NETSUITE INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of June 4, 2013 0.25% Convertible Senior Notes due 2018Indenture • June 10th, 2013 • Netsuite Inc • Services-prepackaged software • New York
INDENTURE, dated as of June 4, 2013, between NETSUITE INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
NETSUITE INC. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2007 • Netsuite Inc • Services-prepackaged software • New York
NETSUITE INC. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2007 • Netsuite Inc • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER dated as of July 28, 2016 among NETSUITE INC., OC ACQUISITION LLC, NAPA ACQUISITION CORPORATION and ORACLE CORPORATIONAgreement and Plan of Merger • August 1st, 2016 • Netsuite Inc • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of July 28, 2016 among NetSuite Inc., a Delaware corporation (the “Company”), OC Acquisition LLC, a Delaware limited liability company (“Parent”), and Napa Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”). Oracle Corporation, a Delaware corporation (“Ultimate Parent”), is a party solely with respect to the performance of its obligations set forth in Section 3.06, Section 10.07, Section 10.08 and Section 10.15.
NETSUITE INC. SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • July 7th, 2010 • Netsuite Inc • Services-prepackaged software • California
This Severance and Change of Control Agreement (the “Agreement”) is made and entered into by and between Ron Gill (“Executive”) and NetSuite Inc., a Delaware corporation (the “Company”), effective as of July 1, 2010 (the “Effective Date”).
NETSUITE INC. AMENDED AND RESTATED SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • March 13th, 2009 • Netsuite Inc • Services-prepackaged software • California
This Amended and Restated Severance and Change of Control Agreement (the “Agreement”) is made and entered into by and between James McGeever (“Executive”) and NetSuite Inc. (the “Company”), effective as of December 24, 2008 (the “Effective Date”).
FORM OF TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 18th, 2016 • Netsuite Inc • Services-prepackaged software • Delaware
TENDER AND SUPPORT AGREEMENT, dated as of [Date] (this “Agreement”), among OC Acquisition LLC, a Delaware limited liability company (“Parent”), Napa Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”).
NETSUITE INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 2nd, 2007 • Netsuite Inc • Delaware
THIS AGREEMENT is entered into, effective as of <<Date>> by and between NetSuite Inc., a Delaware corporation (the “Company”), and «Name» (“Indemnitee”), effective as of the date that the Registration Statement on Form S-1 related to the initial public offering of the Company’s Common Stock is declared effective by the United States Securities and Exchange Commission.
NETSUITE INC. AGREEMENT TO TERMS OF ELECTIONNetsuite Inc • June 11th, 2009 • Services-prepackaged software
If you would like to participate in this Offer, please indicate your election by checking the applicable boxes on the Election Form, and if submitting a paper Election Form, please return the completed and signed Election Form to Benedikte Ytting at the Company via hand delivery or facsimile at (650) 539-5842 before 9:00 p.m., Pacific Time, on June 19, 2009, unless the Offer is extended.
FOURTH AMENDMENTFourth Amendment • February 5th, 2013 • Netsuite Inc • Services-prepackaged software
THIS FOURTH AMENDMENT (this “Amendment”) is made and entered into as of February 1, 2013, by and between EOP-PENINSULA OFFICE PARK, L.L.C., a Delaware limited liability company (“Landlord”), and NETSUITE INC., a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG NETSUITE INC. BROADWAY MERGER SUB I, INC., BROADWAY MERGER SUB II, LLC, BRONTO SOFTWARE, INC. AND JOSEPH COLOPY, AS SECURITYHOLDER REPRESENTATIVE Dated as of April 22, 2015Agreement and Plan of Merger • April 23rd, 2015 • Netsuite Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 22, 2015 by and among NetSuite Inc., a Delaware corporation having its principal office at 2955 Campus Drive, Suite 100, San Mateo, CA 94403-2511 (“Parent”), Broadway Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), Broadway Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub II,” and with Merger Sub I, the “Merger Subs”), Bronto Software, Inc., a Delaware corporation having its principal office at 324 Blackwell Street, Suite 410, Durham, North Carolina 27701 (the “Company”), and Joseph Colopy, as securityholder representative (the “Securityholder Representative”).
SECOND AMENDMENTSecond Amendment • December 15th, 2011 • Netsuite Inc • Services-prepackaged software
ORACLE LICENSE AND SERVICES AGREEMENTOracle License and Services Agreement • December 5th, 2007 • Netsuite Inc • Services-prepackaged software • California
Your Name NETSUITE INC. Your Location 2955 Campus Drive Suite 100 SAN MATEO CA 94403-2511 ORACLE CONTRACT INFORMATION Agreement Oracle License and Services Agreement Agreement Name Oracle License and Services Agreement V032305techLicense and Services Agreement • October 30th, 2007 • Netsuite Inc • Services-prepackaged software
AMENDMENT TWO TO THE ORDERING DOCUMENTOracle Contract • June 4th, 2010 • Netsuite Inc • Services-prepackaged software
WHEREAS, subject to the terms and conditions of this Amendment, the parties desire to amend the ordering document as follows:
July 11, 2007 Timothy Dilley c/o NetSuite Inc. San Mateo, CA 94403-2511Confidentiality Agreement • October 30th, 2007 • Netsuite Inc • Services-prepackaged software
This letter is to confirm the terms of your employment with NetSuite Inc. (the “Company”). This letter supersedes all prior agreements relating to the terms of your employment, except for the Severance and Change of Control Agreement dated as of July 1, 2007, between you and the Company (the “Severance Agreement”) and the Confidentiality and Invention Assignment Agreement dated December 6, 2006, between you and the Company (the “Confidentiality Agreement”). The terms set forth below shall be effective as of July 1, 2007 (the “Effective Date”).
NETSUITE STRATEGIC RESELLER PROGRAM DEVELOPMENT FUND AGREEMENTDevelopment Fund Agreement • July 2nd, 2007 • Netsuite Inc
This NetSuite Strategic Reseller Program Development Fund Agreement (the “Agreement”), effective as of the Effective Date, is entered into by and between NetSuite, Inc., a California corporation, having offices at 2955 Campus Drive, Suite 100, San Mateo, CA 94403-2511, United States (“NetSuite”) and NetSuite Kabushiki Kaisha, a Japanese corporation, (“NetSuite KK”), on the one hand, and Transcosmos, Inc. a company incorporated in Japan, having a principal place of business at 3-25-18, Shibuya, Shibuya-ku, Tokyo, Japan 150-8530 (“Transcosmos”), on the other hand (each a “Party,” collectively the “Parties”).
March 2, 2011 James Ramsey c/o NetSuite Inc. San Mateo, CA 94403-2511 Re: Letter Relating to Employment Terms Dear Mr. Ramsey:Netsuite Inc • March 3rd, 2011 • Services-prepackaged software
This letter is to confirm the terms of your continued employment with NetSuite Inc. (the “Company”). This letter agreement supersedes all prior agreements relating to the terms of your employment, except for the Amended and Restated Severance and Change of Control Agreement dated August 4, 2009 between you and the Company and the Confidentiality and Invention Assignment Agreement dated September 30, 2003, between you and the Company. The terms set forth below shall be effective from the date hereof (the “Effective Date”).
Agreement Oracle License and Services Agreement Agreement Name US-TERM- OLSAv040407-NETSUITE INC-11365829-27-MAY-07License and Services Agreement • November 29th, 2007 • Netsuite Inc • Services-prepackaged software
NETSUITE, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • July 2nd, 2007 • Netsuite Inc • California
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”) is dated as of March 31, 2005, by and among NETSUITE, INC., a California corporation (the “Company”), the several investors named on Annex A hereto under the heading “Investors” (each, an “Investor” and collectively, the “Investors”), and certain of the other shareholders of the Company named on Annex A hereto under the heading “Existing Stockholders” (each, an “Existing Stockholder” and collectively, the “Existing Stockholders”), and amends, restates and replaces the Company’s Amended and Restated Stockholders Agreement dated January 14, 2004 (the “Series G Stockholders Agreement”). The Investors and the Existing Stockholders are herein sometimes referred to collectively as the “Stockholders.” Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Series H Preferred Stock Purchase Agreement dated as of the same date herewith (the “Series H Stock Purchase Agreement”).
NETSUITE INC. LETTERHEAD] July 1, 2007Netsuite Inc • October 30th, 2007 • Services-prepackaged software • Nelson
This letter is to confirm the terms of your employment with NetSuite Inc. (the “Company”). This letter supersedes all prior agreements relating to the terms of your employment, except for the Severance and Change of Control Agreement dated July 1, 2007, between you and the Company (the “Severance Agreement”) and the Confidentiality and Invention Assignment Agreement dated July 1, 2002, between you and the Company (the “Confidentiality Agreement”). The terms set forth below shall be effective as of July 1, 2007 (the “Effective Date”).
Agreement Oracle License and Services Agreement Agreement Name US-TERM- OLSAv040407-NETSUITE INC-11365829-27-MAY-07License and Services Agreement • December 17th, 2007 • Netsuite Inc • Services-prepackaged software
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF NETSUITE RESTRICTED HOLDINGS LLC, A CALIFORNIA LIMITED LIABILITY COMPANYLimited Liability Company Operating Agreement • December 17th, 2007 • Netsuite Inc • Services-prepackaged software • California
This Limited Liability Company Operating Agreement is made and entered into effective as of December 14, 2007 (the “Effective Date”) by and between the Lawrence J. Ellison Revocable Trust u/d/d 12/8/95 as the sole member (the “Member”) and Bill Wright & Associates, LLC, a California limited liability company, as the “Manager”.
NETSUITE, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 2nd, 2007 • Netsuite Inc • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is dated as of March 31, 2005, and is made by and among NETSUITE, INC., a California corporation (the “Issuer” or the “Company”), and the investors named on Annex A attached hereto (each an “Investor” and, collectively, the “Investors”).
AMENDED AND RESTATED CONFIDENTIAL DISCLOSURE AGREEMENT FOR STRATEGIC MATTERSConfidential Disclosure Agreement • August 18th, 2016 • Netsuite Inc • Services-prepackaged software • California
This Amended and Restated Confidential Disclosure Agreement (“Agreement”) is entered into as of the latter of the parties’ signature dates below and effective as of May 5, 2016 (“Effective Date”) by Oracle Corporation (“Oracle”) located at 500 Oracle Parkway, Redwood City, California 94065 and the company designated below (“Company”). This Agreement amends and restates the Confidential Disclosure Agreement entered into as of May 5, 2016, by the Oracle and the Company.
THIRD AMENDMENTThird Amendment • December 15th, 2011 • Netsuite Inc • Services-prepackaged software
THIS THIRD AMENDMENT (this “Amendment”) is made and entered into as of December 9, 2011, by and between EOP-PENINSULA OFFICE PARK, L.L.C., a Delaware limited liability company (“Landlord”), and NETSUITE INC., a Delaware corporation (“Tenant”).
DISTRIBUTION AGREEMENT BETWEEN NETSUITE, INC. AND NETSUITE KABUSHIKI KAISHADistribution Agreement • July 2nd, 2007 • Netsuite Inc • California
This Distribution Agreement (the “Agreement”), effective as of March 8, 2006 (the “Effective Date”), is entered into by and between NetSuite, Inc., a California corporation, having offices at 2955 Campus Drive, Suite 100, San Mateo, CA 94403-2511, United States (“NetSuite”) and NetSuite Kabushiki Kaisha, a Japanese corporation (“NetSuite KK”) (each a “Party,” collectively the “Parties”).
Your Name Netsuite, Inc. Your Contact DAVE LIPSCOMB Your Location 2955 CAMPUS DR Phone Number 6506271000’ STE 100 Email Address SAN MATEO CA 94403-2539License and Services Agreement • October 30th, 2007 • Netsuite Inc • Services-prepackaged software
NETSUITE INC.Netsuite Inc • May 6th, 2014 • Services-prepackaged software
This letter is to confirm the terms of your employment with NetSuite Inc. (the “Company”) effective as of May 1, 2014 (the “Effective Date”). This letter supersedes all prior agreements relating to the terms of your employment, except for the Severance and Change of Control Agreement dated the same date as this letter, between you and the Company (the “Severance Agreement”) and the Confidentiality and Invention Assignment Agreement dated the same date as this letter, between you and the Company (the ‘Confidentiality Agreement”).
FIRST AMENDMENTFirst Amendment • April 28th, 2008 • Netsuite Inc • Services-prepackaged software
THIS FIRST AMENDMENT (the “Amendment”) is made and entered into as of April 24, 2008, by and between EOP-PENINSULA OFFICE PARK, L.L.C., a Delaware limited liability company (“Landlord”), and NETSUITE INC., a Delaware corporation (“Tenant”).
PREFERRED RESELLER AGREEMENT by and between MIROKU JYOHO SERVICE CO., LTD. and NETSUITE KABUSHIKIKAISHA Dated as of October 20, 2006Preferred Reseller Agreement • July 2nd, 2007 • Netsuite Inc • California
This Preferred Reseller Agreement (the “Agreement”), effective as of October 20, 2006 (the “Effective Date”), is entered into by and between Miroku Jyoho Service Co., Ltd., a company incorporated in Japan, having a principal place of business at 4-29-1 Yotsuya, Shinjuku-ku, Tokyo, Japan 160-0004 (“Reseller”), and NetSuite Kabushiki Kaisha, a Japanese corporation that has been incorporated in Japan as described more fully in Section 1.1 of the Share Purchase Agreement (as defined below) (“NetSuite KK”) (each a “Party” collectively the “Parties”).
Master Service Agreement (SFMSA Version 5.0 – 12/20/05)Master Service Agreement • October 30th, 2007 • Netsuite Inc • Services-prepackaged software • Colorado
This Master Service Agreement (“Agreement”) is made this 17th day of March, 2006 between LEVEL 3 COMMUNICATIONS, LLC (“Level 3”) and NETSUITE, INC. (“Customer”). This Agreement provides the general terms and conditions applicable to Customer’s purchase of communications services (“Service”) from Level 3.
PENINSULA OFFICE PARK PENINSULA OFFICE PARK BUILDING 9 SAN MATEO, CALIFORNIA OFFICE LEASE AGREEMENT BETWEEN EOP-PENINSULA OFFICE PARK, L.L.C., a Delaware limited liability company (“LANDLORD”) AND NETSUITE, INC., a California corporation (“TENANT”)Office Lease Agreement • July 2nd, 2007 • Netsuite Inc • California
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the 2nd day of August, 2005, by and between EOP-PENINSULA OFFICE PARK, L.L.C., a Delaware limited liability company (“Landlord”) and NETSUITE, INC., a California corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C and Schedule 1 (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions), Exhibit F-1 (Form of Letter of Credit), Exhibit F-2 (Outline and Location of Refusal Space) and Exhibit G (Parking Agreement).
NETSUITE INC. AND NETSUITE SOFTWARE (ASIA PACIFIC) PTE. LTD. SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • October 30th, 2007 • Netsuite Inc • Services-prepackaged software
This Severance and Change of Control Agreement (the “Agreement”) is made and entered into by and between Dean Mansfield (“Executive”), NetSuite Software (Asia Pacific) Pte. Ltd. (the “Company”), and NetSuite Inc., and California corporation (the “Parent”), effective as of July 1, 2007 (the “Effective Date”).
NETSUITE STRATEGIC RESELLER PROGRAM DEVELOPMENT FUND AGREEMENTDevelopment Fund Agreement • July 2nd, 2007 • Netsuite Inc
This NetSuite Strategic Reseller Program Development Fund Agreement (the “Agreement”), effective as of October 20, 2006 (the “Effective Date”), is entered into by and between NetSuite, Inc., a California corporation, having offices at 2955 Campus Drive, Suite 100, San Mateo, CA 94403-2511, United States (“NetSuite”) and NetSuite Kabushiki Kaisha, a Japanese corporation, (“NetSuite KK”) on the one hand, and Miroku Jyoho Service Co., Ltd., a company incorporated in Japan, having a principal place of business at 4-29-1 Yotsuya, Shinjuku-ku, Tokyo, Japan 160-0004 (“Company”), on the other hand (each a “Party,” collectively the “Parties”).
