors— Our use of “open source” software could negatively affect our ability to sell our services and solutions or protect our intellectual property and subject us to possible litigation,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources,” “Business-Legal Proceedings “Business-Intellectual Property,” “Certain Relationships and Related Party Transactions,” “Description of Capital Stock,” “Shares Eligible for Future Sale” and “Material U.S. Federal Tax Consideration for Non-U.S. Holders of Our Common Stock,”, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries in all material respects of such legal matters, agreements, documents or proceedings and present the information required to be shown.

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(v) Absence of Manipulation. The Company has not taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Securities.

(w) Statistical and Market-Related Data. Any third-party statistical and market-related data included in a Registration Statement, a Statutory Prospectus or the General Disclosure Package are based on or derived from sources that the Company believes to be reliable and accurate in all material respects.

(x) Internal Controls and Compliance with the Sarbanes-Oxley Act. Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with applicable provisions of Sarbanes-Oxley and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as reported to the Audit Committee by letter dated December 10, 2012, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect.

(y) Absence of Accounting Issues. A member of the Audit Committee has confirmed to the Chief Executive Officer or Chief Financial Officer that, except as set forth in the General Disclosure Package, the Audit Committee is not reviewing or investigating, and neither the Company’s independent auditors nor its internal auditors have recommended that the Audit Committee review or investigate, (i) adding to, deleting, changing the application of, or changing the Company’s disclosure with respect to, any of the Company’s material accounting policies; (ii) any matter which could result in a restatement of the Company’s financial statements for any annual or interim period during the current or prior three fiscal years; or (iii) any Internal Control Event.

(z) Litigation. Except as disclosed in the General Disclosure Package, there are no pending actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) against or affecting the Company, its parent any of the Company’s subsidiaries or any of their respective properties that, if determined adversely to the Company, its parent or any of the Company’s subsidiaries, would individually or in the aggregate, have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) are, to the Company’s knowledge, threatened or contemplated.

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(aa) Financial Statements. The financial statements included in each Registration Statement, the General Disclosure Package present fairly in all material respects the financial position of the Company, its predecessors and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with U.S. GAAP applied on a consistent basis; the schedules included in each Registration Statement present fairly in all material respects the information required to be stated therein; and the assumptions used in preparing the pro forma financial statements included in each Registration Statement and the General Disclosure Package provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts.

(bb) Off-Balance Sheet Arrangements. There are no off-balance sheet arrangements (as defined in Regulation S-K Item 303(a)(4)(ii)) that would reasonably be expected to have a material current or future effect on the Company’s consolidated financial condition, changes in financial condition, results of operations, liquidity, capital expenditures or capital resources.

(cc) No Material Adverse Change in Business. Except as disclosed in the General Disclosure Package, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package, (i) there has been no change, nor any development or event involving a prospective change, in the financial condition, results of operations, business, properties or prospects of the Company and its subsidiaries, taken as a whole, that is material and adverse, (ii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock and (iii) there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries.

(dd) Investment Company Act. The Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the General Disclosure Package, will not be an “investment company” as defined in the Investment Company Act of 1940 (the “Investment Company Act”).

(ee) Ratings. No “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 17g-1 through 17g-7 and Rule 17h-1T and Rule 17h-2T (an “NRSO”) has imposed (or has informed the Company that it is considering imposing) any financial condition the Company’s retaining any rating assigned to the Company or any securities of the Company or (ii) has indicated to the Company that it is considering any of the actions described in Section 7(c)(ii) hereof.

(ff) PFIC Status. Neither the Company nor its predecessors were a “passive foreign investment company” (“PFIC”) as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended, for its most recently completed taxable year and, based on the Company’s current projected income, assets and activities, the Company does not expect to be classified as a PFIC for any subsequent taxable year.

(gg) Foreign Corrupt Practices Act and Money Laundering Laws.

(i) Neither the Company, nor any of its predecessors or current or former subsidiaries (including any of their respective employees, officers or directors), has taken or failed to take any action that would cause it to be in violation of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), any rules or regulations thereunder, or any other applicable anti-corruption or anti-kickback law, including without limitation: (A) the making of any offer or

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promise to pay, payment of, or authorization of payment of, directly or indirectly, money or anything of value to any Official, for the purpose of influencing an official act or decision, inducing the doing or omission of any act in violation of a lawful duty, or securing an improper advantage; (B) use of any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity; (C) establishment or maintenance of any unlawful fund of corporate monies or other properties; and (D) making of any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature. For purposes of this Agreement, (i) an “Official” shall include any appointed or elected official, any government employee, any political party, party official, or candidate for political office, or any officer, director or employee of any Governmental Authority or employees of state-owned or state-controlled businesses and (ii) a “Governmental Authority” shall include any transnational, national, federal, state, provincial, county, municipal or local government, foreign or domestic, or the government of any political subdivision of any of the foregoing, or any entity, authority, agency, ministry or other similar body exercising executive, legislative, judicial (including any court), regulatory, or administrative authority or functions of or pertaining to government, including any authority or other quasi-governmental entity established to perform any of such functions.

(ii) The Company and each of its subsidiaries have in place adequate controls and systems to ensure compliance with applicable Laws pertaining to anti-corruption, including the FCPA, in each of the jurisdictions in which the Company or any of its subsidiaries currently does or in the past has done business, either directly or indirectly. Neither the Company, its predecessors, nor any of its subsidiaries has undergone or is undergoing, any audit, review, inspection, investigation, survey or examination by a Governmental Authority relating to the FCPA, anti-corruption, or anti-kickback activity. To the knowledge of the Company, there are no threatened claims, nor presently existing facts or circumstances that would constitute a reasonable basis for any future claims, with respect the FCPA, anti-corruption, or anti-kickback activity by the Company, its predecessors, or its current or former subsidiaries.

(hh) OFAC. Neither the Company nor any director, officer or affiliate or, to the Company’s knowledge, any employee, agent or person acting on behalf of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(ii) Export Controls. Except as disclosed in the General Disclosure Package and in connection with violations by the Company that were disclosed to the Bureau of Industry and Security (“BIS”) on November 24, 2009 as to which violations BIS closed its investigation by letter of January 19, 2012 (collectively, the “BIS Matter’), neither the Company nor, to the knowledge of the Company, any officer, director, subsidiary, affiliate, agent, distributor, or representative of the Company has any reason to believe that the Company, any of its predecessors or any of the foregoing persons or entities have taken or omitted to take any action in violation of, or which may cause the Company or any of its subsidiaries to be in violation of, any applicable U.S. law governing imports into or exports from the United States, reexports from one foreign country to another, disclosures of technology, or other cross-border transactions, including without limitation: the Arms Export Control Act (22 U.S.C.A. § 2278), the Export Administration Act (50 U.S.C. App. §§ 2401-2420), the International Traffic in Arms Regulations (22 C.F.R. §§ 120-130), the Export Administration Regulations (15 C.F.R. 730 et seq.), the Customs Laws of the United States (19 U.S.C. § 1 et seq.), the International Emergency Economic Powers Act (50 U.S.C. §§ 1701-1706), the Trading With the Enemy Act (50 U.S.C. App. §§ 5, 16), the Foreign Assets Control Regulations administered by the Office of Foreign Assets Control, any executive orders or regulations issued pursuant to the foregoing or by the agencies listed in Part 730 of the

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Export Administration Regulations, and any applicable non-U.S. laws of a similar nature. Except as disclosed in the General Disclosure Package and for the BIS Matter, to the Company’s knowledge, there has not been a claim or charge made, investigation undertaken, violation found, or settlement of any enforcement action under any of the laws referred to in this Section 2(ii) by any governmental entity with respect to matters arising under such laws against the Company, its predecessors, its subsidiaries, or against the agents, distributors, or representative of any of the foregoing in connection with their relationship with the Company. Except as disclosed in the General Disclosure Package and in connection with the BIS Matter, the Company and any predecessors have maintained a compliance program appropriate to the requirements of the aforementioned laws at all times that any such laws applied to the Company’s activities.

(jj) Payment of Taxes. The Company, its predecessors, its affiliates and its subsidiaries have filed all federal, state, local and non-U.S. tax returns that are required to be filed related to the Company or have requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect); and, except as set forth in the General Disclosure Package, the Company and its subsidiaries have paid all taxes (including any assessments, fines or penalties) related to the Company and shown to be due thereon, except for any such taxes, assessments, fines or penalties currently being contested in good faith or as would not, individually or in the aggregate, have a Material Adverse Effect.

(kk) Insurance. The Company and its subsidiaries are insured by insurers with appropriately rated claims paying abilities, or are self-insured, against such losses and risks and in such amounts as are, in the Company’s judgment, prudent and customary for the businesses in which they are engaged; except as would not, individually or in the aggregate, have a Material Adverse Effect, all policies of insurance and fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; the Company and its subsidiaries are in compliance with the terms of such policies and instruments; and there are no claims by the Company or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; neither the Company nor any such subsidiary has been refused any insurance coverage sought or applied for; except as would not, individually or in the aggregate, have a Material Adverse Effect, neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect, except as set forth in or contemplated in the General Disclosure Package; and the Company will obtain directors’ and officer’s insurance in such amounts as is customary for an initial public offering.

(kk) Emerging Growth Company. From the time of initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged directly or through any Person authorized to act on its behalf in any communication in reliance on Section 5(d) of the Securities Act) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”).

(ll) Testing-the-Waters. Neither the Company nor its parent (i) has alone engaged in communications with potential investors in reliance on Section 5(d) of the Securities Act other than communications with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (ii) has authorized anyone other than the Underwriters to engage in such communications. The Company reconfirms that the Underwriters have been authorized to act on its behalf in communicating with potential investors in reliance on Section 5(d) of the Securities Act. The Company has not distributed any written materials relating to the Securities that would, but for the provisions of

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Section 5(d) of the Securities Act, be a “free writing prospectus” as defined in Rule 405 under the Securities Act but without regard to whether a registration statement has been filed (a “Testing-the-Waters Writing”). As of the Applicable Time, none of (A) the General Disclosure Package, (B) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Testing-the-Waters Writing, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(mm) Intercompany Agreements. Each of the Master Separation Agreement, Employee Benefits Agreement, GDO Services Agreement, Intellectual Property Agreement, Registration Rights Agreement, Shared Services Agreement and Tax Sharing Agreement (collectively, the “Intercompany Agreements”), has been duly authorized, executed and delivered by the Company and Compuware Corporation, is in full force and effect, and constitutes a valid and legally binding obligation of the Company and Compuware Corporation, enforceable against each of the Company and Compuware Corporation in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(nn) Sufficiency of Assets; Transfer of Assets. Compuware Corporation, the Company’s parent company, has validly assigned or otherwise transferred (the “Asset Transfer”) to the Company all of the assets (whether tangible or intangible) used by the Company in operating its businesses as it is currently operated by the Company or currently contemplated by the Company (the “Transferred Assets”), other than those assets which shall continue to be owned by Compuware Corporation and which shall be part of the services to be provided to the Company by Compuware pursuant to the Shared Services Agreement by and between the Company and Compuware Corporation, dated as of January 1, 2013, as described in the General Disclosure Package. The Transferred Assets have enabled the Company to operate its businesses after the Asset Transfer in the same manner as operated by the Company prior to the Asset Transfer. The Asset Transfer has not resulted in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any of the Transferred Assets, or any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the Transferred Assets are subject, except where such breach, violation, default or imposition would not have, individually or in the aggregate, a Material Adverse Effect.

3. Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[        ] per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto.

The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of [                ] at the office of Goodwin Procter LLP, at 10:00 A.M., New York time, on [                    ], or at such other time not later than [seven (7)] full business days thereafter or such other place as the Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Goodwin Procter LLP at least 24 hours prior to the First Closing Date.

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In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company.

Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representative but shall be not later than [five (5)] full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of [                ], at the above office of Goodwin Procter LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Goodwin Procter LLP at a reasonable time in advance of such Optional Closing Date.

4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Offered Securities for sale to the public as set forth in the Final Prospectus.

5. Certain Agreements of the Company. (A) The Company agrees with the several Underwriters that:

(a) Additional Filings. Unless filed pursuant to Rule 462(c) as part of the Additional Registration Statement in accordance with the next sentence, the Company will file the Final Prospectus, in a form approved by the Representative, with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by the Representative, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Time of the Initial Registration Statement. The Company will advise the Representative promptly of any such filing pursuant to Rule 424(b) and provide satisfactory evidence to the Representative of such timely filing. If an Additional Registration Statement is necessary to register a portion of the Offered Securities under the Act but the Effective Time thereof has not occurred as of the execution and delivery of this Agreement, the Company will file the additional registration statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time the Final Prospectus is finalized and distributed to any Underwriter, or will make such filing at such later date as shall have been consented to by the Representative.

(b) Filing of Amendments; Response to Commission Requests. The Company will promptly advise the Representative of any proposal to amend or supplement at any time the Initial Registration Statement, any Additional Registration Statement or any Statutory Prospectus and

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will not effect such amendment or supplementation without the Representative’s consent (such consent not to be unreasonably withheld or delayed); and the Company will also advise the Representative promptly of (i) the effectiveness of any Additional Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement), (ii) any amendment or supplementation of a Registration Statement or any Statutory Prospectus, (iii) any request by the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iv) the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose, and (v) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.

(c) Continued Compliance with Securities Laws. If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representative of such event and will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Representative’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof.

(d) Rule 158. As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Time of the Initial Registration Statement (or, if later, the Effective Time of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. For the purpose of the preceding sentence, “Availability Date” means the day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Time on which the Company is required to file its Form 10-Q for such fiscal quarter except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the day after the end of such fourth fiscal quarter on which the Company is required to file its Form 10-K.

(e) Furnishing of Prospectuses. The Company will furnish to the Representative copies of each Registration Statement (six (6) of which will be signed and will include all exhibits), each related Statutory Prospectus, and, so long as a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act, the Final Prospectus and all amendments and supplements to such documents, in each case in such quantities as the Representative reasonably requests. The Final Prospectus shall be so furnished on or prior to 5:00 P.M., New York time, on the business day following the execution and delivery of this Agreement. All other documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents.

(f) Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates and will continue such qualifications in effect so long as required for the distribution, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction in which it is not so qualified or has not otherwise filed such a consent or subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

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(g) Reporting Requirements. So long as the Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act, during the period of five (5) years hereafter, the Company will furnish to the Representative and, upon request, to each of the other Underwriters, as soon as reasonably available after the end of each fiscal year, a copy of its annual report to shareholders for such year; and the Company will furnish to the Representative (i) as soon as reasonably available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to shareholders, and (ii) from time to time, such other information concerning the Company as the Representative may reasonably request. However, so long as the Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and is timely filing reports with the Commission on its Electronic Data Gathering, Analysis and Retrieval system, it is not required to furnish such reports or statements to the Underwriters.

(h) Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to any filing fees and other expenses (including reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative designates and the preparation and printing of memoranda relating thereto, costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, any travel expenses of the Company’s officers and employees and any other expenses of the Company including the chartering of airplanes, fees and expenses incident to listing the Offered Securities on the NASDAQ Stock Market and other national and foreign exchanges, fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors.

(i) Use of Proceeds. The Company will use the net proceeds received by it in connection with this offering in the manner described in the “Use of Proceeds” section of the General Disclosure Package and, except as disclosed in the General Disclosure Package, the Company does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any Underwriter.

(j) Absence of Manipulation. The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Securities.

(k) Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file

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with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative; provided, however, (x) the Company may sell the Lock-Up Securities pursuant to this Agreement, and (y) the Company may issue Lock-Up Securities (1) pursuant to the terms of a stock plan in effect on the date hereof and as described in the General Disclosure Package and (2) pursuant to the exercise or conversion of any warrants, stock options, or other convertible or exchangeable securities of the Company, in each case outstanding as of the date hereof in accordance with their terms as in effect on the date hereof and as described in the General Disclosure Package (such equity holders in (1) and (2) above being hereinafter referred to as “Equity Holders”). The Lock-Up Period will commence on the date hereof and continue for one hundred eighty (180) days after the date hereof or such earlier date that the Representative consents to in writing.

(l) Emerging Growth Company. The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the later of (a) completion of the distribution of the Securities within the meaning of the Securities Act and (b) completion of the 180 day restricted period referred to in Section 5(k) hereof.

(m) Testing-the-Waters. If at any time following the distribution of any Testing-the-Waters Writing there occurred or occurs an event or development as a result of which such Testing-the-Waters Writing included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Testing-the-Waters Writing to eliminate or correct such untrue statement or omission

(n) Agreement to announce lock-up waiver. If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 7(g) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver.

6. Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representative, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The Company represents that is has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

7. Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

(a) Accountants’ Comfort Letter. The Representative shall have received letters, dated, respectively, the date hereof and each Closing Date, of Deloitte LLP confirming that they are a registered public accounting firm and independent public accountants within the meaning of the Securities Laws and in form and substance reasonably satisfactory to the Representative (except that, in any letter dated a Closing Date, the date of any inquiry by Deloitte LLP of management subsequent to the date hereof shall be a date no more than three days prior to such Closing Date).

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(b) Effectiveness of Registration Statement. If the Effective Time of the Additional Registration Statement (if any) is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 10:00 P.M., New York time, on the date of this Agreement or, if earlier, the time the Final Prospectus is finalized and distributed to any Underwriter, or shall have occurred at such later time as shall have been consented to by the Representative. The Final Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to such Closing Date, no stop order suspending the effectiveness of a Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or the Representative, shall be contemplated by the Commission.

(c) No Material Adverse Change. Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the financial condition, results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole which, in the judgment of the Representative, is material and adverse and makes it impractical or inadvisable to market the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any NRSO, or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any change in either U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls the effect of which is such as to make it, in the judgment of the Representative, impractical to market or to enforce contracts for the sale of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any suspension or material limitation of trading in securities generally on the New York Stock Exchange or NASDAQ Global Market, or any setting of minimum or maximum prices for trading on such exchange; (v) or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (vi) any banking moratorium declared by any U.S. federal or New York authorities; (vii) any major disruption of settlements of securities, payment, or clearance services in the United States or any other country where such securities are listed or (viii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representative, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency is such as to make it impractical or inadvisable to market the Offered Securities or to enforce contracts for the sale of the Offered Securities.

(d) Opinion of Counsel for Company. The Representative shall have received an opinion, dated such Closing Date, of Honigman Miller Schwartz and Cohn LLP, counsel for the Company, to the effect that:

(i) Good Standing of the Company. The Company is a corporation validly existing and in good standing under the laws of the State of Michigan, with corporate power and authority to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in the following jurisdictions: [to come];

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(ii) Offered Securities; Capitalization. The Offered Securities delivered on such Closing Date and all other outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and the authorized capital stock of the Company, including the Offered Securities, conforms in all material respects as to legal matters to the description thereof contained in the General Disclosure Package and the Final Prospectus under the caption “Description of Capital Stock”; the authorized, issued and outstanding capital stock of the Company is as set forth in the General Disclosure Package and the Final Prospectus under the caption “Capitalization”; the shareholders of the Company have no preemptive rights with respect to the Securities under the Michigan BCA or the Company’s organizational documents or, to such counsel’s knowledge, any similar contractual right; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder under the Michigan Business Corporation Act or the Company’s organizational documents, or, to such counsel’s knowledge, any similar contractual right;

(iii) Registration Rights. To the actual knowledge of such counsel, there are no contracts, agreements or understandings between the Company and any person granting such person registration rights other than as described in the General Disclosure Package and the Final Prospectus under the caption “Certain Relationships and Related Party Transactions”, and any person to whom the Company has granted registration rights has agreed not to exercise such rights until after the expiration of the Lock-Up Period referred to in Section 5 hereof;

(iv) Investment Company Act. Based in part on the description of the Company’s business set forth in the General Disclosure Package, the Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the General Disclosure Package, will not be an “investment company” as defined in the Investment Company Act;

(v) Absence of Further Requirements. No consent, approval, authorization or order of, or filing with any governmental agency or body is required, for the consummation of the transactions contemplated by this Agreement in connection with the offering, issuance and sale of the Offered Securities by the Company, except such as have been obtained or made and such as may be required under state securities or blue sky laws or the rules and regulations of FINRA;

(vi) Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement and the issuance and sale of the Offered Securities will not, (x) violate the organizational documents of the Company, (y) violate any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Company or any of its properties under Michigan BCA, Michigan law or federal law or (z) result in a breach of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any agreement or instrument filed as an exhibit to the Registration Statement to which the Company is a party or by which the Company is bound or to which any of the properties of the Company is subject.

(vii) Compliance with Registration Requirements; Effectiveness. The Initial Registration Statement was declared effective under the Act, the Additional Registration Statement (if any) was filed and became effective under the Act, the Final Prospectus was filed with the Commission pursuant to Rule 424(b) (or, if stated in such opinion, pursuant to Rule 462(c)), and, to the actual knowledge of such counsel, (x) no stop order

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suspending the effectiveness of a Registration Statement or any part thereof has been issued and (y) no proceedings for that purpose have been instituted or are pending or contemplated by the Commission under the Act; the statements in the Registration Statements, General Disclosure Package and Final Prospectus under the captions “                    ”, “                    ” and “                    ”, insofar as they summarize legal matters discussed therein, fairly present, in all material respects, such legal matters, agreements or documents; and such counsel does not know of any legal or governmental proceedings to which the Company is a party required to be described in a Registration Statement or the Final Prospectus which are not described as required or of any contracts or documents required to be filed as exhibits to a Registration Statement which are not filed as required;

(viii) Authorization of Agreement. Execution and delivery of this Agreement have been duly authorized by all necessary corporate action on behalf of the Company, and this Agreement has been duly executed and delivered by the Company; and

(ix) Disclosure. Each Registration Statement and the Final Prospectus, and each amendment or supplement thereto, if any, as of their respective effective times or issue dates, appear on their face to have complied as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; no facts have come to such counsel’s attention that have caused such counsel to believe that any part of a Registration Statement or any amendment thereto, as of its effective time or as of such Closing Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Final Prospectus or any amendment or supplement thereto, as of its issue date or as of such Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; no facts have come to such counsel’s attention that have caused such counsel to believe that the General Disclosure Package (taken as a whole), as of the Applicable Time or as of such Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. For purposes of the opinions to be expressed pursuant to this subsection (x), such counsel need not express any opinion or belief as to any of the financial statements, financial statement schedules or other financial data contained in any Registration Statement, the Final Prospectus, each amendment or supplement thereto, or the General Disclosure Package.

(e) Opinion of Counsel for Subsidiaries. The Representative shall have received an opinion from counsel to each of the Company’s subsidiaries as to such subsidiaries being duly and validly organized.

(f) Opinion of Counsel for Underwriters. The Representative shall have received from Goodwin Procter LLP, counsel for the Underwriters, such opinion or opinions, dated such Closing Date, with respect to such matters as the Representative may require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

(g) Officer’s Certificate. The Representative shall have received a certificate, dated such Closing Date, of an executive officer of the Company and a principal financial or accounting officer of the Company in which such officers shall state that: the representations and warranties of the Company set forth in Section 2(a) of this Agreement are true and correct as of such Closing Date; the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the

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effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to their knowledge and after inquiry to the Commission, are contemplated; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) of Regulation S-T of the Commission; and, subsequent to the date of the most recent financial statements in the General Disclosure Package, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the financial condition, results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole except as set forth in the General Disclosure Package or as described in such certificate.

(h) Lock-up Agreements. On or prior to the date hereof, the Representative shall have received lockup letters from each of the executive officers and directors of the Company, Compuware Corporation and [all] Equity Holders of the Company.

The Company will furnish the Representative with such conformed copies of such opinions, certificates, letters and documents as the Representative reasonably requests. The Representative may in its sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of an Optional Closing Date or otherwise.

8. Indemnification and Contribution.

(a) Indemnification of Underwriters. The Company and Compuware will, jointly and severally, indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Testing-the-Waters Writing at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus (including, without limitation, any forward-looking statements made by the Company and/or Compuware in the Registration Statement or otherwise), (ii) the omission or alleged omission of a material fact required to be stated in any Registration Statement at any time, any Testing-the-Waters Writing at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (iii) any failure, or alleged failure, of the Company to comply with the Act or the rules and regulations promulgated thereunder (including without limitation any claims, damages or liabilities (or actions in respect thereof) to rescind the sale of the Offered Securities to any acquirer of such shares as a result of such failure, or alleged failure, to so comply), and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and Compuware will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

(b) Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement

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and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the fourth paragraph under the caption “Underwriting” and the information relating to stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids contained in the eleventh and twelfth paragraphs under the caption “Underwriting.”

(c) Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

(d) Contribution. If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and Compuware on the one hand and the Underwriters on the other from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and

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Compuware on the one hand and the Underwriters on the other in connection with the statements, omissions or actions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company and Compuware on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and Compuware bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, Compuware or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. The Company, Compuware and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 8(d).

9. Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on either the First or any Optional Closing Date and the aggregate number of shares of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of shares of Offered Securities that the Underwriters are obligated to purchase on such Closing Date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of shares of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total number of shares of Offered Securities that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10 (provided that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

10. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Compuware or any of its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company, Compuware or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company and

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Compuware will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company, Compuware and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

12. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed to the Representative c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCD-IBD, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at Covisint Corporation, One Campus Martius, Detroit, MI 48226-5099, Attention: Chief Financial Officer, and if sent to Compuware, to it at Compuware Corporation, One Campus Martius, Detroit, MI 48226-5099, Attention: General Counsel; provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed, delivered or telegraphed and confirmed to such Underwriter.

13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder.

14. Representation of Underwriters. The Representative will act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representative will be binding upon all the Underwriters.

15. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

16. Absence of Fiduciary Relationship. The Company acknowledges and agrees that:

(a) No Other Relationship. The Representative has been retained solely to act as an underwriter in connection with the sale of Offered Securities and that no fiduciary, advisory or agency relationship between the Company and the Representative or Compuware and the Representative has been created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus, irrespective of whether the Representative has advised or is advising the Company or Compuware on other matters;

(b) Arms’ Length Negotiations. The price of the Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;

(c) Absence of Obligation to Disclose. The Company and Compuware each has been advised that the Representative and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or Compuware and that the Representative has no obligation to disclose such interests and transactions to the Company or Compuware by virtue of any fiduciary, advisory or agency relationship; and

(d) Waiver. The Company and Compuware each waives, to the fullest extent permitted by law, any claims it may have against the Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representative shall have no liability (whether direct or indirect) to the Company or Compuware in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or Compuware, including shareholders, employees or creditors of the Company or Compuware.

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17. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

The Company and Compuware each hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and Compuware each irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum.

[Remainder of the page intentionally left blank]

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If the foregoing is in accordance with the Representative’s understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company, Compuware and the several Underwriters in accordance with its terms.

Very truly yours,

COVISINT CORPORATION

By:

Name:

Title:

COMPUWARE CORPORATION

By:

Name:

Title:

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.

  CREDIT SUISSE SECURITIES (USA) LLC

    Acting on behalf of itself and as the

        Representative of the several Underwriters.

By:

Name:

Title:

SCHEDULE A

Underwriter	Number of Firm  Securities
Credit Suisse Securities (USA) LLC
Allen & Company LLC
Pacific Crest Securities LLC
Total

SCHEDULE B

1. General Use Issuer Free Writing Prospectuses (included in the General Disclosure Package)

“General Use Issuer Free Writing Prospectus” includes each of the following documents:

2. [                            ]

2. Other Information Included in the General Disclosure Package

The following information is also included in the General Disclosure Package:

[1. The initial price to the public of the Offered Securities.

2. [                            ]]

Exhibit A

[Form of Press Release]

Covisint Corporation

[Date]

Covisint Corporation (the “Company”) announced today that Credit Suisse, the lead book-running manager in the Company’s recent public sale of                 shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on     ,         20    , and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

EX-3.2

Exhibit 3.2

RESTATED ARTICLES OF INCORPORATION

For Use by Domestic Profit Corporations

Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned corporation executes the following Articles:

1. The present name of the corporation is: Covisint Corporation

2. The corporation identification number (CID) assigned by the Bureau is: 01738J

3. All former names of the corporation are: N/A

4. The date of filing the original Articles of Incorporation was April 1, 2008.

The following Restated Articles of Incorporation supersede the Articles of Incorporation as amended and shall be the Articles of Incorporation of the corporation:

ARTICLE I

The name of the corporation is: Covisint Corporation (the “Corporation”).

ARTICLE II

The purpose or purposes for which the Corporation is formed are to engage in any activity within the purposes for which corporations may be formed under the Michigan Business Corporation Act, as amended (the “Act”).

ARTICLE III

The total authorized capital stock is:

3.1 Common Shares 50,000,000 shares, Common Stock, No Par Value (the “Common Stock”).

Preferred Shares 5,000,000 shares, Preferred Stock, No Par value (the “Preferred Stock”).

3.2 A statement of all or any of the relative rights, preferences and limitations of the shares of capital stock is as follows:

(a) Common Stock. Shares of Common Stock shall have the rights, privileges and limitations as provided by law.

(b) Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more series. The board of directors (the “Board of Directors”) of the Corporation is hereby authorized by resolution or resolutions to provide for series of Preferred Stock to be issued and, by filing a certificate pursuant to the Act (a “Certificate of Designations”), to fix the number of shares constituting such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding), and with respect to each such series, to fix the voting powers, if any, designations, preferences and the relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of any such series. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following:

(i) the designation of the series, which may be by distinguishing number, letter or title;

(ii) the number of shares of the series, which number the Board of Directors may thereafter increase or decrease (but not below the number of shares thereof then outstanding);

(iii) whether dividends, if any, shall be cumulative or noncumulative and the dividend rate of the series;

(iv) dates at which dividends, if any, shall be payable;

(v) the redemption rights and price or prices, if any, for shares of the series;

(vi) the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series;

(vii) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

(viii) whether the shares of the series shall be convertible into shares of any other class or series, or any other security, of the Corporation or any other entity, and, if so, the specification of such other class or series of such other security, the conversion price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible and all other terms and conditions upon which such conversion may be made;

(ix) restrictions on the issuance of shares of the same series or of any other class or series;

(x) the voting rights, if any, of the holders of shares of the series; and

(xi) such other powers, privileges, preferences and rights, and qualifications, limitations and restrictions thereof, as the Board of Directors shall determine.

ARTICLE IV

4.1 The address and mailing address of the current registered office is One Campus Martius, 7^th Floor, Detroit, Michigan 48226.

4.2 The name of the current resident agent at the registered office is: Daniel S. Follis, Jr., Secretary.

ARTICLE V

5.1 In anticipation that the Corporation and Compuware may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Corporation through its continued contractual, corporate and business relations with Compuware (including service of officers and directors of Compuware as directors of the Corporation), the provisions of this Article V are set forth to regulate and define the conduct of certain affairs of the Corporation as they may involve Compuware and its officers and directors, and the powers, rights, duties and liabilities of the Corporation and its officers, directors and shareholders in connection therewith.

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5.2 No contract, agreement, arrangement or transaction between the Corporation and Compuware shall be void or voidable solely for the reason that Compuware is a party thereto, and Compuware (a) shall have been deemed fully satisfied and fulfilled any duties to the Corporation and its shareholders with respect thereto; (b) shall not be liable to the Corporation or its shareholders for any breach of fiduciary duty by reason of the entering into, performance or consummation of any such contract, agreement, arrangement or transaction; (c) shall be deemed to have acted in good faith and in a manner it reasonably believed to be in and not opposed to the best interests of the Corporation; and (d) shall be deemed not to have breached any duties of loyalty to the Corporation and its shareholders and not to have received an improper personal gain therefrom, if the material facts as to the contract, agreement, arrangement or transaction are disclosed or are known to the Board of Directors or the committee thereof that authorizes the contract, agreement, arrangement or transaction, and the Board of Directors or such committee in good faith authorizes the contract, agreement, arrangement or transaction by the affirmative vote of a majority of the disinterested directors, even though less than a quorum. Directors of the Corporation who are also directors or officers of Compuware may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee that authorizes the contract, agreement, arrangement or transaction.

5.3 Compuware shall have the right to, and shall have no duty not to (a) engage in the same or similar business activities or lines of business as the Corporation; (b) do business with any client or customer of the Corporation; and (c) employ or otherwise engage any officer or employee of the Corporation, and the Corporation shall not be deemed to have an interest or expectancy in any such activities merely because the Corporation engages in the same or similar activities. Neither Compuware nor any officer or director thereof (except as provided in Section 5.4 of this Article) shall be liable to the Corporation or its shareholders for breach of any fiduciary duty by reason of any such activities of Compuware or of such person’s participation therein. In the event that Compuware acquires knowledge of a potential transaction or matter which may be a corporate opportunity for both Compuware and the Corporation, Compuware shall have no duty to communicate or present such corporate opportunity to the Corporation, and the Corporation, to the fullest extent permitted by law, renounces any interest or expectancy in such corporate opportunity and waives any claim that such corporate opportunity should have been presented to the Corporation. Compuware shall not be liable to the Corporation or its shareholders for breach of any fiduciary duty as a shareholder of the Corporation by reason of the fact that Compuware pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity or does not present such corporate opportunity to the Corporation.

5.4 In the event that a director or officer of the Corporation who is also a director or officer of Compuware acquires knowledge of a potential transaction or matter which may be a corporate opportunity for both the Corporation and Compuware and which may be properly pursued by the Corporation as part of the Corporation’s development and marketing of cloud engagement Platform-as-a-Service offerings, such director or officer of the Corporation (a) shall be deemed to have fully satisfied and fulfilled such person’s fiduciary duty to the Corporation and its shareholders with respect to such corporate opportunity; (b) shall not be liable to the Corporation or its shareholders for breach of any fiduciary duty by reason of the fact that Compuware pursues or acquires such corporate opportunity for itself or direct such corporate opportunity to another person or does not present such corporate opportunity to the Corporation; (c) shall be deemed to have acted in good faith and in a manner such person reasonably believes to be in and not opposed to the best interests of the Corporation for the purposes of Article VIII hereof and the other provisions of these Articles of Incorporation; and (d) shall be deemed not

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to have breached such person’s duty of loyalty to the Corporation or its shareholders or to have derived an improper personal economic gain therefrom for the purposes of Article VIII thereof and the other provisions of these Articles of Incorporation, if such director or officer acts in good faith in a manner consistent with the following policy:

(i) where a corporate opportunity is offered to a person who is a director but not an officer of the Corporation and who is also a director or officer of Compuware, the Corporation shall be entitled to pursue such opportunity only if such opportunity is expressly offered to such person solely in his or her capacity as a director of the Corporation;

(ii) where a corporate opportunity is offered to a person who is an officer of both the Corporation and Compuware, the Corporation shall be entitled to pursue such opportunity only if such opportunity is expressly offered to such person solely in his or her capacity as an officer of the Corporation;

(iii) where a corporate opportunity is offered to a person who is an officer of the Corporation and who is also a director but not an officer of Compuware, the Corporation shall be entitled to pursue such opportunity unless such opportunity is expressly offered to such person solely in his or her capacity as a director of Compuware, in which case Compuware shall be entitled to pursue such opportunity; and

(iv) if an officer or director of the Corporation, who also serves as an officer or director of Compuware, acquires knowledge of a potential transaction or matter which may be a corporate opportunity for both the Corporation and Compuware in any manner not addressed by Section 5.4, clauses (i), (ii) or (iii), such officer or director shall have no duty to communicate or present such corporate opportunity to the Corporation and shall to the fullest extent permitted by law not be liable to the Corporation or its shareholders for breach of fiduciary duty as an officer or director of the Corporation by reason of the fact that Compuware pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity or does not present such corporate opportunity to the Corporation, and the Corporation to the fullest extent permitted by law renounces any interest or expectancy in such business opportunity and waives any claim that such business opportunity constituted a corporate opportunity that should be presented to the Corporation.

The provisions of this Section 5.4 are not intended to be an allocation of corporate opportunities between the Corporation and Compuware or an exhaustive statement of corporate opportunities which may be available to the Corporation, pursuit of which shall be in accordance with these Articles of Incorporation and applicable law.

5.5 For the purposes of this Article V, “corporate opportunities” of the Corporation shall include business opportunities contemplated by the Corporation’s development and marketing of cloud engagement Platform-as-a-Service offerings, and which the Corporation is financially able to undertake, which are, from their nature, in the line of the Corporation’s business, are of practical advantage to it and are ones in which the Corporation has an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Compuware or its officers or directors will be brought into conflict with that of the Corporation:

(a) For purposes of this Article V, “Corporation” means the Corporation and all corporations, partnerships, joint ventures, limited liability companies, trusts, associations and other entities in which the Corporation owns (directly or indirectly) fifty percent (50%) or more of the outstanding voting stock, voting power, partnership interests or similar ownership interests.

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5.6 Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article V.

5.7 Except for Section 5.2, Section 5.5, Section 5.6, Section 5.7 and Section 5.8, this Article shall become inoperative and of no effect on the later of (a) the Operative Date and (b) the date upon which no officer or director of the Corporation is also an officer or director of Compuware. Neither the alteration, amendment, termination or repeal of this Article nor the adoption of any provision inconsistent with this Article shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article would accrue or arise, prior to such alteration, amendment, termination, repeal or adoption. Following the later of (a) the Operative Date and (b) the date upon which no officer or director of the Corporation is also an officer or director of Compuware, any contract, agreement, arrangement or transaction involving a corporate opportunity not approved or allocated as provided in this Article shall not by reason thereof result in any breach of any fiduciary duty or duty of loyalty or failure to act in good faith or in the best interests of the Corporation or derivation of any improper personal economic gain, but shall be governed by the other provisions of these Articles of Incorporation, the Bylaws, the Act and other applicable law.

5.8 Notwithstanding any other provision of these Articles of Incorporation, the affirmative vote of at least eighty percent (80%) of the votes entitled to be cast thereon shall be required to amend, alter, change or repeal, or to adopt any provision as part of these Articles of Incorporation inconsistent with the purpose and intent of this Article V.

ARTICLE VI

When a compromise or arrangement or a plan of reorganization of this Corporation is proposed between this Corporation and its creditors or any class of them or between this Corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of this Corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the Corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing 3/4 in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of this Corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all of the shareholders or class of shareholders and also on this Corporation.

ARTICLE VII

7.1 Any action required or permitted by the Act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted; provided, however, that except as otherwise provided by a Certificate of Designations, from and after the date that Compuware ceases to be the beneficial owner of shares representing at least a majority of votes entitled to be cast by the holders of Common Stock, any action required or permitted to be taken by shareholders may be effected only at a duly called annual or special meeting of shareholders and may not be effected by a written consent or consents by shareholders in lieu of such a meeting.

7.2 Except as otherwise required by law or provided by a Certificate of Designations, special meetings of shareholders of the Corporation may be called only by (a) the Chairman of the

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Board of Directors; (b) the Board of Directors or the Secretary of the Corporation pursuant to a resolution adopted by a majority of directors then in office; or (c) Compuware, so long as Compuware is the beneficial owner of at least a majority of votes entitled to be cast by the holders of Common Stock. No business other than that stated in the notice of a special meeting of shareholders shall be transacted at such special meeting.

ARTICLE VIII

A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of the director’s fiduciary duty. However, this Article shall not eliminate or limit the liability of a director for any of the following:

8.1 A breach of the director’s duty of loyalty to the Corporation or its shareholders.

8.2 Acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law.

8.3 A violation of Section 551(1) of the Michigan Business Corporation Act.

8.4 A transaction from which the director derived an improper personal benefit.

8.5 An act or omission occurring before the effective date of this Article.

Any repeal, amendment or other modification of this Article shall not increase the liability or alleged liability of any director of the Corporation then existing with respect to any state of the facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. If the Act is subsequently amended to authorize corporate action further eliminating or limiting personal liability of directors, then the liability of directors shall be eliminated or limited to the fullest extent permitted by the Act as so amended.

ARTICLE IX

These Articles of Incorporation may be amended, altered or repealed by the affirmative vote of a majority of the votes entitled to be cast thereon; provided, however, and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, these Articles of Incorporation or the Bylaws, the affirmative vote of at least eighty percent (80%) of the votes entitled to be cast thereon shall be required to amend, alter, change or repeal, or to adopt any provision as part of these Articles of Incorporation inconsistent with the purpose and intent of Article V.

ARTICLE X

For purposes of these Articles of Corporation:

10.1 “beneficial owner” and “beneficial ownership” have the meaning ascribed to such terms in Rule 13d-3 under the Securities Act of 1933, as amended, but shall not include shares of Common Stock beneficially owned by Compuware but not for its own account, including (in such exclusion) beneficial ownership which arises by virtue of some entity that is an affiliate of Compuware being a sponsor or advisor of a mutual or similar fund that beneficially owns shares of Common Stock.

10.2 “Distribution” means a distribution by Compuware of Common Stock (and Preferred Stock, if any) of the Corporation or common stock (and preferred stock, if any) of a Person that is a successor to the Corporation to holders of common stock of Compuware intended to qualify as a tax-free distribution under Section 355 of the Internal Revenue Code of 1986, as amended, or any successor thereto.

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10.3 “Compuware” means Compuware Corporation, a Michigan corporation, all successors to Compuware Corporation by way of merger, consolidation or sale of substantially all of its assets, and all corporations, limited liability companies, joint ventures, partnerships, trusts, associations or other entities in which Compuware Corporation: (a) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests, or (iii) the capital or profits interest, in the case of a partnership; or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body, but shall not include the Corporation or any Subsidiary of the Corporation (any such successor in interest, corporation, limited liability company, joint venture, partnership, trust, association or other entity referred to in this definition shall be deemed to be a “Compuware Company”).

10.4 “Operative Date” means the first date on which Compuware ceases to beneficially own twenty percent (20%) or more of the aggregate number of shares of the then outstanding Common Stock.

10.5 “Person” means any individual, partnership, joint venture, limited liability company, firm, corporation, trust or other entity, including governmental authorities.

10.6 “Subsidiary” means, with respect to the Corporation, any corporation, limited liability company, joint venture, partnership, trust, association or other entity in which the Corporation: (a) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests, or (iii) the capital or profits interest, in the case of a partnership; or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

ARTICLE XI

These Restated Articles of Incorporation shall become effective upon filing with the Michigan Department of Licensing and Regulatory Affairs (the “Effective Date”).

11.1 These Restated Articles of Incorporation were duly adopted on the 23^rd day of May, 2013, in accordance with the provisions of Section 642 of the Act and: (check one of the following)

¨ were duly adopted by the Board of Directors

¨ without a vote of the shareholders. These Restated Articles of Incorporation only restate and integrate and do not further amend the provisions of the Articles of Incorporation as heretofore amended and there is no material discrepancy between those provisions and the provisions of these Restated Articles.

¨ were duly adopted by the shareholders. The necessary number of shares as required by statute were voted in favor of these Restated Articles.

¨ were duly adopted by the written consent of the shareholders having not less than the minimum number of votes required by statute in accordance with Section 407(1) of the Act. Written notice to shareholders who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders is permitted only if such provision appears in the Articles of Incorporation.)

x were duly adopted by the written consent of all the shareholders entitled to vote in accordance with Section 407(2) of the Act.

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Signed this 23^rd day of May, 2013

/s/ Daniel S. Follis, Jr.

Daniel S. Follis, Jr., Secretary

(Print or type name and title)

Document will be returned to name and

mailing address indicated below.

(Include name, street and number (or

P.O. Box), city, state and zip code.):

Dawn Short, Honigman Miller Schwartz and Cohn LLP

2290 First National Building

660 Woodward Avenue

Detroit, MI 48226

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EX-3.4

Exhibit 3.4

AMENDED AND RESTATED BYLAWS

OF

COVISINT CORPORATION

Article I

MEETINGS OF SHAREHOLDERS

Section 1.01. PLACE OF MEETINGS. Annual and special meetings of the shareholders shall be held at such place within or without of the State of Michigan as may be fixed from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver of notice thereof, or, at the direction of the Board of Directors, to the extent permitted by applicable law, may be held by means of remote communication. The Board of Directors may allow participation at any meeting of shareholders by remote communication.

Section 1.02. ANNUAL MEETING. The annual meeting of the shareholders shall be held on the fourth Wednesday in the month of August of each year, beginning with the year 2013, or at such other date and time as may be determined from time to time by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.

Section 1.03. SPECIAL MEETINGS. Except as otherwise required by law or provided by the resolution or resolutions adopted by the Board of Directors designating the rights, powers and preferences of any series of Preferred Stock and the Certificate of Designations filed by the Corporation with respect thereto (collectively, a “Certificate of Designations”), and except as set forth in the Corporation’s Articles of Incorporation, as amended or restated (the “Articles of Incorporation”), special meetings of shareholders of the Corporation may be called only by (a) the Chairman of the Board of Directors, (b) the Board of Directors or the Secretary of the Corporation pursuant to a resolution adopted by a majority of directors then in office or (c) Compuware, so long as Compuware is the beneficial owner of at least a majority of votes entitled to be cast by the holders of Common Stock. The notice shall state the purpose or purposes for which the meeting is to be called. No business other than that stated in the notice of a special meeting of shareholders shall be transacted at such special meeting. For purposes of these Bylaws, “Compuware” means Compuware Corporation, a Michigan corporation, all successors to Compuware Corporation by way of merger, consolidation or sale of substantially all of its assets, and all corporations, limited liability companies, joint ventures, partnerships, trusts, associations or other entities in which Compuware Corporation: (x) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests, or (iii) the capital or profits interest, in the case of a partnership; or (y) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body, but shall not include the Corporation or any Subsidiary of the Corporation.

Section 1.04. NOTICE OF MEETINGS.

(a) Except as otherwise provided herein, written notice of the time, place and purposes of a meeting of shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally, by mail or by a form of electronic transmission to which the shareholder has consented, to each shareholder of record entitled to vote at the meeting. If a shareholder or proxy holder may be present and vote at the meeting by remote communication, the means of remote communication allowed shall be included in the notice.

(b) When a meeting is adjourned to another time or place, it is not necessary to give notice of the adjourned meeting if the time and place, if any, to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. A shareholder or proxy holder may be present and vote at the adjourned meeting by means of remote communication if he or she was permitted to be present and vote by that means of remote communication in the original meeting notice. At the adjourned meeting, only business as might have been transacted at the original meeting may be transacted if a notice of the adjourned meeting is not given. If after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice under subsection (a).

(c) Any notice required by statute or by these Bylaws to be given to the shareholders, or to directors, or to any officer of the Corporation, in addition to any other manner permitted by or specified in these Bylaws, shall be deemed to be sufficient to be given by depositing the same in a post office box, in a sealed, post-paid wrapper, addressed to such shareholder, director, or officer at his last known address, and such notice shall be deemed to have been given at the time of such mailing.

Section 1.05. WAIVER OF NOTICE; ATTENDANCE AT MEETING.

(a) A shareholder’s attendance at a meeting of shareholders, whether in person or by proxy, will result in both of the following: (i) waiver of objection to lack of notice or defective notice, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (ii) waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

(b) Subject to any guidelines and procedures adopted by the Board of Directors, shareholders and proxy holders not physically present at a meeting of shareholders may participate in the meeting by means of remote communication, are considered present in person and may vote at the meeting if all of the following conditions are satisfied: (i) the Corporation implements reasonable measures to verify that each person considered present and permitted to vote at the meeting by means of remote communication is a shareholder or proxy holder, (ii) the Corporation implements reasonable measures to provide each shareholder and proxy holder a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings, and (iii) if any shareholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of the vote or other action is maintained by the Corporation.

Section 1.06. QUORUM AND ADJOURNMENT. At all meetings of shareholders, except as otherwise expressly provided by statute or the Articles of Incorporation, shares entitled to cast a majority of the votes at a meeting constitute a quorum at the meeting. The shareholders present, in person or by proxy, at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a majority of the shares present in person or by proxy or by the chairman of the meeting.

Section 1.07. VOTE OF SHAREHOLDERS. Except as otherwise provided by law, the Articles of Incorporation, any Certificate of Designations or these Bylaws, when a quorum is present, the affirmative vote of the holders of shares representing at least a majority of votes actually present in person or represented by proxy at the meeting and entitled to vote on a matter shall be the act of the shareholders. A vote may be cast either orally or in writing, but if more than 25 shareholders of record are entitled to vote, then votes shall be cast in writing signed by the shareholder or the shareholder’s proxy. Every reference in these Bylaws to a majority or other proportion of shares, or a majority or other proportion of the votes of shares, of then outstanding capital stock of the corporation (or any one or more classes or series of such stock) shall refer to such majority or other proportion of the votes to which such shares of capital stock entitle their holders to cast as provided in the Articles of Incorporation or any Certificate of Designations. No shareholder shall be entitled to exercise any right of cumulative voting.

Section 1.08. PROXIES. Every shareholder entitled to a vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. A proxy shall be in writing and shall be executed by the shareholder or the shareholder’s authorized agent or representative or shall be transmitted electronically to the person who will hold the proxy or to a proxy solicitation firm, proxy support service organization or similar agent fully authorized by the person who will hold the proxy to receive that transmission and include or be accompanied by information from which it can be determined that the electronic transmission was authorized by the shareholder. A complete copy, fax or other reliable reproduction of the proxy may be substituted or used in lieu of the original proxy for any purpose for which the original could be used. A proxy shall not be valid after the expiration of three years from its date unless otherwise provided in the proxy. A proxy is revocable at the pleasure of the shareholder executing it except as otherwise provided by applicable law.

Section 1.09. ORGANIZATION OF SHAREHOLDERS’ MEETINGS. At every meeting of the shareholders, a person chosen by the Board of Directors or, if no person is chosen by the Board of Directors, the Chairman of the Board, or, in the absence of a designee by the Board and the Chairman of the Board, or, in his absence, a chairman chosen by a majority in interest of the shareholders of the Corporation present in person or by proxy and entitled to vote, shall act as chairman; and the Secretary, or in his absence any person appointed by the chairman of the meeting shall act as secretary. The chairman of the meeting shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting which are fair to shareholders in his discretion. The chairman of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. If participation is permitted by remote communication, the names of the participants in the meeting shall be divulged to all participants.

Section 1.10. NEW SHAREHOLDERS. Every person becoming a shareholder in this Corporation shall be deemed to assent to these Bylaws, and shall designate to the Secretary the address to which he desires that the notice herein required to be given may be sent, and all notices mailed to such addresses, with postage prepaid, shall be considered as duly given at the date of mailing, and any person failing to so designate shall be deemed to have waived notice of such meeting.

Section 1.11 ADVANCE NOTICE PROVISIONS FOR SHAREHOLDER BUSINESS AND NOMINATIONS.

(a) Director Nominations.

(1) Only persons who are nominated in accordance with the procedures set forth in this Section 1.11(a) shall be eligible to serve as directors of the Corporation. Nominations of persons for election to the Board of Directors may be made at an annual or special meeting of shareholders (i) by or at the direction of the Board of Directors (or any duly authorized committee thereof) (including, without limitation, by making reference to the nominees in the proxy statement delivered to shareholders on behalf of the Board of Directors), or (ii) by any shareholder of the Corporation who was a shareholder of record both at the time of giving of notice provided for in this Section 1.11(a) and at the time of the shareholders meeting, who is entitled to vote at the meeting, who complies with the notice procedures set forth in this Section 1.11(a) and who attends, or whose duly qualified representative attends, the meeting and makes such nomination(s). Unless otherwise provided in the Articles of Incorporation, Section 1.11(a)(1)(ii) shall be the exclusive means for a shareholder to propose or make any nomination of a person or persons for election to the Board to be considered by the shareholders at an annual meeting or special meeting.

(2) Without qualification, for nominations to be made by a shareholder at an annual meeting or, if the Board has first determined that directors are to be elected at a special meeting, at a special meeting, the shareholder must (i) provide Timely Notice thereof in writing and in proper form (as provided in Section 1.11(a)(3)) to the Secretary of the Corporation at the Corporation’s principal office and (ii) provide any updates or supplements to such notice at the times and in the form required by Section 1.11(c).

(3) To be in proper form for purposes of this Section 1.11(a), a shareholder’s notice must set forth the following information:

(i) as to each person whom the shareholder proposes to nominate for election or reelection as a director (A) all information relating to such proposed nominee that would be required to be set forth in a shareholder’s notice pursuant to this Section 1.11 if such proposed nominee were a Proposing Person, (B) all information relating to such proposed nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 under the Exchange Act and the rules and regulations thereunder (including such proposed nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (C) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, arrangements or understandings between or among any Proposing Person and each proposed nominee, and his or her respective affiliates and associates, (D) the

amount of any equity securities beneficially owned (as defined in Rule 13d-3 (or any successor thereof) under the Exchange Act) in any direct competitor of the Corporation or its operating subsidiaries if such ownership by the nominee(s) and the Proposing Persons, in the aggregate, beneficially own 5% or more of the class of equity securities, and (E) an undertaking from each such person to be nominated that, if elected to the Board, they will comply with corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation that are generally applicable to directors who are not employees of the Corporation;

(ii) as to each Proposing Person, (A) the name and address of such Proposing Person and, as to the shareholder providing the notice, such name and address as they appear on the Corporation’s books, (B) a statement describing and quantifying in reasonable detail any Material Ownership Interests, (C) the amount of any equity securities beneficially owned (as defined in Rule 13d-3 (or any successor thereof) under the Exchange Act) in any direct competitor of the Corporation or its operating subsidiaries if such ownership by the nominee(s) and the Proposing Persons, in the aggregate, beneficially own 5% or more of the class of equity securities and (D) whether the Proposing Person intends to solicit proxies from shareholders in support of such nominee(s); and

(iii) a representation that the shareholder providing the notice intends to appear in person or by proxy at the meeting to nominate the person named in its notice.

(4) The shareholder providing the notice shall furnish such other information as may reasonably be requested by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder’s understanding of the independence or lack of independence of such nominee.

(5) Notwithstanding anything in the Timely Notice requirement in Section 1.11(a)(2) to the contrary, in the event that the number of directors to be elected to the Board is increased and there is no Public Announcement by the Corporation naming all of the nominees for director or, in the alternative, specifying the size of the increased Board at least 100 days prior to the first anniversary of the preceding year’s annual meeting of shareholders, a shareholder’s notice required by this Section 1.11 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to or mailed and received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such Public Announcement is first made by the Corporation.

(b) Other Business.

(1) At an annual meeting of shareholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business (except as provided in the next sentence), must be (i) specified in the notice of meeting given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (ii) brought before the meeting by or at the direction of the Board of Directors or (iii) otherwise properly brought by any shareholder of the Corporation who was a shareholder of record both at the time of giving of notice provided for in this Section and at the time of the annual meeting, who is entitled to vote at the meeting, who complies with the notice procedures

set forth in this Section 1.11(b) and who attends, or whose duly qualified representative attends, the meeting and presents such business to the meeting. Except for (A) proposals made in accordance with the procedures and conditions set forth in Rule 14a-8 (or any successor thereof) under the Exchange Act and included in the notice of meeting and proxy statement given by or at the direction of the Board of Directors (or any duly authorized committee thereof), and (B) director nominations (which shall be governed by Section 1.11(a)), clause (iii) of the preceding sentence shall be the exclusive means for a shareholder to propose business to be brought before an annual meeting of shareholders. At a special meeting of shareholders, only such business shall be conducted as shall have been properly brought before the meeting pursuant to the Corporation’s notice of meeting and applicable law.

(2) Without qualification, for business to be properly brought before an annual meeting by a shareholder pursuant to this Section 1.11(b), (i) the business must otherwise be a proper matter for shareholder action under applicable law and (ii) the shareholder must (A) provide Timely Notice thereof in writing and in proper form to the Secretary of the Corporation at the Corporation’s principal office and (B) provide any updates or supplements to such notice at the times and in the form required by Section 1.11(c).

(3) To be in proper form for purposes of this Section 1.11(b), a shareholder’s notice shall set forth the following information:

(i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting (including the text of any resolutions or bylaw amendments proposed for consideration);

(ii) all information relating to such proposed business that is required to be included in a proxy statement or other filings required to be made in connection with solicitations of proxies pursuant to Section 14 under the Exchange Act and the rules and regulations thereunder in connection with the meeting at which such proposed business is to be acted upon;

(iii) a brief description of any material interest in such business of each Proposing Person and a brief description of all agreements, arrangements and understandings between such Proposing Person and any other person or persons (including their names) in connection with the proposal of such business;

(iv) as to each Proposing Person, (A) the name and address of such Proposing Person and, as to the shareholder providing the notice, such name and address as they appear on the Corporation’s books, (B) a statement describing and quantifying in reasonable detail any Material Ownership Interests, and (C) whether the Proposing Person intends to solicit proxies from shareholders in support of such business; and

(v) a representation that the shareholder providing the notice intends to appear in person or by proxy at the meeting to propose the business identified in the shareholder’s notice.

(c) Requirement to Update Information. A shareholder providing any notice as provided in Section 1.11(a) or (b) shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to Section 1.11(a) or 1.11(b), as applicable, shall be true and correct as of the record date for the meeting and as of the

date that is ten (10) business days prior to the meeting date or any adjournment or postponement thereof, and such update and supplement shall be delivered to or otherwise received by the Secretary at the principal executive offices of the Corporation not later than two (2) business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date) and not later than eight (8) business days prior to the date for the meeting or any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(d) Determination of Improperly Brought Nomination or Business. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, the chairman of the meeting shall, if the facts so warrant, determine and declare to the meeting that one or more nominations or other business was not properly brought before the meeting in accordance with the provisions of this Section 1.11 and, if the chairman should so determine, the chairman shall so declare to the meeting and any such defective nomination shall be disregarded and any such improperly brought business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

(e) Definitions. As used in this Section 1.11, the following terms have the meanings ascribed to them below.

(1) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(2) “Material Ownership Interests” means (i) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially (as defined in Rule 13d-3 (or any successor thereof) under the Exchange Act) and of record by such Proposing Person, (ii) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation (a “Derivative Instrument”) directly or indirectly owned beneficially by such Proposing Person, (iii) any proxy, contract, arrangement, understanding, or relationship pursuant to which such Proposing Person has a right to vote any shares of any security of the Corporation, (iv) any short interest beneficially owned or held by such Proposing Person in any security of the Corporation, (v) any rights to dividends on the shares of the Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, (vi) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a (A) limited liability company in which the Proposing Person is a member or, directly or indirectly, beneficially owns an interest in a member, or (B) general or limited partnership in which such Proposing Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, and (vii) any performance related fees (other than an asset-based fee) to which such Proposing Person is entitled based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice.

(3) “Proposing Person” means (i) the shareholder providing the notice of the nomination or business proposed to be made or presented at the meeting, (ii) the beneficial owner, if different, on whose behalf the nomination or business proposed to be made or presented at the meeting is made, (iii) any affiliate or associate of such beneficial owner (as such terms are defined in Rule 12b-2 (or any successor thereof) under the Exchange Act), and (iv) any other person with whom such shareholder or such beneficial owner (or any of their respective affiliates or associates) is acting in concert.

(4) “Public Announcement” means disclosure in a press release reported by the Dow Jones News Service, Associated Press, Prime Newswire, PRNewswire, Marketwire or comparable news service or in a document furnished to or filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and publicly available.

(5) “Timely Notice” means:

(i) With respect to an annual meeting, a notice is a Timely Notice if it (A) is delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120^th day and not later than the close of business on the 90th day prior to the one-year anniversary of the preceding year’s annual meeting, and (B) contains all of the information required to be contained therein by the applicable provisions of this Section 1.11; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date or if the Corporation did not hold an annual meeting in the preceding fiscal year, notice by the shareholder to be timely must be so delivered not later than the close of business on the 90th day prior to such annual meeting or, if later, the tenth day following the day on which a Public Announcement of the date of such meeting is first made by the Corporation.

(ii) With respect to a special meeting, a notice is a Timely Notice if it (A) is delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or, if later, the tenth day following the day on which a Public Announcement is first made of the date of the special meeting and (B) contains all of the information required to be contained therein by the applicable provisions of this Section 1.11.

(iii) In no event shall the public announcement of a postponement or adjournment of an annual or special meeting to a later date or time commence a new time period for the giving of a shareholder’s notice as described above.

(f) Compliance With Applicable Law. Notwithstanding the foregoing provisions of this Section 1.11, a shareholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section. Nothing in this Section shall be deemed to affect any rights of (i) shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor thereof) under the Exchange Act, or (ii) the holders of any series of preferred stock to elect directors pursuant to any applicable provisions of the Articles of Incorporation.

(g) Compuware. Notwithstanding anything to the contrary contained in these Bylaws, until such time as Compuware ceases to be the beneficial owner of shares representing at least a majority of the votes entitled to be cast by the holders of Common Stock, Compuware shall be entitled to nominate persons for election to the Board of Directors and propose business to be considered by the shareholders at any meeting of shareholders without compliance with the notice requirements and procedures of this Section 1.11.

Section 1.12. INSPECTORS OF ELECTION. The Board of Directors may, and whenever any shareholder present at a meeting of shareholders shall request the appointment of an inspector of election, it shall, appoint an inspector or inspectors of election who need not be shareholders. If the right of any person to vote at such meeting shall be challenged, the inspector(s) of election shall determine such right. The inspector(s) shall receive and count the votes either upon an election or for the decision of any question and shall determine the result. The inspector(s) certificate of any vote shall be prima facia evidence thereof.

Article II

RECORD DATES

Section 2.01. TIMING. For the purpose of determining shareholders entitled to notice of and to vote at a meeting of shareholders or an adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of a dividend or allotment of a right, or the date when any change or conversion or exchange of capital stock shall go into effect, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days prior to any other action. If a record date is so fixed, such shareholders and only such shareholders as shall be shareholders of record on that date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to express such consent or dissent, or to receive payment of such dividend or such allotment of rights, or otherwise to be recognized as shareholders for the purpose of any other action, notwithstanding any transfer of any shares on the books of the Corporation after any such record date so fixed. If a record date is not fixed (a) the record date for determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held, and (b) the record date for determining shareholders for any purpose other than that specified in clause (a) shall be the close of business on the day on which the resolution of the Board relating thereto is adopted.

Section 2.02. ADJOURNMENTS. When a determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders has been made, the determination applies to any adjournment of the meeting, unless the Board fixes a new record date for the adjourned meeting.

Article III

DIRECTORS

Section 3.01. GENERAL POWERS. The business and property of the Corporation, except as expanded and/or limited by the Articles of Incorporation, the Bylaws or by statute, shall be managed by the Board of Directors.

Section 3.02. NUMBER, QUALIFICATIONS AND TERM OF OFFICE. The number of directors shall be (a) as specified in the Articles of Incorporation, or (b) if not so specified, no greater than 12 and no less than 1 and the number shall be determined from time to time by resolution of the Board of Directors. The directors need be shareholders only if so specified in

the Articles of Incorporation. Except as otherwise provided by statute, the Articles of Incorporation or these Bylaws, the directors shall be elected at each annual meeting of shareholders and shall hold office for the term for which each director is elected and qualified, or until his death, resignation or removal.

Section 3.03. PLACE OF MEETINGS. Meetings of the Board of Directors, annual, regular or special, shall be held at any place within or without the State of Michigan as may from time to time be determined by the Board of Directors.

Section 3.04. ELECTRONIC PARTICIPATION IN MEETING. A member of the Board or a committee established pursuant to Article IV of these Bylaws may participate in a meeting by means of conference telephone or other means of remote communication through which all persons participating in the meeting can communicate with the other participants. Participation in a meeting pursuant to this Section 3.04 constitutes presence in person at the meeting.

Section 3.05. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held whenever called by any director. Notice of any special meeting, and any adjournment thereof, stating the place, date and hour of the meeting, shall be mailed to each director, addressed to him at his residence or usual place of business, or shall be sent to him at such place or be delivered personally, by telephone or by a form of electronic transmission, at least three (3) calendar days before the day on which the meeting is to be held. Notice of any meeting of the Board of Directors need not be given to any director who submits a signed waiver of notice before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him. Unless limited by statute, the Articles of Incorporation, these Bylaws, or the terms of notice thereof, any and all business may be transacted at any special meeting.

Section 3.06. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held on a regular basis. The frequency and number of such regular meetings shall be set by the Board of Directors as from time to time in their discretion they deem necessary. Notice of such regular meetings, and any adjournment thereof, shall be as set forth in Section 3.05 of this Article III.

Section 3.07. ACTION WITHOUT A MEETING. Unless otherwise provided in the Articles of Incorporation, action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if, before or after the action, all of the directors then in office or then serving on such committee, as the case may be, consent thereto in writing or, to the extent permitted by law, by electronic transmission. The written consents shall be filed with the minutes of the proceedings of the Board of Directors. The consent has the same effect as a vote of the Board of Directors for all purposes.

Section 3.08. QUORUM AND MANNER OF ACTION. A majority of the members of the Board of Directors then in office constitutes a quorum for the transaction of business unless the Articles of Incorporation provide otherwise. The vote of a majority of the directors present at a meeting at which a quorum is present constitutes the action of the Board of Directors, except as otherwise required by statute or the Articles of Incorporation.

Section 3.09. COMPENSATION. The Board of Directors, by affirmative vote of a majority of directors in office and irrespective of any personal interest of any of them, may establish reasonable compensation for services by the directors to the Corporation as directors or officers. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.10. REMOVAL OF DIRECTORS. A director, directors, or the entire Board of Directors may be removed, with or without cause, by vote of the holders of a majority of the shares entitled to vote at an election of directors, except as otherwise provided by statute or the Articles of Incorporation.

Section 3.11. RESIGNATIONS. Any director may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or the Secretary of the Corporation. Such resignation shall take effect upon its receipt by addressee named above or a subsequent time as set forth in the notice of resignation.

Section 3.12. VACANCIES. Any newly created directorships and vacancies occurring on the Board of Directors by reason of death, resignation, retirement, disqualification, removal or otherwise may be filled by the affirmative vote of a majority of the remaining directors then in office, although less than a quorum. Except as otherwise provided in the Articles of Incorporation, each person so elected shall be a director for a term of office continuing only until the next election of directors by the shareholders.

Section 3.13. ORGANIZATION FOR BOARD MEETING. At each meeting of the Board of Directors, the Chairman of the Board, or in his absence, the Chief Executive Officer, or in his absence, the President, or in his absence, a Vice-President, or in his absence the Secretary, or in his absence a director chosen by a majority of the directors present, shall act as chairman of the meeting. The Secretary, or in his absence, any person appointed by the chairman of the meeting, shall act as secretary of the meeting.

Section 3.14. RELIANCE ON BOOKS AND RECORDS. In discharging his or her duties, a director or an officer of the Corporation, when acting in good faith, may rely upon information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the following:

(a) One or more directors, officers, or employees of the Corporation, or of a business organization under joint control or common control, whom the director or officer reasonably believes to be reliable and competent in the matters presented.

(b) Legal counsel, public accountants, engineers, or other persons as to matters the director or officer reasonably believes are within the person’s professional or expert competence.

(c) A committee of the Board of which he or she is not a member if the director or officer reasonably believes the committee merits confidence.

A director or officer is not entitled to rely on the information set forth above if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted unwarranted.

Article IV

COMMITTEES

Section 4.01. COMMITTEES. The Board of Directors, by resolution adopted by a majority of the whole Board of Directors, may appoint such committees of directors to have such authority (subject to applicable law and any limitations set forth in this Article IV) as shall be specified by the Board in the resolution making such appointment, provided that any such committee operate in accordance with the Bylaws of this Corporation, including this Article IV. The designation of any such committee and the delegation of authority to it shall not operate to relieve the Board of Directors of any responsibility imposed on it by law. Notwithstanding the provisions of this Article IV, no committee of the Board shall have the power or authority, except as otherwise permitted by law, to:

(a) Amend the Articles of Incorporation;

(b) Adopt an agreement of merger or share exchange;

(c) Recommend to shareholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets;

(d) Recommend to shareholders a dissolution of the Corporation or revocation of a dissolution;

(e) Amend the Bylaws of the Corporation;

(f) Fill vacancies in the Board of Directors; or

(g) Unless expressly authorized by the Board of Directors, declare a dividend or authorize the issuance of stock.

Section 4.02. COMMITTEE — REGULAR MEETINGS. Regular meetings of any committee shall be held without notice at such time and at such place as shall from time to time be determined by resolution of such committee. In case the day so determined shall be a legal holiday, such meeting shall be held on the next succeeding day, not a legal holiday, at the same hour.

Section 4.03. COMMITTEE — SPECIAL MEETINGS. Special meetings of any committee shall be held whenever called by the chairman of such committee. Notice of any special meeting and any adjournment thereof shall be given in the manner set forth in Section 3.05 of these Bylaws. Notice of any special meeting need not be given to any member who submits a signed waiver of notice before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him. Unless limited by statute, the Articles of Incorporation, these Bylaws, or the terms of the notice thereof, any and all business may be transacted at any special meeting of a committee.

Section 4.04. COMMITTEE — QUORUM AND MANNER OF ACTION. A majority of the members of any committee in office at the time of any regular or special meeting of such committee shall be present in person to constitute a quorum for the transaction of business.

The vote of a majority of the members present at the time of such vote, if a quorum is present at such time, shall be the act of such committee. A majority of the members present, whether or not a quorum is present, may adjourn any meeting and no notice of an adjourned meeting need be given.

Section 4.05. COMMITTEE — RECORDS. Any committee may, in its discretion or the discretion of the Board of Directors, keep minutes of its proceedings and submit the same, if any, from time to time to the Board of Directors. The Secretary of the Corporation, or in his absence an Assistant Secretary, shall act as secretary to any such committee unless such committee has appointed its own secretary.

Article V

OFFICERS

Section 5.01. OFFICERS. The officers of the Corporation shall be a Chief Executive Officer, a President, a Secretary and a Treasurer. The Board of Directors may also appoint a Chairman of the Board, a Chief Financial Officer, one or more Vice Presidents, Assistant Secretaries and/or Assistant Treasurers, and such other officers and agents as may from time to time appear to be necessary or advisable in the conduct of the affairs of the Corporation and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. Any two or more offices may be held by the same person, except that no one person may hold the offices of both President and Vice-President. No one of said officers except the Chairman of the Board (if elected by the Board of Directors) need be a director, but any other officer who is not a director cannot succeed to or fill the office of Chairman of the Board. The Board of Directors may secure the fidelity of any or all of such officers by bond or otherwise.

Section 5.02. TERM OF OFFICE AND RESIGNATION. So far as practicable, all officers shall be elected or appointed at the first meeting of the Board of Directors following the annual meeting of shareholders in each year. An officer shall hold office for the term for which he is elected or appointed and until his successor is elected or appointed and qualified, or until his resignation or removal. Any elected or appointed officer may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary of the Corporation. Such resignation shall take effect upon its receipt by any one of the above or at a subsequent time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.03. REMOVAL OF OFFICERS. Any officer may be removed by the Board of Directors at any time, with or without cause. The removal of an officer shall be without prejudice to his contract rights, if any. The appointment or election of an officer does not of itself create contract rights.

Section 5.04. VACANCIES. The Board of Directors may fill any vacancies in any office occurring for whatever reason.

Section 5.05. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be elected by and from the members of the Board of Directors. Unless otherwise determined by the Board pursuant to Section 1.09, the Chairman shall preside at all meetings of the shareholders and the Board of Directors. The Chairman shall possess such other powers and perform such other duties as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws.

Section 5.06. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer, subject to the control of the Board of Directors, shall, in general, supervise and manage the business affairs of the Corporation. In the absence of the Chairman of the Board, the Chief Executive Officer shall preside at all meetings of the Board of Directors and of the shareholders. He or she may also preside at any such meeting attended by the Chairman of the Board if he or she is so designated by the Chairman. Subject to the requirements of the Certificate of Incorporation, the Chief Executive Officer shall have the power to appoint and remove subordinate officers, agents and employees, except those elected by the Board of Directors. Except where, by law, the signature of the President is required, the Chief Executive Officer shall possess all requisite power to sign all certificates, contracts, and other instruments of the Corporation which may be authorized by the Board of Directors. The Chief Executive Officer shall keep the Board of Directors informed of material developments regarding the business of the Corporation and shall consult with them concerning the business of the Corporation.

Section 5.07. PRESIDENT. The President shall be elected by and from the membership of the Board of Directors. The President shall perform the duties of the Chief Executive Officer in the absence of the Chief Executive Officer. The President shall further perform such other duties and possess such other powers as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws.

Section 5.08. THE VICE-PRESIDENTS. The Board may elect one or more Vice-Presidents and from among their number may designate one or more Executive Vice-Presidents and Senior Vice-Presidents. The Vice-Presidents so appointed shall have such powers and discharge such duties as may be assigned to them, respectively, from time to time by the Board of Directors.

Section 5.09. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall perform all necessary acts and duties in connection with the administration of the financial affairs of the Corporation; and shall perform such other duties as are usually ascribed to that office. The Chief Financial Officer shall further perform such other duties and possess such other powers as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws.

Section 5.10. THE SECRETARY. The Secretary shall attend all meetings of the Board of Directors and the shareholders and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall, when requested, perform like duties for all committees of the Board of Directors. He shall attend to the giving of notice of all meetings of the shareholders, and special meetings of the Board of Directors and committees thereof. He shall keep and account for all books, documents, papers and records of the Corporation, except those for which some other officer or agent is properly accountable. He shall have authority to sign stock certificates, and shall generally perform all the duties appertaining to the office of secretary of a corporation. In the absence of the Secretary, such person as shall be designated by the Chief Executive Officer, the President or the chairman of a meeting shall perform his duties.

Section 5.11. THE TREASURER. The Treasurer shall have the care and custody of all the funds of the Corporation and shall deposit the same in such banks or other depositories as the Board of Directors, or any officer or officers, or any officer and agent jointly, duly authorized by the Board of Directors, shall, from time to time, direct or approve. He shall keep a full and

accurate account of all monies received and paid on account of the Corporation, and shall render a statement of his accounts whenever the Board of Directors shall require. He shall generally perform all the duties usually appertaining to the office of treasurer of a Corporation. When required by the Board of Directors, he shall give bonds for the faithful discharge of his duties in such sums and with such sureties as the Board of Directors shall approve. In the absence of the Treasurer, such person as shall be designated by the Chief Executive Officer or President shall perform his duties.

Article VI

INDEMNIFICATION

Section 6.01. NON-DERIVATIVE ACTIONS. Subject to all of the other provisions of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a director or officer of the Corporation, or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorneys’ fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation or its shareholders, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation or its shareholders, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 6.02. DERIVATIVE ACTIONS. Subject to all of the provisions of this Article VI, the Corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director or officer of the Corporation, or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by the person in connection with such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation or its shareholders. However, indemnification shall not be made for any claim, issue or matter in which such person has been found liable to the Corporation unless and only to the extent that the court in which such action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for the reasonable expenses incurred.

Section 6.03. EXPENSES OF SUCCESSFUL DEFENSE. To the extent that a director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 6.01 or 6.02 of these Bylaws, or in defense of any claim, issue or matter in the action, suit or proceeding, the Corporation shall indemnify such director or officer against actual and reasonable expenses (including attorneys’ fees) incurred by such person in connection with the action, suit or proceeding and any action, suit or proceeding brought to enforce the mandatory indemnification provided by this Section 6.03.

Section 6.04. DEFINITIONS. For the purposes of Sections 6.01 and 6.02, “other enterprises” shall include employee benefit plans; “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and “serving at the request of the Corporation” shall include any service as a director, officer, employee, or agent of the Corporation which imposes duties on, or involves services by, the director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be considered to have acted in a manner “not opposed to the best interests of the Corporation or its shareholders” as referred to in Sections 6.01 and 6.02.

Section 6.05. CONTRACT RIGHT; LIMITATION ON INDEMNITY. The right to indemnification conferred in this Article VI shall be a contract right, and shall apply to services of a director or officer as an employee or agent of the Corporation as well as in such person’s capacity as a director or officer. Except as otherwise expressly provided in this Article VI, the Corporation shall have no obligation under this Article VI to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by the Board of Directors.

Section 6.06. DETERMINATION THAT INDEMNIFICATION IS PROPER.

(a) Any indemnification under Sections 6.01 or 6.02 of these Bylaws (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in Sections 6.01 or 6.02, whichever is applicable, and upon an evaluation of the reasonableness of expenses and amounts paid in settlement. The determination and evaluation shall be made in any of the following ways:

(1) by a majority vote of a quorum of the Board of Directors consisting of directors who are not parties or threatened to be made parties to the action, suit or proceeding;

(2) if a quorum cannot be obtained under clause (1), by a majority of the members of a committee of two or more directors who are not parties or threatened to be made parties to the action, suit or proceeding;

(3) if the Corporation has one or more “independent directors” (as defined in Section 107(3) of the Michigan Business Corporation Act (“MBCA”)) who are not parties or threatened to be made parties to the action, suit or proceeding, by a unanimous vote of all such directors;

(4) by independent legal counsel in a written opinion, which counsel is selected by the Board or a committee as provided in clauses (1) or (2) above, or if a quorum cannot be obtained under clause (1) and a committee cannot be designated under clause (2), by the vote necessary for action by the Board in accordance with Section 3.08 of these Bylaws, in which authorization all directors may participate; or

(5) by the shareholders, but shares held by directors, officers, employees or agents who are parties or threatened to be made parties to the action, suit or proceeding may not be voted on the determination.

(b) To the extent that the Articles of Incorporation include a provision eliminating or limiting the liability of a director pursuant to MBCA Section 209, the Corporation may indemnify a director for the expenses and liabilities described below without a determination that the director has met the standard of conduct set forth in Sections 6.01 and 6.02, but no indemnification may be made except to the extent authorized in MBCA Section 564c, if the director received a financial benefit to which he or she was not entitled, intentionally inflicted harm on the Corporation or its shareholders, violated MBCA Section 551, or intentionally violated criminal law. In connection with an action or suit by or in the right of the Corporation, as described in Section 6.02, indemnification under this Section 6.06(b) may be for expenses, including attorneys’ fees, actually and reasonably incurred. In connection with an action, suit or proceeding other than one by or in the right of the Corporation, as described in Section 6.02, indemnification under this Section 6.06(b) may be for expenses, including attorneys’ fees, actually and reasonably incurred, and for judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred.

Section 6.07. AUTHORIZATIONS OF PAYMENT.

Authorizations of payment under Sections 6.01 and 6.02 of these Bylaws shall be made in any of the following ways:

(a) by the Board of Directors:

(1) if there are two or more directors who are not parties or threatened to be made parties to the action, suit or proceeding, by a majority vote of all such directors (a majority of whom shall for this purpose constitute a quorum);

(2) by a majority of the members of a committee of two or more directors who are not parties or threatened to be made parties to the action, suit or proceeding;

(3) if there are one or more “independent directors” (as defined in MBCA Section 107(3)) who are not parties or threatened to be made parties to the action, suit or proceeding, by a majority vote of all independent directors who are not parties or threatened to be made parties, a majority of whom shall constitute a quorum for this purpose; or

(4) if there are no “independent directors” and less than two directors who are not parties or threatened to be made parties to the action, suit or proceeding, by the vote necessary for action by the Board in accordance with Section 3.08 of these Bylaws, in which authorization all directors may participate; or

(b) by the shareholders, but shares held by directors, officers, employees or agents who are parties or threatened to be made parties to the action, suit or proceeding may not be voted on the authorization.

Section 6.08. PROPORTIONATE INDEMNITY. If a person is entitled to indemnification under Section 6.01 or 6.02 of these Bylaws for a portion of expenses, including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount thereof, the Corporation shall indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.

Section 6.09. EXPENSE ADVANCE. The Corporation may pay or reimburse the reasonable expenses incurred by a person referred to in Sections 6.01 or 6.02 of these Bylaws who is a party or threatened to be made a party to an action, suit, or proceeding in advance of final disposition of the proceeding if the person furnishes the Corporation a written undertaking executed personally to repay the advance if it is ultimately determined that he or she did not meet the applicable standard of conduct, if any, required by the MBCA for the indemnification of the person under the circumstances. Such undertaking shall be an unlimited general obligation of the person on whose behalf advances are made but need not be secured and may be accepted without reference to the financial ability of the person to make repayment. An evaluation of reasonableness under this Section 6.09 shall be made in the manner specified in Section 6.06 for an evaluation of reasonableness of expenses, and an authorization shall be made in the manner specified in Section 6.07 unless the advance is mandatory. A provision in the Articles of Incorporation, these Bylaws, a resolution by the Board or the shareholders, or an agreement making indemnification mandatory shall also make advancement of expenses mandatory unless the provision specifically provides otherwise.

Section 6.10. NON-EXCLUSIVITY OF RIGHTS. The indemnification or advancement of expenses provided under this Article VI is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the Corporation. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.

Section 6.11. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VI with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

Section 6.12. FORMER DIRECTORS AND OFFICERS. The indemnification provided in this Article VI continues as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 6.13. INSURANCE. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have power to indemnify the person against such liability under these Bylaws or the laws of the State of Michigan.

Section 6.14. CHANGES IN MICHIGAN LAW. In the event of any change of the Michigan statutory provisions applicable to the Corporation relating to the subject matter of this Article VI, then the indemnification to which any person shall be entitled hereunder shall be determined by such changed provisions, but only to the extent that any such change permits the Corporation to provide broader indemnification rights than such provisions permitted the Corporation to provide prior to any such change. Subject to Section 6.15, the Board of Directors is authorized to amend these Bylaws to conform to any such changed statutory provisions.

Section 6.15. AMENDMENT OR REPEAL OF ARTICLE VI. No amendment or repeal of this Article VI shall apply to or have any effect on any director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal.

Section 6.16. ENFORCEMENT OF RIGHTS. Any determination with respect to indemnification or payment in advance of final disposition under this Article VI shall be made promptly, and in any event within 30 days, after written request to the Corporation by the person seeking such indemnification or payment. If it is determined that such indemnification or payment is proper and if such indemnification or payment is authorized (to the extent such authorization is required) in accordance with this Article VI, then such indemnification or payment in advance of final disposition under this Article VI shall be made promptly, and in any event within 30 days after such determination has been made, such authorization that may be required has been given and any conditions precedent to such indemnification or payment set forth in this Article VI, the Articles of Incorporation or applicable law have been satisfied. The rights granted by this Article VI shall be enforceable by such person in any court of competent jurisdiction.

Article VII

SHARE CERTIFICATES

Section 7.01. FORM; SIGNATURE. Certificated shares of the Corporation shall be represented by certificates signed by the Chairman of the Board, President, or a Vice-President, and by the Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of the Corporation. The signatures of the officers may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or an employee. In case an officer who has signed or whose facsimile signature has been placed upon a certificate ceases to be such officer before the certificate is issued, the certificate may be issued by the Corporation with the same effect as if he were such officer at the date of issue. Notwithstanding the foregoing, the Board of Directors may authorize the issuance of some or all of the shares without certificates to the fullest extent permitted by law. Within a reasonable time after the issuance or transfer of shares without certificates, the Corporation shall send the shareholder a written statement of the information required on certificates by applicable law.

Section 7.02. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may, in its discretion, appoint one or more banks or trust companies, from time to time, to act as Transfer Agents and Registrars of the shares of the Corporation; and upon such appointments being made, no certificate representing shares shall be valid until countersigned by one of such Transfer Agents and registered by one of such Registrars.

Section 7.03. TRANSFER OF SHARES. Transfers of certificated shares shall be made on the books of the Corporation only upon written request by the person named in the certificate, or by his attorney lawfully constituted in writing, and upon surrender and cancellation of a certificate or certificates for a like number of shares of the same class, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures as the Corporation or its agents may reasonably require. Transfers of uncertificated shares shall be made by such written instrument as the Board of Directors shall from time to time specify together with such proof of the authenticity of signatures as the Corporation or its agents may reasonably require.

Section 7.04. REGISTERED SHAREHOLDERS. The Corporation shall be entitled to treat the person in whose name any share of stock is registered as the owner thereof as the owner of such share for all purposes, including without limitation the receipt of dividends and other distributions, the receipt of notices, the right to vote or give consent as such owner, and the obligation to pay for calls and assessments, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by applicable law.

Section 7.05. LOST CERTIFICATES. In case any certificate representing shares shall be lost, stolen or destroyed, the Board of Directors, or any officer or officers duly authorized by the Board of Directors, may authorize the issuance of a substitute certificate in place of the certificate so lost, stolen, or destroyed, and may cause or authorize such substitute certificate to be countersigned by the appropriate Transfer Agent and registered by the appropriate Registrar. In each such case the applicant for a substitute certificate shall furnish to the Corporation and to such of its Transfer Agents and Registrars as may require the same, evidence to their satisfaction, in their discretion, of the loss, theft or destruction of such certificate and of the ownership thereof, and also such security or indemnity as may by them be required.

Article VIII

MISCELLANEOUS

Section 8.01. FISCAL YEAR. The Board of Directors from time to time shall determine the fiscal year (or calendar year) of the Corporation.

Section 8.02. SIGNATURES ON NEGOTIABLE INSTRUMENTS. All bills, notes, checks or other instruments for the payment of money shall be signed or countersigned by such officers or agents and in such manner as from time to time may be prescribed by resolution of the Board of Directors, or may be prescribed by any officer or officers, or any officer and agent jointly, duly authorized by the Board of Directors. When the execution of any contract, conveyance mortgage or other instrument has been authorized without specification of the executing officers or agents, the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer may execute the same in the name and on behalf of this Corporation.

Section 8.03. DIVIDENDS. Except as otherwise provided in the Articles of Incorporation, dividends upon the shares of the Corporation may be declared and paid as permitted by law in such amounts as the Board of Directors may determine.

Section 8.04. RESERVES. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors deems conducive to the interest of the Corporation; and in its discretion the Board of Directors may decrease or abolish any such reserve.

Section 8.05. CORPORATION OFFICES. The registered office of the Corporation shall be as provided in the Articles of Incorporation. The Corporation may also have offices in such other places as the Board of Directors may from time to time appoint, or the business of the Corporation requires. Such offices may be outside of the State of Michigan.

Article IX

AMENDMENTS

Section 9.01. POWER TO AMEND. Unless otherwise provided herein or in the Articles of Incorporation, these Bylaws may be amended, altered or repealed, in whole or in part, by the shareholders or by the Board of Directors at any meeting duly held in accordance with these Bylaws; provided that any notice of a shareholders meeting includes notice of the proposed amendment, alteration or repeal.

EX-4.3

Exhibit 4.3

STOCK OPTION AGREEMENT

TO: [Recipient Name] (Employee Number: nnnnn)

DATED: [Date]

Pursuant to the 2009 Long Term Incentive Plan (the “Plan”) of Covisint Corporation (the “Corporation” or “Company”) and with the approval of the Corporation’s Board of Directors in accordance with the Plan, the Corporation grants you an option (the “Option”) to purchase [#shares] shares of Common Stock (the “Shares”) at $[price] per share, upon the terms and conditions contained in this Stock Option Agreement (the “Agreement”) and in the Plan. The Option is intended to be a Nonqualified Option. The Plan, as amended from time to time, is made a part of this Agreement and is available upon request. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement, shall have the meanings given them in the Plan.

1. Vesting Schedule. Subject to the terms contained in this Agreement and in the Plan, you may exercise the Option to purchase the shares on and after the closing of the Initial Public Offering for shares of the Company.

2. Expiration. This Option will expire at the earliest to occur of (a) the close of business on August 25, 2015 if the Company has not closed the Initial Public Offering, (b) upon termination of your employment for any reason (including without limitation, due to death, Disability, for Cause (as defined in Section 5 of this Agreement) or without Cause) prior to vesting, or (c) to the extent not previously vested, upon a change in control of the Parent. A “change of control of Parent” means the closing or effectiveness of an acquisition of Parent by a third party, regardless of the form of the acquisition. If the Company has closed the Initial Public Offering on or prior to August 25, 2015, this Option will expire (to the extent not previously exercised) on August 25, 2019 (the “Expiration Date”), unless terminated earlier in accordance with the Plan or Section 5 of this Agreement.

3. Non-Transferable. The Option may not be transferred by you other than by will or by the laws of descent and distribution or as otherwise provided in the Plan and, during your lifetime, the Option is exercisable only by you.

4. Change in Control. Subject to Section 9.2(b) of the Plan, upon a Change in Control of the Company, the Option shall immediately become fully Vested.

5. Termination of Employment.

(a) If your employment is terminated by your employer without Cause or by you, you shall have the right for a period of 30 days after such termination, but in no event after the Expiration Date, to exercise that portion of this Option, if any, that was exercisable by you on the date of such termination. If you die during the 30-day period following termination, your legal representative or the person or persons to whom your rights shall pass by will or by the laws of descent and distribution shall have the right for a period of 120 days following your death, but in no event after the Expiration Date, to exercise that portion of this Option, if any, that was exercisable by you on the date of your termination.

(b) If your employment is terminated by your employer with Cause, this Option shall terminate and shall not be exercisable by you after such termination. Termination for “Cause” means termination for (1) continued failure to make a good faith effort to perform your duties, (2) any willful act or omission that you knew or should have known would injure the Corporation, its Parent or any of its Subsidiaries, (3) fraud, (4) dishonesty, (5) commission of a felony, or violation of any law relating to your employment, (6) failure to devote substantially full time to your employment duties (except because of illness or Disability), (7) insubordination, (8) an act or omission that is contrary to the direction of your supervisor, if such direction relates to your duties to the Corporation, its Parent or any of its Subsidiaries that are reasonably performable, or (9) violation of the Parent’s Code of Conduct.

(c) If your employment terminates by reason of your death, your legal representative or the person(s) to whom your rights shall pass by will or by the laws of descent and distribution shall have the right for a period of 12 months after your death, but in no event after the Expiration Date, to exercise that portion of this Option, if any, that was exercisable by you at the time of death.

(d) If your employment terminates by reason of your Disability, you shall have the right for a period of 12 months after such termination, but in no event after the Expiration Date, to exercise that portion of this Option, if any, that was exercisable by you on the date of such termination. For purposes of this Agreement, you shall be deemed to be “Disabled” and to have a “Disability” if you are permanently and totally disabled as a result of a physical or mental disability (within the meaning of Section 22(e) of the Internal Revenue Code), as determined by a medical doctor satisfactory to the Committee.

6. Manner of Exercise. The exercise price for Shares upon exercise of the Option shall be paid in full in cash or by personal check, bank draft or money order at the time of exercise; provided, however, that in lieu of such form of payment, subject to the limitations set forth in Section 2.4 of the Plan, payment may be made by (a) delivery and transfer, in a manner acceptable to the Corporation’s Secretary in his sole discretion, to the Corporation of outstanding shares of Common Stock; (b) by delivery to the Corporation’s Secretary or his designee of a properly executed exercise notice, acceptable to the Corporation, together with irrevocable instructions to the Optionee’s broker to deliver to the Corporation sufficient cash to pay the exercise price and any applicable income and employment withholding taxes, in accordance with a written agreement between the Corporation and the brokerage firm; or (c) any other method permitted in Section 2.4 of the Plan. Shares of Common Stock surrendered upon exercise shall be valued at the Fair Market Value per share as determined at the end of the day prior to the date of exercise.

7. Rights as Stockholder. As the holder of the Option you shall not be, nor have any of the rights or privileges of, a stockholder of the Corporation in respect of any Shares unless a certificate or certificates representing such Shares shall have been issued by the Corporation to you or a book entry representing such Shares has been made and such Shares have been deposited with the appropriate registered book-entry custodian. The Corporation shall not be liable to you for damages relating to any delay in issuing shares or a stock certificate to you, any loss of a certificate, or any mistakes or errors in the issuance of shares or a certificate to you.

8. Withholding. Your employer shall have the right to withhold from your compensation or to require you to remit sufficient funds to satisfy applicable withholding for income and employment taxes upon the exercise of an Option. Subject to the limitations in Section 10.5 of the Plan, you may, in order to fulfill the withholding obligation, make payment to your employer in any manner permitted under Section 10.5 of the Plan. Your employer shall be authorized to take such action as may be necessary, in the opinion of its counsel (including, without limitation, withholding vested Common Stock otherwise deliverable to you and/or withholding amounts from any compensation or other amounts your employer owes you), to satisfy the obligations for payment of any such taxes.

9. No Guarantee of Employment. Nothing contained in this Agreement or in the Plan, nor any action taken by your employer or the Committee under the Plan or this Agreement, shall confer upon you any right with respect to continuation of your employment or other service by or to the Corporation or any Parent or Subsidiary of the Corporation, nor interfere in any way with the right of the Corporation or any Parent or Subsidiary to terminate your employment or other service at any time, and if you are an employee, your employment is and shall remain employment at will, except as otherwise specifically provided by law or in a written employment agreement between you and your employer.

10. Personal Data. By entering into this Agreement, you consent to the disclosure, transfer and/or processing of any relevant personal data in relation to the administration of the Plan by the Corporation or any third party authorized by the Corporation to administer the Plan on its behalf, and in particular such processing as is necessary in relation to your holding and exercising the Option. The relevant personal data that will be processed includes but is not limited to name, employee number, hire date, job title and location.

11. Plan Terms Control. In the event of a conflict between the Plan and this Agreement, the terms of the Plan shall control, it being understood that variations in this Agreement from terms set forth in the Plan shall not be considered to be in conflict if the Plan permits such variations.

12. Notices. Any notices to be given to the Corporation under the terms of this Agreement shall be addressed to the Corporation in care of its Secretary, and any notices to you shall be addressed to you at the address stated in the Corporation’s records.

Very truly yours,
COVISINT CORPORATION
By:	/s/ Peter Karmanos, Jr.
	Peter Karmanos, Jr.
	Its: Chairman

The above is agreed to and accepted by:

Optionee’s Signature Date                    

EX-4.4

Exhibit 4.4

STOCK OPTION AGREEMENT

COVISINT CORPORATION

2009 LONG TERM INCENTIVE PLAN

AMENDMENT NO. 1

Pursuant to Sections 10.6 and Section 10.7 of the 2009 Long Term Incentive Plan (the “Plan”) of Covisint Corporation (the “Company”), «firstname» «lastname» (the “Option Holder”), by delivering and not withdrawing the Option Holder’s consent to amend each of the Option Holder’s outstanding Stock Option Agreements issued under the Plan before the Expiration Time (as defined in the Offer to Amend Stock Option Agreements to Comply with Code Section 409A and Other Changes, dated November 28, 2012), the Board of Directors of the Company (the “Board”) hereby agrees to amend each of the Option Holder’s outstanding Stock Option Agreements issued under the Plan as follows:

I. Section 1 of the Stock Option Agreement is amended in its entirety to read as follows:

1. Exercise Schedule. Subject to the terms contained in this Agreement and in the Plan, your Option shall become 100% Vested on the closing of the Initial Public Offering and you may exercise the Option to purchase the shares of the Company according to the following schedule (“Option Exercise Schedule”) (unless a portion or all of the following Exercise Schedule is accelerated pursuant to Section 5(a), (c) or (d)):

• 40% of your Option shall be exercisable beginning on January 1 and ending December 31 of the first calendar year immediately following the calendar year in which the closing of the Company’s Initial Public Offering occurs (“First Exercise Period”);

• 30% of your Option shall be exercisable beginning on January 1 and ending December 31 of the second calendar year following the calendar year in which the closing of the Company’s Initial Public Offering occurs (“Second Exercise Period”); and

• 30% of your Option shall be exercisable beginning on January 1 and ending December 31 of the third calendar year following the calendar year in which the closing of the Company’s Initial Public Offering occurs (“Third Exercise Period”).

The First Exercise Period, Second Exercise Period and Third Exercise Period shall be generally referred to as the “Exercise Period.” The Company must receive confirmation from E*TRADE that you have exercised your Option (“Notice of Exercise”) on or before December 31 of the applicable Exercise Period in order for such portion of your Option to be deemed exercised during such Exercise Period. If you fail to exercise the designated portion of your Option pursuant to the time periods detailed above, such designated portion shall be deemed forfeited at 11:59PM Eastern Time on December 31st of the respective Exercise Period and shall no longer be available for exercise. For example, if you fail to exercise some or all of the 40% portion of your Option during the First Exercise Period, such portion shall be forfeited and no longer exercisable at 11:59PM Eastern Time on December 31st of the First Exercise Period.

In all cases under this Agreement, following the Company’s receipt of your Notice of Exercise, your shares under the Option shall be settled within five days following the Company’s receipt of the Notice of Exercise. It is your responsibility to follow up with the Company to confirm that the Company has received your Notice of Exercise. The Company is not responsible for any lost or misdirected notifications of your Notice of Exercise.

II. Section 4 of the Stock Option Agreement is amended in its entirety to read as follows:

4. Change in Control. Subject to Section 9.2(b) of the Plan, upon a Change in Control of the Company, the Option shall immediately become fully vested and 100% exercisable (to the extent not otherwise forfeited or expired pursuant to this Agreement) on the date of a Change in Control and remain exercisable until the later of: (i) 85 days following the date of a Change in Control or (ii) December 27th of the calendar year in which the Change in

Control occurs ((i) and (ii) are collectively referred to as the “Change in Control Exercise Period”); provided that, notwithstanding the Change in Control Exercise Period, the Option shall no longer be exercisable after the Expiration Date. For purposes of this Section 4, an event shall constitute a Change in Control only to the extent it also satisfies the requirements of a “change in ownership of a corporation,” “change in effective control of a corporation,” or a “change in ownership of a substantial portion of a corporation’s assets” as defined under Section 409A of the Code and the regulations thereunder (collectively referred to as “Section 409A”). If you die during the Change in Control Exercise Period or, if earlier, prior to the Expiration Date, your legal representative or the person or persons to whom your rights shall pass by will or by the laws of descent and distribution shall have the right to exercise your vested Option until the expiration of the Change in Control Exercise Period or, if earlier, the Expiration Date. The Company must receive the Notice of Exercise before the expiration of the Change in Control Exercise Period or, if earlier, by the Expiration Date, in order for you to be considered to have exercised your Option under this Section 4. Your Option shall be forfeited and no longer exercisable upon the close of business on the dates specified in the preceding sentence.

III. Section 5 of the Stock Option Agreement is amended in its entirety to read as follows:

5. Termination of Employment.

(a) (i) If your employment is terminated by your employer without Cause (so long as such termination constitutes a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. Section 1.409A-1(h)), 100% of your vested Option that was not otherwise forfeited or expired pursuant to this Agreement shall be immediately exercisable until the later of: (A) 85 days following the date of such termination or (B) December 27th of the calendar year in which such termination occurs ((A) and (B) are collectively referred to as the “Involuntary Termination Exercise Period”); provided that, notwithstanding the Involuntary Termination Exercise Period, the Option shall no longer be exercisable after the Expiration Date. If you die during the Involuntary Termination Exercise Period or, if earlier, prior to the Expiration Date, your legal representative or the person or persons to whom your rights shall pass by will or by the laws of descent and distribution shall have the right to exercise your vested Option until the expiration of the Involuntary Termination Exercise Period or, if earlier, the Expiration Date. The Company must receive the Notice of Exercise before the expiration of the Involuntary Termination Exercise Period or, if earlier, by the Expiration Date, in order for your Option to be deemed exercised under this Section 5(a)(i). Your Option shall be forfeited and no longer exercisable upon the close of business on the dates specified in the preceding sentence.

(ii) If you voluntarily terminate employment with your employer (so long as such termination constitutes a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. Section 1.409A-1(h)), you may exercise only that portion of your vested Option that is exercisable during the calendar year in which you terminate, according to the Option Exercise Schedule described in Section 1 of this Agreement until the later of: (A) 85 days following the date of such termination or (B) December 27th of the calendar year in which such termination occurs ((A) and (B) are collectively referred to as the “Voluntary Termination Exercise Period”); provided that, notwithstanding the Voluntary Termination Exercise Period, the Option shall no longer be exercisable after the Expiration Date. If you die during the Voluntary Termination Exercise Period or, if earlier, prior to the Expiration Date, your legal representative or the person or persons to whom your rights shall pass by will or by the laws of descent and distribution shall have the right to exercise such portion of your vested Option until the expiration of the Voluntary Termination Exercise Period or, if earlier, the Expiration Date. The Company must receive the Notice of Exercise before the expiration of the Voluntary Termination Exercise Period or, if earlier, by the Expiration Date, in order for your Option to be deemed exercised under this Section 5(a)(ii). Your Option shall be forfeited and no longer exercisable upon the close of business on the dates specified in the preceding sentence.

(b) If your employment is terminated by your employer with Cause, this Option shall terminate and shall not be exercisable by you after such termination. Termination for “Cause” means termination for (1) continued failure to make a good faith effort to perform your duties, (2) any willful act or omission that you knew or should have known would injure the Company, its Parent or any of its Subsidiaries, (3) fraud, (4) dishonesty, (5) commission of a felony, or violation of any law relating to your employment, (6) failure to devote substantially full time to your employment duties (except because of illness or Disability), (7) insubordination, (8) an act or omission that is contrary to the direction of your supervisor, if such direction relates to your duties to the Company, its Parent or any of its Subsidiaries that are reasonably performable, or (9) violation of the applicable Code of Conduct.

(c) If your employment terminates by reason of your death, 100% of your vested Option that was not otherwise forfeited or expired pursuant to this Agreement shall be immediately exercisable by your legal representative or the person(s) to whom your rights shall pass by will or by the laws of descent and distribution until the later of: (i) 85 days following the date of your death or (ii) December 27th of the calendar year in which you die ((i) and (ii) are collectively referred to as the “Estate’s Exercise Period”) provided that, notwithstanding the Estate’s Exercise Period, the Option shall no longer be exercisable after the Expiration Date. The Company must receive the Notice of Exercise before the expiration of the Estate’s Exercise Period or, if earlier, by the Expiration Date, in order for your Option to be deemed exercised under this Section 5(c). Your Option shall be forfeited and no longer exercisable upon the close of business on the dates specified in the preceding sentence.

(d) If your employment terminates by reason of your Disability, 100% of your vested Option that was not otherwise forfeited or expired pursuant to this Agreement shall be immediately exercisable by you until the later of: (i) 85 days following the date of your termination or (ii) December 27th of the calendar year in which such termination occurs ((i) and (ii) are collectively referred to as the “Disability Exercise Period”); provided that, notwithstanding the Disability Exercise Period, the Option shall no longer be exercisable after the Expiration Date. For purposes of this Agreement, you shall be deemed to be “Disabled” and to have a “Disability” if you are permanently and totally disabled as a result of a physical or mental disability (within the meaning of Section 22(e) of the Internal Revenue Code), as determined by a medical doctor satisfactory to the Committee. If you die during the Disability Exercise Period or, if earlier, prior to the Expiration Date, your legal representative or the person or persons to whom your rights shall pass by will or by the laws of descent and distribution shall have the right to exercise your vested Option until the expiration of the Disability Exercise Period or, if earlier, the Expiration Date. The Company must receive your Notice of Exercise before the expiration of the Disability Exercise Period or, if earlier, by the Expiration Date following the date of your termination due to Disability in order for your Option to be deemed exercised under this Section 5(d). Your Option shall be forfeited and no longer exercisable upon the close of business on the dates specified in the preceding sentence.

IV. A new Section 13 shall be included in the Stock Option Agreement to read as follows:

Section 409A.

(a) It is intended that the payments provided under this Agreement shall be in compliance with Section 409A, and the terms of this Agreement are to be interpreted and construed accordingly. The exercise periods described in Sections 4 and 5 of this Agreement shall run off the earliest of the events described in Sections 4 and 5 to occur and the exercise periods shall not be extended due to an intervening event. For example, if there is a Change in Control and a subsequent termination of your employment by the Company without Cause, the exercise period for the Change in Control will be the controlling exercise period and the exercise period for a termination of employment without Cause under Section 5(a)(i) will be disregarded. If the exercise periods described in Sections 4 and 5 of this Agreement or the Delayed Exercise Period (defined in Section 13(b)) begin in one taxable year and end in the subsequent tax year, to the extent required under Section 409A, any exercise of your Option shall be made in the subsequent tax year. Neither the Company nor you shall have the right to accelerate or defer the delivery of any payments under this Agreement except to the extent specifically permitted by Section 409A.

(b) If at the time your involuntary separation from service under Section 5(a)(i) of this Agreement becomes effective, you are a “specified employee” (as defined under Code Section 409A), to the extent then applicable, the exercise period for your Option under Section 5(a)(i) shall be tolled until the earlier of (i) the first business day of the first calendar month following the six-month anniversary of the date when your separation from service becomes effective, and (ii) the date of your death (Sections 13(i) and (ii) are collectively referred to as the “Delayed Period”). On the earlier of (A) the first business day of the first calendar month following the six-month anniversary of the date your separation from service under Section 5(a)(i) becomes effective, and (B) the date of your death, the exercise period shall commence and your Option shall be exercisable until the later of (I) 85 days or (II) December 27th of the calendar year in which the Delayed Period ends (the “Delayed Exercise Period”); provided that, notwithstanding the Delayed Exercise Period, the Option shall no longer be exercisable after the Expiration Date. If you die during the Delayed Period, the Delayed Exercise Period or, if earlier, prior to the Expiration Date, your legal representative or the person or persons to whom your rights shall pass by will or by the laws of descent and distribution shall have the right to exercise your vested Option until the expiration of the Delayed Exercise

Period or, if earlier, the Expiration Date. The Company must receive the Notice of Exercise before the expiration of the Delayed Exercise Period or, if earlier, by the Expiration Date, in order for your Option to be deemed exercised under this Section 13(b). Your Option shall be forfeited and no longer exercisable upon the close of business on the dates specified in the preceding sentence.

(c) In the event that you incur additional tax and/or penalties under Section 409A as a result of a violation of Section 409A under this Agreement, the Company shall reimburse you for (1) the 20% additional income tax described in Section 409A(a)(1)(B)(i)(II) of the Code (to the extent that you incur the additional 20% additional income tax as a result of such a violation), (2) any interest or penalties that are assessed, as described in Section 409A(a)(1)(B)(i)(I), and (3) any excise tax assessed by a state or local taxing authority (to the extent you incur such excise tax) due to such Section 409A violation under this Agreement (the amounts described in (c)(1), (c)(2), and (c)(3) are collectively referred to as the “Section 409A Tax”). In addition, in the event you are required to pay the Section 409A Tax, the Company shall make a payment (the “Section 409A Gross-Up Payment”) to you such that the net amount you retain, after paying any federal, state or local income tax or FICA/HI tax on the Section 409A Gross-Up Payment, shall be equal to the Section 409A Tax. The Company’s reimbursement with respect to your payment of the Section 409A Tax and the Gross-Up Payment shall be payable to you after you submit documentation acceptable to the Company that evidences that the Section 409A Tax was paid by you. You must request reimbursement for the Section 409A Tax and payment of the Gross-Up Payment no later than 60 days prior to December 31st of the calendar year following the calendar year in which you paid the Section 409A Tax. Any reimbursement and Gross-Up Payment shall be made no later than December 31st of the calendar year following the calendar year in which you pay the Section 409A Tax. You agree to notify the Company within five (5) days after receiving a notice from the IRS or other taxing authority regarding a tax assessment with respect to a violation of Section 409A under this Agreement. The Company shall have the right to contest the Section 409A Tax and you agree to reasonably cooperate with measures identified by the Company that are intended to mitigate the Section 409A Tax.

This Amendment No. 1 is hereby adopted by the undersigned with respect to each of the outstanding Stock Option Agreements issued under the Plan to the Option Holder, effective December 31, 2012.

	COVISINT CORPORATION
	/s/ Daniel S. Follis, Jr.
By:	Daniel S. Follis, Jr.
Its:	Secretary

EX-10.8

Exhibit 10.8

CONTRIBUTION AGREEMENT

by and between

COMPUWARE CORPORATION

and

COVISINT CORPORATION

January 1, 2013

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		1
1.1.	Definitions	1
1.2.	Internal References	5
ARTICLE II TRANSFER OF ASSETS		5
2.1.	Contribution and Purchase of Transferred Assets	5
2.2.	Assumption of Liabilities	6
2.3.	Closing	7
2.4.	Deliveries	7
ARTICLE III EXCHANGE		8
3.1.	Contribution	8
3.2.	Reporting	8
ARTICLE IV REPRESENTATIONS AND WARRANTIES; DISCLAIMER		8
4.1.	Disclaimer of Representations and Warranties	8
4.2.	Transferred Assets Representation	8
4.3.	Disclaimer of Liabilities	9
ARTICLE V CERTAIN AGREEMENTS AND COVENANTS OF THE PARTIES		9
5.1.	Inability to Transfer Assets	9
5.2.	Inability to Assign Liabilities	10
5.3.	Indemnification by Covisint	10
5.4.	Further Assurances	11
ARTICLE VI MISCELLANEOUS		11
6.1.	Compliance with Bulk Sales Laws	11
6.2.	Dispute Resolution	11
6.3.	Notices	11
6.4.	Entire Agreement	12
6.5.	Information	12
6.6.	Amendment	12
6.7.	Governing Law	12
6.8.	Counterparts	12
6.9.	Binding Effect; Assignment	13
6.10.	Severability	13
6.11.	Failure or Indulgence not Waiver; Remedies Cumulative	13
6.12.	Authority	13
6.13.	Specific Performance	13
6.14.	Construction	13

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6.15.	Interpretation	14
6.16.	Conflicting Agreements	14
6.17.	Third Party Beneficiaries	14
6.18.	Incorporation by Reference	14

Exhibits
Exhibit A	Form of Bill of Sale and Assignment and Assumption Agreement
Exhibit B	Form of Copyright Assignment
Exhibit C	Form of Domain Name Assignment
Exhibit D	Form of Patent Assignment
Exhibit E	Form of Trademark Assignment
Schedules
Schedule 2.1(a)(i)	Assigned Contracts
Schedule 2.1(a)(ii)	Transferred Intellectual Property
Schedule 2.1(a)(iv)	Hardware and Equipment
Schedule 2.1(b)(ii)	Excluded Assets

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CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT, effective as of January 1, 2013 (the “Effective Date”), by and between Compuware Corporation, a Michigan corporation (“Compuware”), and Covisint Corporation, a Michigan corporation (“Covisint”). Compuware and Covisint are sometimes referred to herein separately as a “Party” and together as the “Parties”.

RECITALS:

WHEREAS, Compuware is the beneficial owner of all of the issued and outstanding common stock of Covisint;

WHEREAS, Compuware formed Covisint for the purpose of carrying out the Covisint Business (as defined below) as currently conducted by Compuware;

WHEREAS, Compuware desires to transfer to Covisint certain assets, technology, contractual rights and obligations and intellectual property rights relating to or used in the conduct of the Covisint Business, and Covisint desires to obtain such assets, technology, contractual rights and obligations and intellectual property rights;

WHEREAS, the Parties intend for the transactions contemplated by this Agreement to constitute a contribution to capital of Covisint to which the provisions of Section 351 of the Code (as defined below) apply;

WHEREAS, the Parties currently contemplate that Covisint will make an initial public offering (“IPO”) of its proposed Class A common stock pursuant to a Registration Statement on Form S-1 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended;

WHEREAS, Compuware and Covisint intend to enter into a Master Separation Agreement as of the date hereof (the “Master Separation Agreement”) to help delineate and define the relationship between Compuware and Covisint after the Effective Time (as defined below) including setting forth certain rights and obligations of Compuware and Covisint following the Effective Time and addressing certain matters relating to the IPO.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, for themselves and their respective successors and assigns, hereby covenant and agree as follows:

ARTICLE I

DEFINITIONS

1.1. Definitions. As used in this Agreement, the following terms have the following meanings, applicable both to the singular and the plural forms of the terms described. All capitalized terms not otherwise defined herein shall have the meaning set forth in the Master Separation Agreement.

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“Action” means any demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal, other than any demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation relating to taxes.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person of which such Person is deemed an Affiliate.

“Agreement” means this Contribution Agreement by and between Compuware and Covisint, together with the schedules and exhibits hereto, as the same may be amended and supplemented from time to time in accordance with the provisions hereof.

“Assigned Contracts” means the Contracts listed on Schedule 2.1(a)(i) hereto.

“Assumed Liabilities” has the meaning set forth in Section 2.2(a) hereof.

“Closing” has the meaning set forth in Section 2.3 hereof.

“Code” means the Internal Revenue Code of 1986 (or any successor statute), as amended from time to time, and the regulations promulgated thereunder.

“Compuware” has the meaning set forth in the preamble to this Agreement.

“Compuware Entities” means Compuware and its Subsidiaries (other than Covisint), and “Compuware Entity” means any one of the Compuware Entities in place on the Effective Time and any entity which becomes a Subsidiary of Compuware thereafter.

“Compuware Indemnified Persons” has the meaning set forth in Section 5.3(a) of this Agreement.

“Compuware Plan” means any plan, policy, program, on-going arrangement, contract, trust, insurance policy or other agreement or funding vehicle, to the extent amended from time to time, other than a Covisint Plan, for which the eligible classes of participants include employees or former employees of Compuware or a Compuware Entity.

“Contracts” means any contract, agreement, lease, license, sales order, purchase order, instrument or other commitment that is binding on any Person or any part of such Person’s property under applicable law.

“Control” (and, with correlative meanings, the terms “controlled by” and “under common control with”) means the possession of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting stock, by contract or otherwise. In the case of a corporation, “control” shall mean, among other things, the direct or indirect ownership of more than fifty percent (50%) of a Person’s outstanding voting stock. For the purposes of this Agreement, neither Party hereto shall be considered an Affiliate of the other Party hereto.

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“Covisint” has the meaning set forth in the preamble to this Agreement.

“Covisint Business” means the business presently conducted by Covisint as of the Effective Time or, following the IPO Date, such business that is then conducted by Covisint and described in the Registration Statement or its periodic filings with the Commission.

“Covisint Employee” has the meaning set forth in the Employee Benefits Agreement.

“Covisint Entities” means Covisint Corporation and its Subsidiaries, from time to time, and “Covisint Entity” means any one of the Covisint Entities.

“Covisint Plan” means any plan, policy, program, on-going arrangement, contract, trust, insurance policy or other agreement or funding vehicle, as amended from time to time, that is sponsored by Covisint and for which the eligible classes of employee participants are limited to employees or former employees of Covisint or a Covisint Entity, and excluding any Compuware Plan.

“Effective Time” means 11:59 p.m. Eastern Standard Time on the Effective Date.

“Employee Benefits Agreement” means the Employee Benefits Agreement between the Parties of even date herewith.

“Excluded Assets” has the meaning set forth in Section 2.1(b) hereof.

“Former Covisint Employee” has the meaning set forth in the Employee Benefits Agreement.

“Governmental Authority” means any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

“Intellectual Property” means any of the following and similar intangible property and related proprietary rights, interests and protections, however arising, pursuant to the Laws of any jurisdiction throughout the world: (a) trademarks, service marks, trade names, brand names, logos, trade dress and other proprietary indicia of goods and services, whether registered or unregistered, and all registrations and applications for registration of such trademarks, including intent-to-use applications, all issuances, extensions and renewals of such registrations and applications and the goodwill connected with the use of and symbolized by any of the foregoing; (b) internet domain names, whether or not trademarks, registered in any top-level domain by any authorized private registrar or Governmental Authority; (c) original works of authorship in any medium of expression, whether or not published, all copyrights (whether registered or unregistered), all registrations and applications for registration of such copyrights, and all issuances, extensions and renewals of such registrations and applications; (d) confidential information, formulas, designs, devices, technology, know-how, research and development, inventions, methods, processes, compositions and other trade secrets, whether or not patentable; (e) patented and patentable designs and inventions, all design, plant and utility patents, letters patent, utility models, pending patent applications and provisional applications and all issuances, divisions, continuations, continuations-in-part, reissues, extensions, reexaminations and renewals

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of such patents and applications; and (f) all rights to sue and recover and retain damages, costs and attorneys’ fees for past, present and future infringement and any other rights relating to any of the foregoing that are discovered, invented or developed before the Effective Time.

“IPO” has the meaning set forth in the preamble to this Agreement.

“IPO Date” means the date on which the IPO is consummated.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Loss” and “Losses” mean any and all damages, losses, deficiencies, liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses (including, without limitation, the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder), including direct, consequential and punitive damages.

“Master Separation Agreement” has the meaning set forth in the preamble to this Agreement.

“Party” or “Parties” has the meaning set forth in the preamble to this Agreement.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“Shares” has the meaning set forth in Section 3.1 hereof.

“Subsidiary” of any Person means a corporation, limited liability company, joint venture, partnership, trust, association or other entity in which such Person: (1) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (A) the total combined voting power of all classes of voting securities of such entity, (B) the total combined equity interests, or (C) the capital or profits interest, in the case of a partnership; or (2) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body. In the case of Covisint, “Subsidiary” means any Subsidiary existing as of the Effective Date or that may be formed or acquired subsequent to the Effective Date, so long as, in either case, such entity remains a Subsidiary of Covisint.

“Third Party” means any Person other than Compuware or Covisint and their respective Affiliates.

“Third Party Claim” has the meaning set forth in Section 5.3(b) hereof.

“Transfer Impediment” has the meaning set forth in Section 5.1(a) hereof.

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“Transferred Assets” has the meaning set forth in Section 2.1(a) hereof.

“Transferred Intellectual Property” means the Intellectual Property identified on Schedule 2.1(a)(ii)(A) and the Intellectual Property that is owned by and/or used exclusively by Compuware in its conduct of the Covisint Business at the Effective Date, including the Intellectual Property Registrations set forth on Schedule 2.1(a)(ii)(B) and, in each case, any remedies against any and all past, present and future infringements thereof and rights to protections of interest therein.

1.2. Internal References. Unless the context indicates otherwise, references to Articles, Sections and paragraphs shall refer to the corresponding articles, sections and paragraphs in this Agreement, and references to the Parties shall mean the Parties to this Agreement.

ARTICLE II

TRANSFER OF ASSETS

2.1. Contribution of Transferred Assets.

(a) Compuware hereby contributes, transfers, assigns, conveys, and delivers to Covisint and its successors and assigns, for its and their own use and behalf, all of Compuware’s right, title, and interest in and to the following assets and all goodwill associated therewith, other than the Excluded Assets (the “Transferred Assets”), and Covisint hereby accepts the contribution, transfer, assignment, conveyance and delivery of the Transferred Assets and agrees to fully and entirely stand in the place of Compuware in all matters related thereto:

(i) the Assigned Contracts listed on Schedule 2.1(a)(i) of this Agreement;

(ii) the Transferred Intellectual Property listed on Schedule 2.1(a)(ii)(A) and Schedule 2.1(a)(ii)(B) of this Agreement;

(iii) all (A) accounting and other books and records, (B) correspondence, (C) reports, and (D) documents and other business records and files, in each case to the extent related exclusively to the Covisint Business at the Effective Time;

(iv) the hardware and equipment listed on Schedule 2.1(a)(iv) of this Agreement;

(v) all assets associated with the liabilities and obligations assumed by Covisint under the Compuware Corporation Amended and Restated 2007 Long-Term Incentive Plan as more fully described in the Employee Benefits Agreement;

(vi) all other assets of the Covisint Business operated by Compuware immediately prior to the Effective Date, as reflected on the balance sheet of the Covisint Business as of December 31, 2012; and

(vii) all goodwill associated with any of the assets described in the foregoing clauses.

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For purposes of clarity, the Transferred Assets only include such assets as are owned by Compuware and do not include any assets that are owned by any Compuware Entity that is organized in a foreign jurisdiction.

(b) Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following properties, assets and rights of Compuware (collectively, the “Excluded Assets”) are excluded from the Transferred Assets:

(i) the names and marks “Compuware” and any variants and derivations thereof;

(ii) all items listed in Schedule 2.1(b)(ii) of this Agreement;

(iii) Compuware’s rights under this Agreement; and

(iv) Compuware’s rights under any Contracts not included in the Assumed Liabilities.

(c) Transfer of Employees. As of the Effective Time, Compuware shall hereby transfer to Covisint, and Covisint shall hereby accept, the employment of the Transferred Employees. For the avoidance of doubt, the transfer of employment of the Transferred Employees shall not constitute a termination of employment for purposes of any compensation or benefit plan, program, policy, agreement or other arrangement (except if required under local law) and, after the Effective Time, subject to the terms of any agreement between any Transferred Employee, on the one hand, and Covisint and its Subsidiaries, on the other hand, the employment of any such Transferred Employees shall be at-will and terminable at any time for any or no reason whatsoever.

2.2. Assumption of Liabilities.

(a) At the Effective Time, Covisint shall assume and agree to discharge and be responsible for all of the liabilities and obligations, known and unknown, whether absolute or contingent, to the extent (but only to the extent) that such liabilities and obligations relate to the Transferred Assets or the Covisint Business (the “Assumed Liabilities”), including without limitation: (i) all of Compuware’s payment, performance and other obligations under the Assigned Contracts, whether arising prior to, on or after the Effective Time; and (ii) all other liabilities relating to the Transferred Assets, whether incurred prior to, on or after the Effective Time. Notwithstanding the foregoing, Covisint shall assume and agree to discharge and be responsible for all of the liabilities and obligations relating to the Covisint Employees, Former Covisint Employees, Compuware Plans, and the Covisint Plans as specifically set forth in the Employee Benefits Agreement. For purposes of clarity, the Assumed Liabilities only include such liabilities and obligations that relate to the Transferred Assets or the Covisint Business that are liabilities or obligations of Compuware and do not include any liabilities or obligations of any Compuware Entity that is organized in a foreign jurisdiction.

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(b) Except as provided under this Section 2.2, Covisint shall not assume or agree to perform, pay or discharge, or have any liability for, and Compuware shall remain unconditionally liable for and shall discharge, any obligations, liabilities and commitments of Compuware, of any kind or nature, known or unknown, fixed or contingent (the “Excluded Liabilities”).

(c) The assumption of the liabilities by Covisint under this Section 2.2 shall not enlarge any rights of Third Parties under Contracts with Covisint or Compuware.

2.3. Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place at the offices of Compuware, One Campus Martius, Detroit, Michigan, on the date hereof at 10:00 a.m. local time, or at such other place as Compuware and Covisint agree in writing. The Closing shall be effective as of the Effective Time.

2.4. Deliveries.

(a) At the Closing, Compuware shall deliver or cause to be delivered to Covisint all of the Transferred Assets, and in furtherance thereof:

(i) Compuware shall deliver or cause to be delivered to Covisint all of the Assigned Contracts with such assignments thereof and consents to assignments as are necessary to transfer to Covisint Compuware’s full right, title and interest in the same;

(ii) Compuware shall execute and deliver to Covisint a bill of sale and assignment and assumption agreement in substantially the form attached hereto as Exhibit A (the “Bill of Sale and Assignment and Assumption Agreement”) transferring the tangible personal property included in the Transferred Assets to Covisint and effecting the assignment to and assumption by Covisint of the Transferred Assets and the Assumed Liabilities;

(iii) Compuware shall execute and deliver to Covisint a Copyright Assignment in substantially the form attached hereto as Exhibit B (the “Copyright Assignment”) transferring all of Compuware’s right, title and interest in and to the copyrights included in the Transferred Intellectual Property to Covisint;

(iv) Compuware shall execute and deliver to Covisint a Domain Name Assignment in substantially the form attached hereto as Exhibit C (the “Domain Name Assignment”) transferring all of Compuware’s right, title and interest in and to the domain names included in the Transferred Intellectual Property to Covisint;

(v) Compuware shall execute and deliver to Covisint a Patent Assignment in substantially the form attached hereto as Exhibit D (the “Patent Assignment”) transferring all of Compuware’s right, title and interest in and to the patents included in the Transferred Intellectual Property to Covisint; and

(vi) Compuware shall execute and deliver to Covisint a Trademark Assignment in substantially the form attached hereto as Exhibit E (the “Trademark Assignment”) transferring all of Compuware’s right, title and interest in and to the trademarks included in the Transferred Intellectual Property to Covisint.

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(b) At the Closing, Covisint shall deliver or cause to be delivered to Compuware the Bill of Sale and Assignment and Assumption Agreement.

ARTICLE III

EXCHANGE

3.1. Contribution. Compuware is the owner of one hundred percent (100%) of the issued and outstanding shares of the common stock of Covisint (the “Shares”) and, following the contribution, transfer and rights granted to Covisint and the assumption of the Assumed Liabilities by Covisint hereunder, Compuware shall continue to own one hundred (100%) percent of the issued and outstanding shares of Covisint as of the Effective Time.

3.2. Reporting. The Parties intend that the consummation of the transactions contemplated by this Agreement will constitute a contribution to capital of Covisint to which the provisions of Section 351(a) of the Code apply, and each of the Parties agrees to report the consummation of such transactions as such for federal, state and local income tax purposes. Each of Compuware and Covisint shall duly and timely file their respective tax returns for their taxable year in which the transactions contemplated by this Agreement are consummated containing the information required under Treasury Regulation Section 1.351-3. The Parties shall cooperate with each other in a timely manner providing the information necessary for the filing of such information.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES; DISCLAIMER

4.1. Disclaimer of Representations and Warranties. Compuware does not, in this Agreement or any other agreement, instrument or document contemplated by this Agreement, make any representation as to, warranty of or covenant with respect to:

(a) the value of any asset or thing of value transferred, or to be transferred, to Covisint;

(b) the absence of defenses or freedom from counterclaims with respect to any claim transferred, or to be transferred, to Covisint hereunder; provided, however, that neither Compuware nor its Subsidiaries have any counterclaims with respect to any claim transferred, or to be transferred, to Covisint; or

(c) the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset or thing of value upon its execution, delivery and filing.

4.2. Transferred Assets Representation. The Transferred Assets include all of the material assets (whether tangible or intangible) used in the operation of the Covisint Business, other than those assets which shall continue to be owned by Compuware and which shall be part of the services and/or software to be provided to Covisint by Compuware pursuant to the Shared Services Agreement and the Intellectual Property Agreement (as such terms are defined in the

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Master Separation Agreement). The Transferred Assets, together with the rights provided under the Shared Services Agreement and the Intellectual Property Agreement, shall enable Covisint to operate the Covisint Business after the Closing in substantially the same manner as operated prior to such transfer. The transfer of the Transferred Assets will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any of the Transferred Assets, or any agreement or instrument to which any Covisint Entity is a party or by any Covisint Entity is bound or to which any of the Transferred Assets are subject, except where such breach, violation, default or imposition would not, individually or in the aggregate, result in a material adverse effect on the financial condition, results of operations, business or properties of the Covisint Entities taken as a whole.

4.3. Disclaimer of Liabilities. All assets and liabilities transferred or assigned, or to be transferred or assigned, to Covisint hereunder have been, or shall be, as the case may be, transferred on an “AS IS, WHERE IS, WITH ALL FAULTS” basis WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OTHER THAN AS EXPLICITLY SET FORTH HEREIN, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF INCOME POTENTIAL, USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, and Compuware disclaims and renounces, and Covisint expressly acknowledges and agrees to the disclaimer and renunciation of, any such representations or warranties. In addition, Covisint specifically acknowledges that it is not relying on any representations or warranties of any kind whatsoever, express or implied, from Compuware in connection with the transactions contemplated under this Agreement.

ARTICLE V

CERTAIN AGREEMENTS AND COVENANTS OF THE PARTIES

5.1. Inability to Transfer Assets.

(a) If and to the extent that the transfer to Covisint of any Transferred Asset from Compuware would be a violation of applicable laws or agreements or require any consent or governmental approval in connection with the transactions contemplated hereby that has not been obtained by the Effective Time (a “Transfer Impediment”), then, unless the Parties shall otherwise determine, the transfer or assignment to Covisint of such Transferred Asset shall be automatically deemed deferred and any such purported transfer shall be null and void until such time as all relevant Transfer Impediments are removed or obtained, as applicable, and Compuware shall not be obligated to transfer such asset except as provided in Section 5.1(b) below. Notwithstanding the foregoing, such asset shall still be considered a Transferred Asset for purposes of determining whether any Liability is an Assumed Liability, including, without limitation, for purposes of Section 5.3 below.

(b) If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Effective Time, whether as a result of the provisions of Section 5.1(a) or for any other reason, then Compuware shall hold such asset for the use and benefit, insofar as reasonably possible and not in violation of a Transfer Impediment, of Covisint (at the expense of Covisint) and shall take such other actions as may be reasonably requested by Covisint in order to place Covisint, insofar as reasonably possible and

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not in violation of a Transfer Impediment, in the same position as if such asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Effective Time to Covisint. If and when a Transfer Impediment which caused the deferral of a transfer of any asset pursuant to Section 5.1(a) is removed or obtained, as applicable, the transfer of the applicable asset shall be effected in accordance with the terms of this Agreement. The Parties shall cooperate and use reasonable efforts, without the requirement to make any payment or make a material concession, to remove or obtain, as applicable, any Transfer Impediment which prohibits the transfer or assignment of assets hereunder.

5.2. Inability to Assign Liabilities. If the assignment of an Assumed Liability to Covisint hereunder is prohibited by a Transfer Impediment, Compuware shall continue to be bound by the relevant obligations and, unless not permitted by law or the terms of the relevant obligation, Covisint shall, as agent or subcontractor for Compuware, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other liabilities of Compuware thereunder. Compuware shall, without further consideration, pay and remit, or cause to be paid or remitted, to Covisint promptly all money, rights and other consideration received by it in respect of such performance (unless any such consideration is an Excluded Asset). If and when such Transfer Impediment is removed or obtained, as applicable, or such obligations shall otherwise become assignable, the transfer of the applicable liability shall be effected in accordance with the terms of this Agreement. The Parties shall cooperate and use reasonable efforts, without the requirement to make any payment or make a material concession, to remove or obtain, as applicable, any Transfer Impediment, which prohibits the assignment of any Assumed Liability hereunder.

5.3. Indemnification by Covisint.

(a) Covisint shall indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless Compuware, and each Compuware Entity, together with each of their respective directors, officers and employees (collectively, the “Compuware Indemnified Persons”) from and against, and shall reimburse such Compuware Indemnified Person with respect to, any and all Losses that any Third Party seeks to impose upon the Compuware Indemnified Persons, or which are imposed upon the Compuware Indemnified Persons and that relate to, arise or result from: (i) any failure of Covisint to discharge any Assumed Liabilities; or (ii) any breach by Covisint of its obligations under this Section 5.3.

(b) If any Third Party notifies a Compuware Indemnified Person with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnity against Covisint under Section 5.3(a), then the Compuware Indemnified Person will promptly give written notice to Covisint; provided, however, that no delay on the part of the Compuware Indemnified Person in notifying Covisint will relieve Covisint from any obligation under this Section 5.3 except to the extent such delay prejudices Covisint. Covisint will be entitled to control the defense of any Third Party Claim. In addition, Covisint will have the right to participate in the defense of any Third Party Claim for which it does not assume control. A Compuware Indemnified Person may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim for which Covisint has assumed control. If

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Covisint does not elect to control the defense of a Third Party Claim, the Compuware Indemnified Person will control the defense of the Third Party Claim. A Compuware Indemnified Person will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Covisint (which consent will not be unreasonably withheld, conditioned or delayed).

(c) The indemnification provisions of this Section 5.3 shall be the sole and exclusive remedy for all Compuware Indemnified Persons following the Effective Date with respect to any matter arising out of the transactions contemplated hereby.

5.4. Further Assurances. Each of Compuware and Covisint agrees to duly execute and deliver, or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including, without limitation, the execution of such additional assignments, agreements, documents and instruments, that may be necessary or as the other Party hereto may at any time and from time to time reasonably request in connection with this Agreement or to carry out more effectively the provisions and purposes of, or to better assure and confirm unto such other Party its rights and remedies under, this Agreement.

ARTICLE VI

MISCELLANEOUS

6.1. Compliance with Bulk Sales Laws. The Parties hereby waive compliance with the bulk sales law and any other similar laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement, including, without limitation, any applicable state tax law (other than applicable state unemployment tax laws) that may require notification of state taxing authorities and related actions in respect of bulk sales of assets outside of the ordinary course of business.

6.2. Dispute Resolution. The provisions of Section 5.12 of the Master Separation Agreement are hereby incorporated by reference as if set forth in their entirety herein.

6.3. Notices. Notices, offers, requests or other communications required or permitted to be given by either Party pursuant to the terms of this Agreement shall be given in writing to the respective Parties to the following addresses:

If to Compuware or a Compuware Entity:

Compuware Corporation

One Campus Martius

Detroit, MI 48226

Attention: Office of the General Counsel

Facsimile: (313) 227-7690

E-mail: Dan.Follis@compuware.com

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If to Covisint or a Covisint Entity:

Covisint Corporation

One Campus Martius

Detroit, MI 48226

Attention: Office of the Chief Financial Officer

Facsimile: (313) 227-6435

E-mail: Jim.Prowse@compuware.com

or to such other address or facsimile number as the Party to whom notice is given may have previously furnished to the other in writing as provided herein. Any notice involving non-performance, termination, or renewal shall be sent by hand delivery, recognized overnight courier or, within the United States, may also be sent via certified mail, return receipt requested. All other notices may also be sent by facsimile or email, confirmed by first class mail. All notices shall be deemed to have been given when received, if hand delivered; when transmitted, if transmitted by facsimile, email or similar electronic transmission method; one working day after it is sent, if sent by recognized overnight courier; and three days after it is postmarked, if mailed first class mail or certified mail, return receipt requested, with postage prepaid.

6.4. Entire Agreement. This Agreement, any exhibits or schedules attached hereto, and the Employee Benefits Agreement, constitute the entire agreement of the Parties with respect to the subject matter hereof and thereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof and thereof.

6.5. Information. Subject to applicable law and privileges, each Party hereto covenants with and agrees to provide to the other Party all information regarding itself and transactions under this Agreement that the other Party reasonably believes is required to comply with all applicable foreign, United States federal, state, county and local laws, ordinances, regulations and codes, including, but not limited to, securities laws and regulations.

6.6. Amendment. This Agreement and any schedule may be amended at any time after such date by mutual written consent of Compuware and Covisint evidenced by an instrument in writing signed on behalf of each of the Parties.

6.7. Governing Law. This Agreement, including the validity hereof and the rights and obligations of the Parties hereunder, shall be construed in accordance with and shall be governed by the laws of the State of Michigan applicable to contracts made and to be performed entirely in such State (without giving effect to the conflicts of laws provisions thereof).

6.8. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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6.9. Binding Effect; Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective legal representatives and successors, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement. Neither Party may assign this Agreement or any rights or obligations hereunder, without the prior written consent of the other Party, and any such assignment shall be void; provided, however, either Party may assign this Agreement to a successor entity formed solely in connection with such Party’s reincorporation in another jurisdiction or into another business form.

6.10. Severability. If any term or other provision of this Agreement or the schedules or exhibits attached hereto is determined by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible.

6.11. Failure or Indulgence not Waiver; Remedies Cumulative. No failure or delay on the part of either Party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement or the schedules or any exhibits attached hereto are cumulative to, and not exclusive of, any rights or remedies otherwise available.

6.12. Authority. Each of the Parties represents to the other Party that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

6.13. Specific Performance. The Parties hereto agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, without the necessity of proving irreparable damage or posting a bond, in addition to any other remedy at law or equity.

6.14. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.

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6.15. Interpretation. The headings contained in this Agreement, in any exhibit or schedule hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When a reference is made in this Agreement to an Article or a Section, exhibit or schedule, such reference shall be to an Article or Section of, or an exhibit or schedule to, this Agreement unless otherwise indicated.

6.16. Conflicting Agreements. In the event of conflict between this Agreement and any other agreement executed on or prior to the Effective Time in connection with the subject matter hereof, the provisions of this Agreement shall prevail.

6.17. Third Party Beneficiaries. None of the provisions of this Agreement shall be for the benefit of or enforceable by any Third Party, including any creditor of any Person. No such Third Party shall obtain any right under any provision of this Agreement or shall by reasons of any such provision make any claim in respect of any liability (or otherwise) against either Party hereto.

6.18. Incorporation by Reference. All schedules to this Agreement are incorporated herein by reference and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any schedule but not otherwise defined therein shall have the meaning as defined in this Agreement.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their duly authorized representatives as of the date first set forth above.

COMPUWARE CORPORATION
By:	/s/ Daniel S. Follis, Jr.
Name:	Daniel S. Follis, Jr.
Title:	Senior Vice President, General Counsel
	& Secretary
COVISINT CORPORATION
By:	/s/ David A. McGuffie
Name:	David A. McGuffie
Title:	President and Chief Executive Officer

[Signature Page to Contribution Agreement]

EXHIBIT A

FORM OF BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT

(To Be Attached)

Exhibit A-1

BILL OF SALE

and

ASSIGNMENT AND ASSUMPTION AGREEMENT

This BILL OF SALE and ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of January 1, 2013, is made by and between Compuware Corporation, a Michigan corporation (“Compuware”) and Covisint Corporation, a Michigan corporation (“Covisint”).

RECITALS:

A. Compuware and Covisint are parties to that certain Contribution Agreement dated as of even date herewith (the “Contribution Agreement”), pursuant to which Compuware transferred to Covisint certain assets, technology, contractual rights and obligations and intellectual property rights relating to or used in the conduct of Covisint’s business as a contribution to capital pursuant to Section 351 of the Code (as defined in the Contribution Agreement).

B. Pursuant to the terms of the Contribution Agreement, Compuware desires to convey, transfer, assign and deliver to Covisint, and Covisint desires to accept from Compuware, all of the tangible personal property contained in the Transferred Assets and all of Compuware’s rights, title and interest in, to or under the Assigned Contracts and Assumed Liabilities.

C. The Contribution Agreement contemplates execution of this Agreement.

NOW THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, and in accordance with and subject to the terms of the Contribution Agreement, Compuware and Covisint hereby agree as follows:

1. Defined Terms. All capitalized terms used and not otherwise defined herein have the meanings set forth in the Contribution Agreement.

2. Bill of Sale; Assignment and Assumption.

(a) Compuware does hereby sell, convey, assign, transfer and deliver unto Covisint and its successors and assigns, forever, all of Compuware’s right, title and interest in, to and under the Transferred Assets.

(b) Compuware hereby constitutes and appoints Covisint and its successors and assigns as its true and lawful attorneys in fact in connection with the transactions contemplated by this instrument, with full power of substitution, in the name and stead of Compuware but on behalf of and for the benefit of Covisint and its successors and assigns, to demand and receive any and all of the Transferred Assets hereby sold, conveyed, assigned and transferred or intended so to be, and to give receipt and releases for and in respect of the same and any part thereof, and from time to time to institute and prosecute, in the name of Compuware

or otherwise, for the benefit of Covisint or its successors and assigns, proceedings at law, in equity or otherwise, which Covisint or its successors or assigns reasonably deem proper in order to collect or reduce to possession or endorse any of the Transferred Assets and to do all acts and things in relation to the Transferred Assets which Covisint or its successors or assigns reasonably deem desirable.

(c) Compuware hereby conveys, transfers and assigns to Covisint all of Compuware’s right, title and interest in and to, and its obligations under, the Assigned Contracts and Assumed Liabilities to the extent provided in the Contribution Agreement.

(d) Covisint hereby accepts the foregoing assignment and covenants and agrees that, on and after the date hereof, Covisint will assume, observe, perform, fulfill and be bound by all terms, covenants, conditions and obligations of the Assigned Contracts and Assumed Liabilities from and after the date hereof to the extent provided in the Contribution Agreement.

3. General.

(a) Nothing in this Agreement, express or implied, is intended or will be construed to expand or defeat, impair or limit in any way the rights, obligations, claims or remedies of the Parties as set forth in the Contribution Agreement. To the extent that any term or provision of this Agreement is deemed to be inconsistent with the terms of the Contribution Agreement, the terms of the Contribution Agreement shall control.

(b) Nothing in this Agreement, express or implied, is intended or will be construed to confer upon, or give to, any Person, other than Covisint and Compuware, any rights, remedies, obligations or liabilities.

(c) This Agreement inures to the benefit of and is binding upon Covisint and Compuware and their respective successors and assigns.

(d) This Agreement shall be governed by and construed in accordance with the laws (other than the conflict of law rules) of the State of Michigan.

(e) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

(f) A signature to this Agreement delivered by telecopy or other electronic means will be deemed valid.

[SIGNATURE PAGE FOLLOWS]

2

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed and delivered by its duly authorized representative as of the date first written above.

COMPUWARE CORPORATION
By:
Name:	Daniel S. Follis, Jr.
Title:	Senior Vice President, General Counsel & Secretary
COVISINT CORPORATION
By:
Name:	David A. McGuffie
Title:	President and Chief Executive Officer

[Signature Page to Bill of Sale and

Assignment and Assumption Agreement]

EXHIBIT B

FORM OF COPYRIGHT ASSIGNMENT

(To Be Attached)

Exhibit B-1

COPYRIGHT ASSIGNMENT AGREEMENT

This COPYRIGHT ASSIGNMENT AGREEMENT (“Copyright Assignment”), dated as of January 1, 2013, is made by Compuware Corporation, a Michigan corporation (“Compuware”), in favor of Covisint Corporation, a Michigan corporation (“Covisint”).

RECITALS:

A. Compuware and Covisint are parties to that certain Contribution Agreement dated as of even date herewith (the “Contribution Agreement”), pursuant to which Compuware transferred to Covisint certain assets, technology, contractual rights and obligations and intellectual property rights relating to or used in the conduct of Covisint’s business as a contribution to capital pursuant to Section 351 of the Code (as defined in the Contribution Agreement).

B. Pursuant to the terms of the Contribution Agreement, Compuware has conveyed, transferred and assigned to Covisint, among other assets, certain intellectual property of Compuware, and has agreed to execute and deliver this Copyright Assignment, for recording with governmental authorities including, but not limited to, the US Copyright Office.

C. The Contribution Agreement contemplates execution of this Copyright Assignment.

NOW THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, and in accordance with and subject to the terms of the Contribution Agreement, Compuware and Covisint hereby agree as follows:

1. Defined Terms. All capitalized terms used and not otherwise defined herein have the meanings set forth in the Contribution Agreement.

2. Assignment. Compuware hereby irrevocably conveys, transfers and assigns to Covisint, and Covisint hereby accepts, all of Compuware’s right, title and interest in and to the following (the “Assigned Copyrights”):

(a) the copyright registrations, applications for registration and exclusive copyright licenses set forth in Schedule 1 hereto and all issuances, extensions and renewals thereof;

(b) all rights of any kind whatsoever of Compuware accruing under any of the foregoing provided by applicable law of any jurisdiction, by international treaties and conventions and otherwise throughout the world;

(c) any and all royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and

(d) any and all claims and causes of action, with respect to any of the foregoing, whether accruing before, on and/or after the date hereof, including all rights to and claims for damages, restitution and injunctive and other legal and equitable relief for past, present and future infringement, misappropriation, violation, misuse, breach or default, with the right but no obligation to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages.

3. Recordation and Further Actions. Compuware authorizes the Register of Copyrights and any other governmental officials to record and register this Copyright Assignment upon request by Covisint. Compuware shall take such steps and actions following the date hereof, including the execution of any documents, files, registrations, or other similar items, to ensure that the Assigned Copyrights are properly assigned to Covisint, or any assignee or successor thereto.

4. General.

(a) Nothing in this Copyright Assignment, express or implied, is intended or will be construed to expand or defeat, impair or limit in any way the rights, obligations, claims or remedies of the Parties as set forth in the Contribution Agreement.

(b) Nothing in this Copyright Assignment, express or implied, is intended or will be construed to confer upon, or give to, any Person, other than Covisint and Compuware, any rights, remedies, obligations or liabilities.

(c) This Copyright Assignment inures to the benefit of and is binding upon Covisint and Compuware and their respective successors and assigns.

(d) This Copyright Assignment shall be governed by and construed in accordance with the laws (other than the conflict of law rules) of the State of Michigan.

(e) This Copyright Assignment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Compuware and Covisint also agree that multiple copies of this Copyright Assignment may be executed, each of which shall be deemed an original, and each of which shall be valid and binding upon Compuware and Covisint.

(f) A signature to this Copyright Assignment delivered by telecopy or other electronic means will be deemed valid.

[SIGNATURE PAGE FOLLOWS]

2

IN WITNESS WHEREOF, Compuware has duly executed and delivered this Copyright Assignment as of the date first above written.

COMPUWARE CORPORATION
By
Name:	Daniel S. Follis, Jr.
Title:	Senior Vice President, General Counsel & Secretary

State of Michigan)

County of                     ) ss.

On this      day of         , 20     before me                              (name of notary), the undersigned notary public, personally appeared                             , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of Michigan that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

(Official signature of Notary)

(NOTARY SEAL) My Commission Expires

[Signature Page to Copyright Assignment Agreement]

AGREED AND ACCEPTED:

COVISINT CORPORATION
By:
Name:	David A. McGuffie
Title:	President and Chief Executive Officer

State of Michigan)

County of                     ) ss.

On this      day of         , 20     before me                              (name of notary), the undersigned notary public, personally appeared                             , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of Michigan that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

(Official signature of Notary)

(NOTARY SEAL) My Commission Expires

[Signature Page to Copyright Assignment Agreement]

SCHEDULE 1

ASSIGNED COPYRIGHT REGISTRATIONS AND APPLICATIONS

1. Covisint Gateway, Registration Number Txu-1-585-332; certified September 27, 2007; copyright claimant, Compuware Corporation.

2. Supplier Connection EU, Registration Number Txu 1-274-871, certified December 22, 2005; copyright claimant, Compuware Corporation.

3. Supplier Connection Global, Registration Number Txu 1-272-986; certified December 22, 2005; copyright claimant, Compuware Corporation.

Schedule 1-1

EXHIBIT C

FORM OF DOMAIN NAME ASSIGNMENT

(To Be Attached)

Exhibit C-1

EXHIBIT C

DOMAIN NAME ASSIGNMENT

This DOMAIN NAME ASSIGNMENT (this “Agreement”), dated as of January 1, 2013, is made by Compuware Corporation, a Michigan corporation (“Compuware”), in favor of Covisint Corporation, a Michigan corporation (“Covisint”).

RECITALS:

A. Compuware and Covisint are parties to that certain Contribution Agreement dated as of even date herewith (the “Contribution Agreement”), pursuant to which Compuware transferred to Covisint certain assets, technology, contractual rights and obligations and intellectual property rights relating to or used in the conduct of Covisint’s business as a contribution to capital pursuant to Section 351 of the Code (as defined in the Contribution Agreement).

B. Pursuant to the terms of the Contribution Agreement, Compuware has conveyed, transferred and assigned to Covisint, among other assets, certain intellectual property of Compuware including the domain name registrations listed in the attached Exhibit A (the “Domain Names”), and has agreed to execute and deliver this Agreement.

C. The Contribution Agreement contemplates execution of this Agreement.

NOW THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, and in accordance with and subject to the terms of the Contribution Agreement, Compuware and Covisint hereby agree as follows:

1. Defined Terms. All capitalized terms used and not otherwise defined herein have the meanings set forth in the Contribution Agreement.

2. Assignment. Compuware, on its own behalf and on behalf of all its predecessors in interest, hereby irrevocably and unconditionally conveys, transfers, and assigns to Covisint (a) all of Compuware’s right, title, and interest throughout the world in and to the Domain Names; and (b) throughout the world, all rights to income, royalties, and license fees deriving from the Domain Names, all causes of actions, claims, and rights to damages or profits, arising by reason of past, present and future infringements of the Domain Names or injury to the goodwill associated with the Domain Names and the right to sue for and collect such damages.

3. Assistance. Compuware shall execute and deliver to Covisint all such assignments, instruments of transfer, deeds, assurances, consents, and other documents as shall be deemed necessary or desirable by Covisint in its reasonable discretion to effectively transfer to Covisint all right, title and interest in, to and under or in respect of, the Domain Names, including, without limitation any domain names that by their nature should have been included within the Contribution Agreement and this Agreement and were for any reason overlooked or missed by the parties. Compuware shall cooperate with Covisint’s efforts to effect such registrations, recordals and filings with all agencies and authorities as may be reasonably required by Covisint in connection with the transfer of ownership and the recording of title to Covisint of the Domain Names.

4. General.

(a) Nothing in this Agreement, express or implied, is intended or will be construed to expand or defeat, impair or limit in any way the rights, obligations, claims or remedies of the Parties as set forth in the Contribution Agreement.

(b) Nothing in this Agreement, express or implied, is intended or will be construed to confer upon, or give to, any Person, other than Covisint and Compuware, any rights, remedies, obligations or liabilities.

(c) This Agreement inures to the benefit of and is binding upon Covisint and Compuware and their respective successors and assigns.

(d) This Agreement shall be governed by and construed in accordance with the laws (other than the conflict of law rules) of the State of Michigan.

(e) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

(f) A signature to this Agreement delivered by telecopy or other electronic means will be deemed valid.

[SIGNATURE PAGE FOLLOWS]

2

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or has caused this Agreement to be executed on its behalf by a representative duly authorized.

COMPUWARE
By:
Name:	Daniel S. Follis, Jr.
Title:	Senior Vice President, General Counsel & Secretary
Date:

State of Michigan)

County of                     ) ss.

On this      day of         , 20     before me                              (name of notary), the undersigned notary public, personally appeared                             , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of Michigan that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

(Official signature of Notary)

(NOTARY SEAL) My Commission Expires

[Signature Page to Domain Name Assignment]

AGREED AND ACCEPTED:

COVISINT
By:
Name:	David A. McGuffie
Title:	President and Chief Executive Officer
Date:

State of Michigan)

County of                     ) ss.

On this      day of         , 20     before me                              (name of notary), the undersigned notary public, personally appeared                             , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of Michigan that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

(Official signature of Notary)

(NOTARY SEAL) My Commission Expires

[Signature Page to Domain Name Assignment]

EXHIBIT A

DOMAIN NAMES

1. www.covisint.com; registrar, Network Solutions, LLC; expiration date, April 20, 2014.

Exhibit A-1

EXHIBIT D

FORM OF PATENT ASSIGNMENT

(To Be Attached)

Exhibit D-1

PATENT ASSIGNMENT AGREEMENT

This PATENT ASSIGNMENT AGREEMENT (“Patent Assignment”), dated as of January 1, 2013, is made by Compuware Corporation, a Michigan corporation (“Compuware”), in favor of Covisint Corporation, a Michigan corporation (“Covisint”).

RECITALS:

A. Compuware and Covisint are parties to that certain Contribution Agreement dated as of even date herewith (the “Contribution Agreement”), pursuant to which Compuware transferred to Covisint certain assets, technology, contractual rights and obligations and intellectual property rights relating to or used in the conduct of Covisint’s business as a contribution to capital pursuant to Section 351 of the Code (as defined in the Contribution Agreement).

B. Pursuant to the terms of the Contribution Agreement, Compuware has conveyed, transferred and assigned to Covisint, among other assets, certain intellectual property of Compuware, including but not limited to certain patents as further specified herein, and has agreed to execute and deliver this Patent Assignment, for recording with governmental authorities including, but not limited to, the US Patent and Trademark Office.

C. The Contribution Agreement contemplates execution of this Patent Assignment.

NOW THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, and in accordance with and subject to the terms of the Contribution Agreement, Compuware and Covisint hereby agree as follows:

1. Defined Terms. All capitalized terms used and not otherwise defined herein have the meanings set forth in the Contribution Agreement.

2. Assignment. Compuware hereby irrevocably conveys, transfers and assigns to Covisint, and Covisint hereby accepts, all of Compuware’s right, title and interest in and to the following (the “Assigned Patents”):

(a) the patents and patent applications set forth in Schedule 1 hereto and all issuances, divisionals, continuations, continuations-in-part, reissues, extensions, reexaminations, substitutions and renewals thereof (the “Patents”) and any applications to which the Patents claim priority;

(b) the invention(s) described and/or claimed in the Patents;

(c) all rights of any kind whatsoever of Compuware accruing under any of the foregoing provided by applicable law of any jurisdiction, by international treaties and conventions and otherwise throughout the world;

(d) any and all royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and

(e) any and all claims and causes of action, with respect to any of the foregoing, whether accruing before, on and/or after the date hereof, including all rights to and claims for damages, restitution and injunctive and other legal and equitable relief for past, present and future infringement, misappropriation, violation, misuse, breach or default, with the right but no obligation to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages.

3. Recordation and Further Actions. Compuware authorizes the Commissioner for Patents and any other governmental officials to record and register this Patent Assignment upon request by Covisint. Compuware shall take such steps and actions following the date hereof, including the execution of any documents, files, registrations, or other similar items, to ensure that the Assigned Patents are properly assigned to Covisint, or any assignee or successor thereto.

4. General.

(a) Nothing in this Patent Assignment, express or implied, is intended or will be construed to expand or defeat, impair or limit in any way the rights, obligations, claims or remedies of the Parties as set forth in the Contribution Agreement.

(b) Nothing in this Patent Assignment, express or implied, is intended or will be construed to confer upon, or give to, any Person, other than Covisint and Compuware, any rights, remedies, obligations or liabilities.

(c) This Patent Assignment inures to the benefit of and is binding upon Covisint and Compuware and their respective successors and assigns.

(d) This Patent Assignment shall be governed by and construed in accordance with the laws (other than the conflict of law rules) of the State of Michigan.

(e) This Patent Assignment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Compuware and Covisint also agree that multiple copies of this Patent Assignment may be executed, each of which shall be deemed an original, and each of which shall be valid and binding upon Compuware and Covisint.

(f) A signature to this Patent Assignment delivered by telecopy or other electronic means will be deemed valid.

[SIGNATURE PAGE FOLLOWS]

2

IN WITNESS WHEREOF, Compuware has duly executed and delivered this Patent Assignment as of the date first above written.

COMPUWARE
By:
Name:	Daniel S. Follis, Jr.
Title:	Senior Vice President, General Counsel & Secretary

State of Michigan)

County of                     ) ss.

On this      day of         , 20     before me                              (name of notary), the undersigned notary public, personally appeared                             , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of Michigan that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

(Official signature of Notary)

(NOTARY SEAL) My Commission Expires

[Signature Page to Patent Assignment Agreement

AGREED AND ACCEPTED:

COVISINT
By:
Name:	David A. McGuffie
Title:	President and Chief Executive Officer

State of Michigan)

County of                     ) ss.

On this      day of         , 20     before me                              (name of notary), the undersigned notary public, personally appeared                             , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of Michigan that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

(Official signature of Notary)

(NOTARY SEAL) My Commission Expires

[Signature Page to Patent Assignment Agreement

SCHEDULE 1

ASSIGNED PATENTS AND PATENT APPLICATIONS

1. Issued:

(i) Industry-Wide Business to Business Exchange; patent number 7987116; issued July 26, 2011; invented by Kevin Vasconi, Bill Penn, and Dave McGuffie; firm reference number, McDermott, Will & Emery; serial number, 09/968,621.

2. Filed and Published

(i) Two Factor Authentication Scheme (IDCipher); serial number 12/713,246; filed February 26, 2010, invented by David Miller; firm reference number, Harness Dickey (15245-000002/US).

(ii) Industry-Wide Business to Business Exchange; serial number 13/179,908; filed July 11, 2011, invented by Kevin Vasconi, Bill Penn, and Dave McGuffie; firm reference number, Harness Dickey 15245-000006/US/COA; continuation of 09/968,621, Patent # 7,987,116 (McDermott) detailed above.

Schedule 1-1

EXHIBIT E

FORM OF TRADEMARK ASSIGNMENT

(To Be Attached)

Exhibit E-1

TRADEMARK ASSIGNMENT AGREEMENT

This TRADEMARK ASSIGNMENT AGREEMENT (“Trademark Assignment”), dated as of January 1, 2013 is made by Compuware Corporation, a Michigan corporation (“Compuware”), in favor of Covisint Corporation, a Michigan corporation (“Covisint”).

RECITALS:

A. Compuware and Covisint are parties to that certain Contribution Agreement dated as of even date herewith (the “Contribution Agreement”), pursuant to which Compuware transferred to Covisint certain assets, technology, contractual rights and obligations and intellectual property rights relating to or used in the conduct of Covisint’s business as a contribution to capital pursuant to Section 351 of the Code (as defined in the Contribution Agreement).

B. Pursuant to the terms of the Contribution Agreement, Compuware has conveyed, transferred and assigned to Covisint, among other assets, certain intellectual property of Compuware, including but not limited to certain trademarks as further specified herein, and has agreed to execute and deliver this Trademark Assignment, for recording with governmental authorities including, but not limited to, the US Patent and Trademark Office.

C. The Contribution Agreement contemplates execution of this Trademark Assignment.

NOW THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, and in accordance with and subject to the terms of the Contribution Agreement, Compuware and Covisint hereby agree as follows:

1. Defined Terms. All capitalized terms used and not otherwise defined herein have the meanings set forth in the Contribution Agreement.

2. Assignment. Compuware hereby irrevocably conveys, transfers and assigns to Covisint, and Covisint hereby accepts, all of Compuware’s right, title and interest in and to the following (the “Assigned Trademarks”), together with the goodwill of the business connected with the use of, and symbolized by, the Assigned Trademarks:

(a) the trademark registrations and trademark applications set forth on Schedule 1 hereto and all issuances, extensions and renewals thereof; provided that, with respect to the United States intent-to-use trademark applications set forth in Schedule 1 hereto, the transfer of such applications accompanies, pursuant to the Contribution Agreement, the transfer of Compuware’s business, or portion of the business to which the trademark pertains, and that business is ongoing and existing, and provided further that the transfer of such applications shall not be effective until the expiration of any period during which the assignment thereof would impair, under applicable federal law, the registrability of such applications or the validity or enforceability of registrations issuing from such applications;

(b) all rights of any kind whatsoever of Compuware accruing under any of the foregoing provided by applicable law of any jurisdiction, by international treaties and conventions and otherwise throughout the world;

(c) any and all royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and

(d) any and all claims and causes of action, with respect to any of the foregoing, whether accruing before, on and/or after the date hereof, including all rights to and claims for damages, restitution and injunctive and other legal and equitable relief for past, present and future unauthorized use, infringement, dilution, misappropriation, violation, misuse, breach or default, with the right but no obligation to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages.

3. Recordation and Further Actions. Compuware authorizes the Commissioner for Trademarks and any other governmental officials to record and register this Trademark Assignment upon request by Covisint. Compuware shall take such steps and actions following the date hereof, including the execution of any documents, files, registrations, or other similar items, to ensure that the Assigned Trademarks are properly assigned to Covisint, or any assignee or successor thereto.

4. General.

(a) Nothing in this Trademark Assignment, express or implied, is intended or will be construed to expand or defeat, impair or limit in any way the rights, obligations, claims or remedies of the Parties as set forth in the Contribution Agreement.

(b) Nothing in this Trademark Assignment, express or implied, is intended or will be construed to confer upon, or give to, any Person, other than Covisint and Compuware, any rights, remedies, obligations or liabilities.

(c) This Trademark Assignment inures to the benefit of and is binding upon Covisint and Compuware and their respective successors and assigns.

(d) This Trademark Assignment shall be governed by and construed in accordance with the laws (other than the conflict of law rules) of the State of Michigan.

(e) This Trademark Assignment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Compuware and Covisint also agree that multiple copies of this Trademark Assignment may be executed, each of which shall be deemed an original, and each of which shall be valid and binding upon Compuware and Covisint.

(f) A signature to this Trademark Assignment delivered by telecopy or other electronic means will be deemed valid.

[SIGNATURE PAGE FOLLOWS]

2

IN WITNESS WHEREOF, Compuware has duly executed and delivered this Trademark Assignment as of the date first above written.

COMPUWARE
By:
Name:	Daniel S. Follis, Jr.
Title:	Senior Vice President, General Counsel & Secretary

State of Michigan)

County of                     ) ss.

On this      day of         , 20     before me                              (name of notary), the undersigned notary public, personally appeared                             , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of Michigan that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

	(Official signature of Notary)
(NOTARY SEAL)	My Commission Expires

[Signature Page to Trademark Assignment Agreement]

AGREED TO AND ACCEPTED:

COVISINT
By:
Name:	David A. McGuffie
Title:	President and Chief Executive Officer

State of Michigan)

County of                     ) ss.

On this      day of         , 20     before me                              (name of notary), the undersigned notary public, personally appeared                             , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of Michigan that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

(Official signature of Notary)

(NOTARY SEAL) My Commission Expires

[Signature Page to Trademark Assignment Agreement]

SCHEDULE 1

ASSIGNED TRADEMARK REGISTRATIONS AND APPLICATIONS

HMSC Ref. No.	Mark	Country	Status	Appl. / Reg. No.	File / Reg. Date	Classes	Owner Name
15313-311832	COVISINT	AUSTRALIA	REGISTERED	834588	2/9/2001	009	Compuware Corporation
15313-311833	COVISINT	AUSTRALIA	REGISTERED	834580	2/9/2001	038	Compuware Corporation
15313-311834	COVISINT	AUSTRALIA	REGISTERED	834576	2/9/2001	042	Compuware Corporation
15313-311835	COVISINT	BRAZIL	REGISTERED	822216736	2/13/2007	009	*Ford Motor Company
15313-311838	COVISINT	BRAZIL	REGISTERED	822216868	2/13/2007	038	*Ford Motor Company
15313-311839	COVISINT	BRAZIL	REGISTERED	822216841	2/13/2007	042	*Ford Motor Company
15313-311906	COVISINT & Design	CANADA	PENDING	1,544,193	9/20/2011	09, 38, 42	Compuware Corporation
15313-311824	APPCLOUD	CANADA	REGISTERED	TMA831699	9/10/2012	35, 42	Compuware Corporation
15313-311842	COVISINT	CANADA	REGISTERED	TMA644007	7/11/2005	09	Compuware Corporation
15313-311843	COVISINT	CANADA	REGISTERED	TMA640723	5/30/2005	38	Compuware Corporation
15313-311844	COVISINT	CANADA	REGISTERED	TMA644141	7/12/2005	42	Compuware Corporation
15313-311907	COVISINT & Design	CHINA	PENDING	9982529	9/20/2011	09	Compuware Corporation
15313-315961	COVISINT SUPPLYONLINE	CHINA	PENDING	9944982	9/8/2011	09	Compuware Corporation
15313-317237	COVISINT SUPPLYONLINE	CHINA	REGISTERED	9944981	11/14/2012	038	Compuware Corporation
15313-317239	COVISINT SUPPLYONLINE	CHINA	REGISTERED	9944975	11/14/2012	42	Compuware Corporation
15313-329300	COVISINT	CHINA	PENDING	11136017	6/29/2012	042	Compuware Corporation
15313-329856	COVISINT	CHINA	PENDING	11214711	7/17/2012	038	Compuware Corporation
15313-311905-CN	APPCLOUD	CHINA	REGISTERED	1024670	8/21/2012	035, 042	Compuware Corporation
15313-311845	COVISINT	CHINA	REGISTERED	2017114	8/7/2002	009	Compuware Corporation
15313-311846	COVISINT	CHINA	REGISTERED	1635893	9/14/2001	038	Compuware Corporation
15313-311847	COVISINT	CHINA	REGISTERED	1687956	12/21/2001	042	Compuware Corporation
15313-311905-EU	APPCLOUD	EUROPEAN UNION (CTM)	REGISTERED	1024669	11/19/2010	035, 042	Compuware Corporation
15313-311848	COVISINT	EUROPEAN UNION (CTM)	REGISTERED	1696921	10/1/2001	009	Compuware Corporation
15313-311849	COVISINT	EUROPEAN UNION (CTM)	REGISTERED	1697630	10/5/2001	038	Compuware Corporation
15313-311850	COVISINT	EUROPEAN UNION (CTM)	REGISTERED	1697770	10/5/2001	042	Compuware Corporation

Schedule 1-1

HMSC Ref. No.	Mark	Country	Status	Appl. / Reg. No.	File / Reg. Date	Classes	Owner Name
15313-311908	COVISINT & Design	EUROPEAN UNION (CTM)	REGISTERED	010240448	2/6/2012	9, 38, 42	Compuware Corporation
15313-311851	COVISINT	HONG KONG	REGISTERED	300172061		009, 035, 038, 042	Compuware Corporation
15313-311825	APPCLOUD	INDIA	PENDING	1896744	12/16/2009	035, 042	Compuware Corporation
15313-311683	COVISINT	INDIA	REGISTERED	1460458	6/2/2006	038	Compuware Corporation
15313-311852	COVISINT	INDIA	REGISTERED	925293	5/16/2000	009	*Ford Motor Company
15313-311853	COVISINT	INDIA	REGISTERED	1460457	6/2/2006	042	Compuware Corporation
15313-311827	APPCLOUD	INDONESIA	PENDING	J00.2010.001289	1/13/2010	035, 042	Compuware Corporation
15313-311854	COVISINT	INDONESIA	REGISTERED	IDM000297482	6/15/2001	009	Compuware Corporation
15313-311855	COVISINT	INDONESIA	REGISTERED	IDM000297481	6/15/2001	038	Compuware Corporation
15313-311856	COVISINT	INDONESIA	REGISTERED	IDM000297480	6/15/2001	042	Compuware Corporation
15313-311905-JP	APPCLOUD	JAPAN	REGISTERED	1024668	8/31/2012	035, 042	Compuware Corporation
15313-311857	COVISINT	JAPAN	REGISTERED	4490806	7/13/2001	009	Compuware Corporation
15313-311858	COVISINT	JAPAN	REGISTERED	4496232	8/3/2001	038	Compuware Corporation
15313-311859	COVISINT	JAPAN	REGISTERED	4506423	9/14/2001	042	Compuware Corporation
15313-311909	COVISINT & Design	JAPAN	REGISTERED	5473735	2/24/2012	09, 38, 42	Compuware Corporation
15313-315962	COVISINT SUPPLYONLINE	JAPAN	REGISTERED	5494458	5/18/2012	09, 38, 42	Compuware Corporation
15313-311861	COVISINT	MALAYSIA	PENDING	5723/00	5/9/2000	038	*Ford Motor Company
15313-311860	COVISINT	MALAYSIA	REGISTERED	2000-05732		009	Compuware Corporation
15313-311862	COVISINT	MALAYSIA	REGISTERED	5719	4/15/2008	042	Compuware Corporation
15313-315953	COVISINT & design	MEXICO	REGISTERED	1266387	2/9/2012	09	Compuware Corporation
15313-317242	COVISINT & design	MEXICO	REGISTERED	1266388	2/9/2012	38	Compuware Corporation
15313-317244	COVISINT & design	MEXICO	REGISTERED	1294892	7/4/2012	42	Compuware Corporation
15313-311863	COVISINT	SINGAPORE	REGISTERED	T00/07587J	5/6/2000	009	Compuware Corporation

Schedule 1-2

HMSC Ref. No.	Mark	Country	Status	Appl. / Reg. No.	File / Reg. Date	Classes	Owner Name
15313-311865	COVISINT	SINGAPORE	REGISTERED	T00/07578A	5/6/2000	038	Compuware Corporation
15313-311866	COVISINT	SINGAPORE	REGISTERED	T00/07574I	5/6/2000	042	Compuware Corporation
15313-311910	COVISINT & Design	SOUTH KOREA	PENDING	45-2011-3958	9/2/2011	09, 38, 42	Compuware Corporation
15313-311867	COVISINT	SOUTH KOREA	REGISTERED	512562	2/16/2002	009	Compuware Corporation
15313-311868	COVISINT	SOUTH KOREA	REGISTERED	76960	6/28/2002	038	Compuware Corporation
15313-311869	COVISINT	SOUTH KOREA	REGISTERED	80007	10/2/2002	042	Compuware Corporation
15313-311870	COVISINT	TAIWAN	REGISTERED	976146	12/15/2001	009	Compuware Corporation
15313-311871	COVISINT	TAIWAN	REGISTERED	144340	6/15/2001	038	Compuware Corporation
15313-311872	COVISINT	TAIWAN	REGISTERED	155378	2/28/2001	042	Compuware Corporation
15313-311876	COVISINT SUPPLYONLINE	UNITED STATES	ALLOWED	85/131,107		009, 038, 042	Compuware Corporation
15313-311682	COVISINT	UNITED STATES	REGISTERED	2,948,325	5/10/2005	038	Compuware Corporation
15313-311681	COVISINT	UNITED STATES	REGISTERED	2,948,326	5/10/2005	042	Compuware Corporation
15313-311680	COVISINT	UNITED STATES	REGISTERED	2,955,379	5/24/2005	009	Compuware Corporation
15313-311830	APPCLOUD	UNITED STATES	REGISTERED	3,744,022	2/2/2010	035, 042	Compuware Corporation
15313-311873	COVISINT & Design	UNITED STATES	REGISTERED	4,111,969	3/13/2012	009, 038, 042	Compuware Corporation
15313-311874	COVISINT CONVERGE	UNITED STATES	REGISTERED	3,906,700	1/18/2011	038, 042	Compuware Corporation
15313-311875	COVISINT EXCHANGELINK	UNITED STATES	REGISTERED	4,023,474	9/6/2011	038, 042	Compuware Corporation
15313-311880	PROVIDERLINK	UNITED STATES	REGISTERED	4,197,159	8/28/2012	038	Compuware Corporation
15313-311911	DOCSITE	UNITED STATES	REGISTERED	4,114,540	3/20/2012	042	Compuware Corporation
15313-311953	HYPERSEND	UNITED STATES	REGISTERED	2,543,539	2/26/2002	035	Compuware Corporation
15313-313714	IDcipher	UNITED STATES	REGISTERED	3,844,324	9/7/2010	42	Compuware Corporation
15313-313710	HYPERGUARD	UNITED STATES	REGISTERED	3,203,920	1/30/2007	038	Compuware Corporation
15313-311905-WO-CN	APPCLOUD	WIPO	REGISTERED	1024670	12/7/2009	035, 042	Compuware Corporation
15313-311905-WO-JP	APPCLOUD	WIPO	REGISTERED	1024668	12/7/2009	035, 042	Compuware Corporation
15313-311905-WO-EU	APPCLOUD	WIPO	REGISTERED	1024669	12/7/2009	035, 042	Compuware Corporation

Schedule 1-3

SCHEDULE 2.1(a)(i)

ASSIGNED CONTRACTS

1. The following vendor contracts:

(i) Master Services Agreement, dated as of June 22, 2004, by and between Savvis Communications Corporation and Compuware Corporation, as amended by Amendment No. 1, dated as of and as further amended by Amendment No. 2 dated as of December 21, 2010.

2. All other vendor contracts signed by Compuware on behalf of, or solely relating to, the Covisint Business.

3. The following subcontractor contracts:

(i) Independent Contractor Services Agreement, dated as of July 12, 2011, by and between Compuware and CitiusTech Inc.

(ii) Independent Contractor Services Agreement, dated as of September 1, 2008, by and between Compuware and Thirdwave LLC.

(iii) Independent Contractor Services Agreement, dated as of December 21, 2009, by and between Compuware and Thirdwave LLC.

(iv) The Services Letter Agreement, dated as of May 18, 2007, by and between Compuware Asia-Pacific Pty Ltd. and Leadtec Systems Australia Pty Ltd.

(v) The IC Services Agreement, effective as of May 1, 2008, by and between Compuware and Super Group Trading (Pty) Ltd.

4. All other subcontractor contracts signed by Compuware on behalf of, or solely relating to, the Covisint Business.

5. All customer contracts signed by Compuware on behalf of, or solely relating to, the Covisint Business.

6. All nondisclosure agreements signed by Compuware on behalf of, or solely relating to, the Covisint Business.

7. All business associate agreements signed by Compuware on behalf of, or solely relating to, the Covisint Business.

8. Employment Agreements for all Compuware employees who will become Covisint Employees at the time of transfer of their employment.

9. Such other agreements entered into by Compuware for use in the Covisint Business and mutually identified by the Parties to be assigned to Covisint.

Schedule 2.1(a)(i) - 1

COMPUWARE CORPORATION

February 7, 2013

Covisint Corporation

One Campus Martius

Detroit, Michigan 48226

RE: Side Letter to Contribution Agreement re Schedule 2.1(a)(i)

Dear Mr. McGuffie:

Reference is made to that certain Contribution Agreement, by and between Compuware Corporation (“Compuware”) and Covisint Corporation (the “Company”), dated as of January 1, 2013 (the “Contribution Agreement”). Schedule 2.1(a)(i) of the Contribution Agreement lists various vendor, subcontractor and customer contracts, together with such other contracts entered into by Compuware on behalf of, or solely relating to the Covisint Business (as such term is defined in the Contribution Agreement), to be assigned to Covisint. The parties desire to supplement the information provided in Schedule 2.1(a)(i) of the Contribution Agreement relating to those other contracts by providing additional detail on such other contracts.

Accordingly, pursuant to the terms of this letter agreement (“Letter Agreement”), the parties agree as follows:

1. Effective as of January 1, 2013, Schedule 2.1(a)(i) of the Contribution Agreement is hereby deleted in its entirety and replaced with the revised Schedule 2.1(a)(i) attached hereto as Exhibit A.

2. The remainder of the Contribution Agreement will continue in full force and effect.

The terms of this Letter Agreement amend and modify the Contribution Agreement as if fully set forth therein. This Letter Agreement may be executed in any number of counterparts, and all of which, when taken together, shall constitute one agreement.

Covisint Corporation

February 7, 2013

Page 2

Please indicate your acceptance of these terms and this Letter Agreement by signing and returning it to Compuware.

Sincerely Yours,

Compuware Corporation

/s/ DANIEL S. FOLLIS, JR

Daniel S. Follis, Jr.

Senior Vice President, General Counsel and Secretary

Accepted and agreed to by:

Covisint Corporation

By:	/s/ DAVID A. MCGUFFIE
	David A. McGuffie
	President and Chief Executive Officer

Exhibit A

SCHEDULE 2.1(a)(i)

ASSIGNED CONTRACTS

1. The following vendor contracts:

(i) Apigee general Terms and Conditions, dated as of January 31, 2012, by and between Apigee Corporation and Compuware.

(ii) Software Licenses and Services Agreement, by and between Ascential Software and Compuware, attached to Quote # 5000282, dated as of January 19, 2005.

(iii) Services Provider License Agreement, by and between Microsoft Corporation and Compuware.

(iv) Mirth Master Agreement, dated as of May 31, 2012, by and between Mirth Corporation and Compuware.

(v) Software License Agreement, dated as of June 29, 2010, by and between NextGate, LLC and Compuware.

(vi) Ordering Document, dated as of December 8, 2000, by and between Oracle Corporation and Covisint, LLC, as amended by Amendment No. 1, dated as of December 18, 2001.

(vii) RSA Security Inc. Master License Agreement, dated as of March 24, 2007, by and between RSA and Compuware.

(viii) Master Services Agreement, dated as of June 22, 2004, by and between Savvis Communications Corporation and Compuware, as amended by Amendment No. 1, dated as of April 27, 2006, and as further amended by Amendment No. 2 dated as of December 21, 2010.

(ix) Software License Agreement No. 4A0106-113, dated as of June 20, 2001, by and between Webmethods and Compuware.

(x) All other vendor contracts entered into by Compuware on behalf of, or solely relating to, the Covisint Business.

2. The following subcontractor contracts:

(i) Independent Contractor Services Agreement, dated as of July 12, 2011, by and between Compuware and CitiusTech Inc.

(ii) Independent Contractor Services Agreement, dated as of September 1, 2008, by and between Compuware and Perseids LLC.

(iii) Independent Contractor Services Agreement, dated as of December 21, 2009, by and between Compuware and Thirdwave LLC.

(iv) The Independent Contractor Services Agreement, effective as of May 1, 2008, by and between Compuware and Super Group Trading (Pty) Ltd.

(v) All other subcontractor contracts entered into by Compuware on behalf of, or solely relating to, the Covisint Business.

3. The following customer contracts:

(i) Global Service Contract, dated as of July 19, 2010, by and between Ally Financial Inc. f/k/a GMAC Inc. and Compuware.

(ii) Global Service Contract 50, dated as of July 19, 2009, by and between GMAC Inc. and Compuware, as amended by Amendment No. 1 dated as of November 1, 2009.

(iii) ESA Adoption Agreement, dated as of November 1, 2009, by and between GMAC Inc. and Compuware.

(iv) ESA Adoption Agreement, dated as of July 19, 2009, by and between GMAC Inc. and Compuware.

(v) Blue Cross and Blue Shield Master Services Agreement No. 3308, dated as of August 26, 2011, by and between Blue Cross and Blue Shield Association and Compuware.

(vi) FIAM System Agreement, dated as of June 30, 2006, by and between Blue Cross and Blue Shield Michigan and Compuware, as amended.

(vii) Enterprise License and Services Agreement, dated as of January 1, 2006, by and between Blue Cross and Blue Shield South Carolina and Compuware.

(viii) Master Hosted Services Agreement, dated as of August 5, 2010, by and between Borg Warner and Compuware.

(ix) Master Hosted Services Agreement, dated as of July 20, 2010, by and between Carson Wagonlit and Compuware.

(x) Standard Master Information Technology Services Agreement, dated as of January 1, 2012, by and between Chrysler and Compuware.

(xi) Application Services Provider Agreement No. CON-001780-CIGNA-2006, dated as of January 3, 2007, by and between Connecticut General Life Insurance Company and Compuware.

(xii) HYPERSEND Internet Services Agreement, dated as of October 9, 2003, by and between CVS Caremark and Compuware.

(xiii) Purchase Order No. 451439939, dated as of February 28, 2012, by and between Delphi Automotive Systems LLC and Compuware.

(xiv) Statement of Work, dated as of March 19, 2012, by and between DealerDirect LLC d/b/a FordDirect and Compuware.

(xv) Statement of Work, dated as April 26, 2007, by and between Ford Motor Company and Compuware.

(xvi) Master Hosted Services Agreement, dated as of April 11, 2011, by and between HealthShare Montana, Inc. and Compuware.

(xvii) Services and Fees Schedule, dated as of December 4, 2008, by and between Johnson Controls Inc. and Compuware.

(xviii) Service and Fees Schedule, dated as of March 31, 2009, by and between Jaguar Land Rover and Compuware.

(xix) Master Hosted Services Agreement, dated as of January 1, 2011, by and between Lear Corporation and Compuware, as amended by Amendment No. 1, dated as of July 1, 2012.

(xx) Grant Agreement, dated as of February 1, 2007, by and between Michigan Department of Community Health and Compuware / Covisint, as amended.

(xxi) Contract # 18608 for Personal Services, dated as of December 9, 2010, by and between Department of Vermont Health Access and Compuware, as amended by Amendment No. 1, dated as of May 8, 2012, and as further amended by Amendment No. 2, dated as of June 30, 2012.

(xxii) Master Services Agreement, dates as of November 30, 2006, by and between Worthington Industries, Inc. and Compuware.

(xxiii) All other customer contracts entered into by Compuware on behalf of, or solely relating to, the Covisint Business.

4. All nondisclosure agreements entered into by Compuware on behalf of, or solely relating to, the Covisint Business.

5. All business associate agreements entered into by Compuware on behalf of, or solely relating to, the Covisint Business, including, but not limited to Business Associate Agreements by and between Compuware and each of Blue Cross Blue Shield Association, Blue Cross and Blue Shield of Michigan, Blue Cross and Blue Shield South Carolina, CVS Caremark, Michigan Department of Community Health, and Vermont Department of Health, and a Sub-Business Associate Agreement by and between Compuware and HealthShare Montana, Inc.

6. All terms of use, privacy policies and other similar click-wrap agreements required to be accepted by customers of the Covisint Business and such customers’ end users as a condition to the use by such customers and end users of the online services provided by the Covisint Business.

7. Employment Agreements for all Compuware employees who have or will become Covisint Employees at the time of transfer of their employment.

8. Such other agreements entered into by Compuware for use in the Covisint Business and mutually identified by the Parties to be assigned to Covisint.

SCHEDULE 2.1(a)(ii)

TRANSFERRED REGISTERED INTELLECTUAL PROPERTY

A. Covisint Hosted Services

The Covisint portal that Covisint makes generally commercially available, including all versions, releases, updates and enhancements to the foregoing that Covisint makes generally commercially available.

B. Intellectual Property owned by and/or used exclusively by Compuware in its conduct of the Covisint Business.

1. Copyrights and Applications

(i) Covisint Gateway, Registration Number Txu-1-585-332; certified September 27, 2007; copyright claimant, Compuware Corporation.

(ii) Supplier Connection EU, Registration Number Txu 1-274-871, certified December 22, 2005; copyright claimant, Compuware Corporation.

(iii) Supplier Connection Global, Registration Number Txu 1-272-986; certified December 22, 2005; copyright claimant, Compuware Corporation.

2. Domain Names

(i) www.covisint.com; registrar, Network Solutions, LLC; expiration date, April 20, 2014.

3. Patents and Applications

(i) Issued

i. Industry-Wide Business to Business Exchange; patent number 7987116; issued July 26, 2011; invented by Kevin Vasconi, Bill Penn, and Dave McGuffie; firm reference number, McDermott, Will & Emery; serial number, 09/968,621.

(ii) Filed and Published

i. Two Factor Authentication Scheme (IDCipher); serial number 12/713,246; filed February 26, 2010, invented by David Miller; firm reference number, Harness Dickey (15245-000002/US).

ii. Industry-Wide Business to Business Exchange; serial number 13/179,908; filed July 11, 2011, invented by Kevin Vasconi, Bill

Schedule 2.1(a)(ii) - 1

Penn, and Dave McGuffie; firm reference number, Harness Dickey 15245-000006/US/COA; continuation of 09/968,621, Patent # 7,987,116 (McDermott) detailed above.

4. Trademarks and Applications

HMSC Ref. No.	Mark	Country	Status	Appl. / Reg. No.	File / Reg. Date	Classes	Owner Name
15313-311832	COVISINT	AUSTRALIA	REGISTERED	834588	2/9/2001	009	Compuware Corporation
15313-311833	COVISINT	AUSTRALIA	REGISTERED	834580	2/9/2001	038	Compuware Corporation
15313-311834	COVISINT	AUSTRALIA	REGISTERED	834576	2/9/2001	042	Compuware Corporation
15313-311835	COVISINT	BRAZIL	REGISTERED	822216736	2/13/2007	009	*Ford Motor Company
15313-311838	COVISINT	BRAZIL	REGISTERED	822216868	2/13/2007	038	*Ford Motor Company
15313-311839	COVISINT	BRAZIL	REGISTERED	822216841	2/13/2007	042	*Ford Motor Company
15313-311906	COVISINT & Design	CANADA	PENDING	1,544,193	9/20/2011	09, 38, 42	Compuware Corporation
15313-311824	APPCLOUD	CANADA	REGISTERED	TMA831699	9/10/2012	35, 42	Compuware Corporation
15313-311842	COVISINT	CANADA	REGISTERED	TMA644007	7/11/2005	09	Compuware Corporation
15313-311843	COVISINT	CANADA	REGISTERED	TMA640723	5/30/2005	38	Compuware Corporation
15313-311844	COVISINT	CANADA	REGISTERED	TMA644141	7/12/2005	42	Compuware Corporation
15313-311907	COVISINT & Design	CHINA	PENDING	9982529	9/20/2011	09	Compuware Corporation
15313-315961	COVISINT SUPPLYONLINE	CHINA	PENDING	9944982	9/8/2011	09	Compuware Corporation
15313-317237	COVISINT SUPPLYONLINE	CHINA	REGISTERED	9944981	11/14/2012	038	Compuware Corporation
15313-317239	COVISINT SUPPLYONLINE	CHINA	REGISTERED	9944975	11/14/2012	42	Compuware Corporation
15313-329300	COVISINT	CHINA	PENDING	11136017	6/29/2012	042	Compuware Corporation
15313-329856	COVISINT	CHINA	PENDING	11214711	7/17/2012	038	Compuware Corporation
15313-311905-CN	APPCLOUD	CHINA	REGISTERED	1024670	8/21/2012	035, 042	Compuware Corporation
15313-311845	COVISINT	CHINA	REGISTERED	2017114	8/7/2002	009	Compuware Corporation
15313-311846	COVISINT	CHINA	REGISTERED	1635893	9/14/2001	038	Compuware Corporation
15313-311847	COVISINT	CHINA	REGISTERED	1687956	12/21/2001	042	Compuware Corporation

-2-

HMSC Ref. No.	Mark	Country	Status	Appl. / Reg. No.	File / Reg. Date	Classes	Owner Name
15313-311905-EU	APPCLOUD	EUROPEAN UNION (CTM)	REGISTERED	1024669	11/19/2010	035, 042	Compuware Corporation
15313-311848	COVISINT	EUROPEAN UNION (CTM)	REGISTERED	1696921	10/1/2001	009	Compuware Corporation
15313-311849	COVISINT	EUROPEAN UNION (CTM)	REGISTERED	1697630	10/5/2001	038	Compuware Corporation
15313-311850	COVISINT	EUROPEAN UNION (CTM)	REGISTERED	1697770	10/5/2001	042	Compuware Corporation
15313-311908	COVISINT & Design	EUROPEAN UNION (CTM)	REGISTERED	010240448	2/6/2012	9, 38, 42	Compuware Corporation
15313-311851	COVISINT	HONG KONG	REGISTERED	300172061		009, 035, 038, 042	Compuware Corporation
15313-311825	APPCLOUD	INDIA	PENDING	1896744	12/16/2009	035, 042	Compuware Corporation
15313-311683	COVISINT	INDIA	REGISTERED	1460458	6/2/2006	038	Compuware Corporation
15313-311852	COVISINT	INDIA	REGISTERED	925293	5/16/2000	009	*Ford Motor Company
15313-311853	COVISINT	INDIA	REGISTERED	1460457	6/2/2006	042	Compuware Corporation
15313-311827	APPCLOUD	INDONESIA	PENDING	J00.2010.001289	1/13/2010	035, 042	Compuware Corporation
15313-311854	COVISINT	INDONESIA	REGISTERED	IDM000297482	6/15/2001	009	Compuware Corporation
15313-311855	COVISINT	INDONESIA	REGISTERED	IDM000297481	6/15/2001	038	Compuware Corporation
15313-311856	COVISINT	INDONESIA	REGISTERED	IDM000297480	6/15/2001	042	Compuware Corporation
15313-311905-JP	APPCLOUD	JAPAN	REGISTERED	1024668	8/31/2012	035, 042	Compuware Corporation
15313-311857	COVISINT	JAPAN	REGISTERED	4490806	7/13/2001	009	Compuware Corporation
15313-311858	COVISINT	JAPAN	REGISTERED	4496232	8/3/2001	038	Compuware Corporation
15313-311859	COVISINT	JAPAN	REGISTERED	4506423	9/14/2001	042	Compuware Corporation
15313-311909	COVISINT & Design	JAPAN	REGISTERED	5473735	2/24/2012	09, 38, 42	Compuware Corporation
15313-315962	COVISINT SUPPLYONLINE	JAPAN	REGISTERED	5494458	5/18/2012	09, 38, 42	Compuware Corporation
15313-311861	COVISINT	MALAYSIA	PENDING	5723/00	5/9/2000	038	*Ford Motor Company
15313-311860	COVISINT	MALAYSIA	REGISTERED	2000-05732		009	Compuware Corporation

-3-

HMSC Ref. No.	Mark	Country	Status	Appl. / Reg. No.	File / Reg. Date	Classes	Owner Name
15313-311862	COVISINT	MALAYSIA	REGISTERED	5719	4/15/2008	042	Compuware Corporation
15313-315953	COVISINT & design	MEXICO	REGISTERED	1266387	2/9/2012	09	Compuware Corporation
15313-317242	COVISINT & design	MEXICO	REGISTERED	1266388	2/9/2012	38	Compuware Corporation
15313-317244	COVISINT & design	MEXICO	REGISTERED	1294892	7/4/2012	42	Compuware Corporation
15313-311863	COVISINT	SINGAPORE	REGISTERED	T00/07587J	5/6/2000	009	Compuware Corporation
15313-311865	COVISINT	SINGAPORE	REGISTERED	T00/07578A	5/6/2000	038	Compuware Corporation
15313-311866	COVISINT	SINGAPORE	REGISTERED	T00/07574I	5/6/2000	042	Compuware Corporation
15313-311910	COVISINT & Design	SOUTH KOREA	PENDING	45-2011-3958	9/2/2011	09, 38, 42	Compuware Corporation
15313-311867	COVISINT	SOUTH KOREA	REGISTERED	512562	2/16/2002	009	Compuware Corporation
15313-311868	COVISINT	SOUTH KOREA	REGISTERED	76960	6/28/2002	038	Compuware Corporation
15313-311869	COVISINT	SOUTH KOREA	REGISTERED	80007	10/2/2002	042	Compuware Corporation
15313-311870	COVISINT	TAIWAN	REGISTERED	976146	12/15/2001	009	Compuware Corporation
15313-311871	COVISINT	TAIWAN	REGISTERED	144340	6/15/2001	038	Compuware Corporation
15313-311872	COVISINT	TAIWAN	REGISTERED	155378	2/28/2001	042	Compuware Corporation
15313-311876	COVISINT SUPPLYONLINE	UNITED STATES	ALLOWED	85/131,107		009, 038, 042	Compuware Corporation
15313-311682	COVISINT	UNITED STATES	REGISTERED	2,948,325	5/10/2005	038	Compuware Corporation
15313-311681	COVISINT	UNITED STATES	REGISTERED	2,948,326	5/10/2005	042	Compuware Corporation
15313-311680	COVISINT	UNITED STATES	REGISTERED	2,955,379	5/24/2005	009	Compuware Corporation
15313-311830	APPCLOUD	UNITED STATES	REGISTERED	3,744,022	2/2/2010	035, 042	Compuware Corporation
15313-311873	COVISINT & Design	UNITED STATES	REGISTERED	4,111,969	3/13/2012	009, 038, 042	Compuware Corporation
15313-311874	COVISINT CONVERGE	UNITED STATES	REGISTERED	3,906,700	1/18/2011	038, 042	Compuware Corporation
15313-311875	COVISINT EXCHANGELINK	UNITED STATES	REGISTERED	4,023,474	9/6/2011	038, 042	Compuware Corporation
15313-311880	PROVIDERLINK	UNITED STATES	REGISTERED	4,197,159	8/28/2012	038	Compuware Corporation

-4-

HMSC Ref. No.	Mark	Country	Status	Appl. / Reg. No.	File / Reg. Date	Classes	Owner Name
15313-311911	DOCSITE	UNITED STATES	REGISTERED	4,114,540	3/20/2012	042	Compuware Corporation
15313-311953	HYPERSEND	UNITED STATES	REGISTERED	2,543,539	2/26/2002	035	Compuware Corporation
15313-313714	IDcipher	UNITED STATES	REGISTERED	3,844,324	9/7/2010	42	Compuware Corporation
15313-313710	HYPERGUARD	UNITED STATES	REGISTERED	3,203,920	1/30/2007	038	Compuware Corporation
15313-311905-WO-CN	APPCLOUD	WIPO	REGISTERED	1024670	12/7/2009	035, 042	Compuware Corporation
15313-311905-WO-JP	APPCLOUD	WIPO	REGISTERED	1024668	12/7/2009	035, 042	Compuware Corporation
15313-311905-WO-EU	APPCLOUD	WIPO	REGISTERED	1024669	12/7/2009	035, 042	Compuware Corporation

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SCHEDULE 2.1(a)(iv)

HARDWARE AND EQUIPMENT

[List of Hardware and Equipment]

Schedule 2.1(a)(iv) - 1

SCHEDULE 2.1(b)(ii)

EXCLUDED ASSETS

1. Facilities, office equipment and furnishings to be provided under the Shared Services Agreement (as such term is defined in the Master Separation Agreement).

2. Copies of personnel records relating to the Covisint Business to the extent that Compuware is required by law to retain such records.

Schedule 2.1(b)(ii) - 1

EX-10.9

Exhibit 10.9

SEVERANCE AGREEMENT

THIS AGREEMENT, dated March 15, 2013, is made by and between Compuware Corporation, a Michigan corporation (the “Company”), and David A. McGuffie (the “Executive”).

WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and

WHEREAS, the Board recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; and

WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:

1. Defined Terms. The definitions of capitalized terms used in this Agreement are provided in the last Section hereof.

2. Term of Agreement. The Term of this Agreement shall commence on the date hereof and shall continue in effect through December 31, 2014; provided, however, that commencing on January 1, 2014 and each January 1 thereafter, the Term shall automatically be extended for one additional year unless, not later than September 30 of the preceding year, the Company or the Executive shall have given notice not to extend the Term; and further provided, however, that if a Change in Control shall have occurred during the Term, the Term shall expire twenty-four (24) months following the date on which such Change in Control occurred.

3. Company’s Covenants Summarized. In order to induce the Executive to remain in the employ of the Company and in consideration of the Executive’s covenants set forth in Section 4 hereof, the Company agrees, under the conditions described herein, to pay the Executive the Severance Payments and the other payments and benefits described herein. No Severance Payments shall be payable under this Agreement unless there shall have been (or, under the terms of the second sentence of Section 6.1 hereof, there shall be deemed to have been) a termination of the Executive’s employment with the Company following a Change in Control and during the Term. This Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company.

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4. The Executive’s Covenants. The Executive agrees that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control during the Term, the Executive will remain in the employ of the Company until the earliest of (i) a date which is six (6) months from the date of such Potential Change in Control, (ii) the date of a Change in Control, or (iii) the date of termination of the Executive’s employment for any reason.

5. Compensation Other Than Severance Payments.

5.1 Following a Change in Control and during the Term, during any period that the Executive fails to perform the Executive’s full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive’s full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan), until the Executive experiences a separation from service from the Company by reason of the Executive’s Disability.

5.2 If the Executive’s employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay the Executive’s full salary to the Executive through the Date of Termination at the rate in effect immediately prior to the Date of Termination or, if higher, the rate in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason.

5.3 If the Executive’s employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the Executive’s normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason.

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6. Severance Payments.

6.1 Subject to Section 6.2 hereof, if (i) the Executive’s employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 (“Severance Payments”), in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof. For purposes of this Agreement, the Executive’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) the Executive’s employment is terminated by the Company without Cause prior to a Change in Control (but only if a Change in Control occurs no later than six (6) months following the Executive’s termination of employment) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment for Good Reason prior to a Change in Control (but only if a Change in Control occurs no later than six (6) months following the Executive’s termination of employment) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (but only if a Change in Control occurs no later than six (6) months following the Executive’s termination of employment).

(A) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to one times the sum of (i) the Executive’s base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (ii) the Executive’s target annual bonus under any annual bonus or incentive plan maintained by the Company in respect of the fiscal year in which occurs the Date of Termination or, if higher, the fiscal year in which occurs the first event or circumstance constituting Good Reason.

(B) For the twelve month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents life, disability, accident and health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater after-tax cost to the Executive than the after-tax cost to the Executive immediately prior to such date or occurrence. Benefits otherwise receivable by the Executive pursuant to this Section 6.1(B) shall be reduced to the extent benefits of the same type are received by or made available to the Executive during the twelve month period

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following the Executive’s termination of employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the after tax cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason.

(C) Notwithstanding any provision of any annual incentive plan to the contrary, the Company shall pay to the Executive an amount, in cash, equal to the sum of (i) any unpaid incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year preceding the Date of Termination under any such plan and which, as of the Date of Termination, is contingent only upon the continued employment of the Executive to a subsequent date, and (ii) a pro rata portion to the Date of Termination of the Amount the Executive would have earned with respect to the year in which the Date of Termination occurs, calculated by multiplying the award that the Executive would have earned for such year, based upon the actual level of achievement of the performance goals established with respect to such award, by the fraction obtained by dividing the number of full months and any fractional portion of a month during such year through the Date of Termination by twelve (12).

6.2(A) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a Change in Control or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, including the Severance Payments, being hereinafter referred to as the “Total Payments”) would be subject (in whole or part), to the Excise Tax, then, after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement, the portion of the Total Payments that does not constitute deferred compensation within the meaning of section 409A of the Code shall first be reduced and the portion of the Total Payments that does constitute deferred compensation within the meaning of section 409A of the Code shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

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(B) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive, does not constitute a “parachute payment” within the meaning of section 280G(b)(2) of the Code (including by reason of section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such reasonable compensation, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined in accordance with the principles of sections 280G(d)(3) and (4) of the Code.

(C) At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). If the Executive objects to the Company’s calculations, the Company shall pay to the Executive such portion of the Severance Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of subsection A of this Section 6.2.

6.3 Subject to the provisions of Section 15 hereof, the payment provided in subsections (A) and (C) of Section 6.1 hereof shall be made not later than the fifth day following the Date of Termination. Notwithstanding the above, to the extent the Executive is terminated (i) following a Change in Control but prior to a change in ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company (within the meaning of section 409A of the Code) or (ii) prior to a Change in Control in a manner described in Section 6.1, to the extent required to avoid accelerated or additional tax under section 409A of the Code, amounts payable to the Executive hereunder, to the extent not in excess of the amount that the Executive would have received under any other pre-Change in Control severance plan or arrangement with the Company had such plan or arrangement been applicable, shall be paid at the time and in the manner provided by such plan or arrangement and the remainder shall be paid to the Executive in accordance with the provisions of this Section 6.3.

6.4 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing in good faith any issue hereunder relating to the termination of the Executive’s employment, in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of section 4999 of the Code to any payment or benefit provided hereunder. Such payments shall be made

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within five (5) business days after delivery of the Executive’s written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require; provided that in no event will payment be made for requests that are submitted later than December 15^th of the year following the year in which the expense is incurred.

7. Termination Procedures and Compensation During Dispute.

7.1 Notice of Termination. After a Change in Control and during the Term, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 10 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. Further, a Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail.

7.2 Date of Termination. “Date of Termination,” with respect to any purported termination of the Executive’s employment after a Change in Control and during the Term, shall mean (i) if the Executive’s employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive’s duties during such thirty (30) day period), and (ii) if the Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination (which, in the case of a termination by the Company, shall not be less than thirty (30) days (except in the case of a termination for Cause) and, in the case of a termination by the Executive, shall not be less than fifteen (15) days nor more than sixty (60) days, respectively, from the date such Notice of Termination is given).

8. No Mitigation. The Company agrees that, if the Executive’s employment with the Company terminates during the Term, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to Section 6 hereof. Further, except as specifically provided in Section 6.1(B) hereof, no payment or benefit provided for in this Agreement shall be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.

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9. Successors; Binding Agreement.

9.1 In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

9.2 This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

10. Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the most recent address shown in the personnel records of the Company and, if to the Company, to the address set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

To the Company:

Compuware Corporation

One Campus Martius

Detroit, MI 48226

Attention: Chief Executive Officer

11. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that this Agreement shall supersede any agreement setting

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forth the terms and conditions of the Executive’s employment with the Company only in the event that the Executive’s employment with the Company is terminated on or following a Change in Control, by the Company other than for Cause or by the Executive for Good Reason. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Michigan. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 6 hereof) shall survive such expiration.

12. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

13. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

14. Settlement of Disputes; Arbitration.

14.1 All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim and shall further allow the Executive to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that the Executive’s claim has been denied. Notwithstanding the above, in the event of any dispute, any decision by the Board hereunder shall be subject to a de novo review by the arbitrator.

14.2 Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in the city and state of the Executive’s principal residence as of the date of the Change in Control, in accordance with the rules of the American Arbitration Association then in effect; provided, however, that the evidentiary standards set forth in this Agreement shall apply. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

15. Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with section 409A of the Code to the extent subject thereto or be exempt therefrom, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent

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required to avoid the application of an accelerated or additional tax under section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement until such time as the Executive is considered to have incurred a “separation from service” from the Company within the meaning of section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separately identified payment for purposes of section 409A of the Code, and any payments that are due within the “short term deferral period” as defined in section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required to avoid the application of an accelerated or additional tax under section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid on the first business day after the date that is six months following the Executive’s termination of employment (or upon the Executive’s death, if earlier). To the extent required to avoid an accelerated or additional tax under section 409A of the Code, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not affect amounts reimbursable or provided in any subsequent year.

16. Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated below:

(A) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

(B) “Base Amount” shall have the meaning set forth in section 280G(b)(3) of the Code.

(C) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

(D) “Board” shall mean the Board of Directors of the Company.

(E) “Cause” for termination by the Company of the Executive’s employment shall mean (i) the willful and continued failure by the Executive to substantially perform the Executive’s duties with the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 7.1 hereof) that has not been cured within 30 days after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise. For purposes of

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clauses (i) and (ii) of this definition, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company.

(F) A “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(I) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing 35% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (III) below; or

(II) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

(III) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger is then a subsidiary, the ultimate parent thereof, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing 35% or more of the combined voting power of the Company’s then outstanding securities; or

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(IV) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or any parent thereof.

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

(G) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(H) “Company” shall mean Compuware Corporation and, except in determining under Section 15(F) hereof whether or not any Change in Control of the Company has occurred, shall include any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise. Where appropriate in the context, “Company” shall also include any subsidiary of Compuware.

(I) “Date of Termination” shall have the meaning set forth in Section 7.2 hereof.

(J) “Disability” shall be deemed the reason for the termination by the Company of the Executive’s employment, if, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from the full-time performance of the Executive’s duties with the Company for a period of six (6) consecutive months, the Company shall have given the Executive a Notice of Termination for Disability, and, within thirty (30) days after such Notice of Termination is given, the Executive shall not have returned to the full-time performance of the Executive’s duties.

(K) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(L) “Excise Tax” shall mean any excise tax imposed under section 4999 of the Code.

(M) “Executive” shall mean the individual named in the first paragraph of this Agreement.

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(N) “Good Reason” for termination by the Executive of the Executive’s employment shall mean the occurrence (without the Executive’s express written consent which specifically references this Agreement) after any Change in Control, or prior to a Change in Control under the circumstances described in clauses (ii) and (iii) of the second sentence of Section 6.1 hereof (treating all references in paragraphs (I) through (VII) below to a “Change in Control” as references to a “Potential Change in Control”), of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (I), (V), (VI), (VII) or (VIII) below, such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof:

(I) the assignment to the Executive of any duties materially inconsistent with the Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of the Executive’s responsibilities from those in effect immediately prior to the Change in Control including, without limitation, if the Executive was, immediately prior to the Change in Control, an executive officer of a public company, any such alteration attributable to the Executive ceasing to be an executive officer of a public company;

(II) a reduction by the Company in the Executive’s annual base salary as in effect on the date hereof or as the same may be increased from time to time;

(III) the relocation of the Executive’s principal place of employment to a location more than 25 miles from the Executive’s principal place of employment immediately prior to the Change in Control or the Company’s requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company’s business to an extent substantially consistent with the Executive’s present business travel obligations;

(IV) the failure by the Company to pay to the Executive any portion of the Executive’s current compensation or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due;

(V) the failure by the Company to continue in effect any compensation plan in which the Executive participates immediately prior to the Change in Control which is material to the Executive’s total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive’s participation relative to other participants, as existed immediately prior to the Change in Control;

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(VI) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company’s pension, savings, life insurance, medical, health and accident, disability or other plans in which the Executive was participating immediately prior to the Change in Control and which are material to the Executive’s total compensation (except for across the board changes similarly affecting all executives of the Company and all executives of any Person in control of the Company) or the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control;

(VII) any purported termination of the Executive’s employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7.1 hereof; for purposes of this Agreement, no such purported termination shall be effective. The Executive’s right to terminate the Executive’s employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness;

(VIII) Failure of the Company to obtain assumption and agreement by a successor of the Company to perform this Agreement as provided in Section 9.1.

The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided that the Executive provides the Company with a written Notice of Termination within ninety (90) days following the occurrence of the event constituting Good Reason. In no event will the Executive have Good Reason to terminate employment unless such act or failure to act results in a material negative change to the Executive’s employment that has not been cured within 30 days after a Notice of Termination is delivered by the Executive to the Company.

(O) “Notice of Termination” shall have the meaning set forth in Section 7.1 hereof.

(P) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

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(Q) “Potential Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(I) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

(II) the Company or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control;

(III) any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 20% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates); or

(IV) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(R) “Severance Payments” shall have the meaning set forth in Section 6.1 hereof.

(S) “Tax Counsel” shall have the meaning set forth in Section 6.2 hereof.

(T) “Term” shall mean the period of time described in Section 2 hereof (including any extension, continuation or termination described therein).

(U) “Total Payments” shall mean those payments so described in Section 6.2 hereof.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

COMPUWARE CORPORATION
By:	/s/ Robert C. Paul
	Robert C. Paul Its: Chief Executive Officer

By:	/s/ David A. McGuffie
	David A. McGuffie

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 1 to Registration Statement No. 333-188603 on Form S-1 of our report dated June 3, 2013, relating to the combined and consolidated financial statements of Covisint Corporation and subsidiaries and the Covisint Operations of Compuware Corporation (which report expresses an unqualified opinion on the financial statements and includes an explanatory paragraph referring to the financial statements prior to January 1, 2013 being prepared from the records of Compuware Corporation) appearing in the Prospectus, which is a part of such Registration Statement, and to the reference to us under the heading “Experts” in such Prospectus.

/s/ DELOITTE & TOUCHE LLP

Detroit, Michigan

June 3, 2013

CORRESP

	Norman H. Beitner
	(313) 465-7320
Honigman Miller Schwartz and Cohn LLP Attorneys and Counselors	Fax: (313) 465-7321 nbeitner@honigman.com