New Relic, Inc. Sample Contracts

NEW RELIC, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 18, 2018 0.50% Convertible Senior Notes due 2023
Indenture • May 18th, 2018 • New Relic, Inc. • Services-prepackaged software • New York

INDENTURE dated as of May 18, 2018 between NEW RELIC, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

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—] Shares NEW RELIC, INC. COMMON STOCK $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • December 1st, 2014 • New Relic Inc • Services-prepackaged software • New York
Contract
New Relic Inc • November 10th, 2014 • Services-prepackaged software • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

AGREEMENT AND PLAN OF MERGER by and among CREWLINE BUYER, INC., CREWLINE MERGER SUB, INC. and NEW RELIC, INC. Dated as of July 30, 2023
Agreement and Plan of Merger • July 31st, 2023 • New Relic, Inc. • Services-prepackaged software • New York

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 30, 2023 (the “Agreement Date”), by and among Crewline Buyer, Inc., a Delaware corporation (“Parent”), Crewline Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and New Relic, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Section 8.3 or as otherwise defined elsewhere in this Agreement.

NEW RELIC, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Release Agreement • December 1st, 2014 • New Relic Inc • Services-prepackaged software • California

This Change in Control and Severance Agreement (this “Agreement”) is entered into by and between [ ] (“Executive”) and New Relic, Inc., a Delaware corporation (the “Company”), to become effective upon the date of the Company’s initial public offering.

NEW RELIC, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 1st, 2014 • New Relic Inc • Services-prepackaged software • Delaware

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is effective as of , 2014, by and between NEW RELIC, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).

OFFICE LEASE
Office Lease • August 12th, 2015 • New Relic Inc • Services-prepackaged software • California
VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • July 31st, 2023 • New Relic, Inc. • Services-prepackaged software • Delaware

This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of July 30, 2023, is entered into by and among Crewline Buyer, Inc., a Delaware corporation (“Parent”), New Relic, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company (the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).

December 21, 2015 Christopher Cook San Francisco, CA 94105 Re: Separation Agreement Dear Chris:
Separation Agreement • February 4th, 2016 • New Relic, Inc. • Services-prepackaged software • California

This letter agreement (the “Agreement”) confirms the agreement between you and New Relic, Inc. (the “Company”) concerning the terms of your voluntary resignation and separation from the Company and offers you the severance benefit we discussed in exchange for a release of claims.

COOPERATION AGREEMENT
Cooperation Agreement • June 6th, 2022 • New Relic, Inc. • Services-prepackaged software • Delaware

This cooperation agreement, dated June 6, 2022 (this “Agreement”), is by and between JANA Partners LLC, a Delaware limited liability company (“JANA”) and New Relic, Inc., a Delaware corporation (the “Company”). The Company and JANA are each herein referred to as a “party” and, collectively, the “parties.” In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

NEW RELIC, INC. EXECUTIVE OFFER LETTER
Executive Offer Letter • February 7th, 2023 • New Relic, Inc. • Services-prepackaged software

This offer letter (this “Agreement”) is entered into by and between Mark Dodds (“Executive”) and New Relic, Inc., a Delaware corporation (the “Company”), with an effective date of August 26, 2022.

September 12, 2019 James Gochee Re: Separation and Transition Agreement and General Release Dear Jim:
And Inventions Agreement • November 6th, 2019 • New Relic, Inc. • Services-prepackaged software • California

This letter sets forth the substance of the separation and transition agreement and general release terms (the “Agreement”) that New Relic, Inc. (the “Company”) is offering to you to aid in your employment transition.

OFFICE LEASE
Office Lease • April 24th, 2014 • New Relic Inc • Services-prepackaged software • Oregon

THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is dated solely for reference purposes as of November 5, 2013, between 555 SW OAK, LLC, a Delaware limited liability company (“Landlord”) and NEW RELIC, INC., a Delaware corporation (“Tenant”).

OFFICE LEASE
Lease • August 8th, 2014 • New Relic Inc • Services-prepackaged software • Oregon

THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is dated solely for reference purposes as of November 5, 2013, between 555 SW OAK, LLC, a Delaware limited liability company (“Landlord”) and NEW RELIC, INC., a Delaware corporation (“Tenant”).

188 SPEAR STREET SAN FRANCISCO, CALIFORNIA OFFICE LEASE 188 SPEAR STREET LLC, a Delaware limited liability company, Landlord and NEW RELIC, INC., a Delaware corporation, Tenant DATED AS OF: July 13, 2012
Office Lease • November 10th, 2014 • New Relic Inc • Services-prepackaged software • California

THIS LEASE is made as of the 13th day of July, 2012, between 188 SPEAR STREET LLC, a Delaware limited liability company (“Landlord”), and NEW RELIC, INC., a Delaware corporation (“Tenant”).

Re: Separation and Transition Agreement Dear Hilarie:
And Inventions Agreement • May 18th, 2017 • New Relic, Inc. • Services-prepackaged software • California

This letter sets forth the substance of the separation and transition agreement (the “Agreement”) that New Relic, Inc. (the “Company”) is offering to you to aid in your employment transition.

NEW RELIC, INC. CONFIRMATORY EMPLOYMENT LETTER
Employment Letter • February 7th, 2023 • New Relic, Inc. • Services-prepackaged software

This confirmatory employment letter (this “Agreement”) is entered into by and between Thomas Lloyd (“Executive”) and New Relic, Inc., a Delaware corporation (the “Company”), with an effective date of August 17, 2022.

COOPERATION AGREEMENT
Cooperation Agreement • June 25th, 2021 • New Relic, Inc. • Services-prepackaged software • Delaware

This Cooperation Agreement, dated as of June 24, 2021 (this “Agreement”), is by and among New Relic, Inc. (the “Company”) and the persons and entities set forth on Exhibit A hereto (collectively, the “Engaged Group” and, for clarity and as applicable, including each member thereof acting individually).

SIXTH AMENDMENT TO LEASE
Lease • May 26th, 2016 • New Relic, Inc. • Services-prepackaged software

THIS SIXTH AMENDMENT TO LEASE (this “Amendment”) is dated solely for reference purposes as of March 30, 2016, between 111 SW 5th Avenue Investors LLC, a Delaware limited liability company (“Landlord”), and New Relic, Inc., a Delaware corporation (“Tenant”).

June 24, 2021 Via Email Mike Christenson Re: Separation Agreement Dear Mike:
Separation Agreement • August 4th, 2021 • New Relic, Inc. • Services-prepackaged software • California

This letter sets forth the terms of the separation agreement (the “Agreement”) that New Relic, Inc. (the “Company”) is offering to you to aid in your employment transition in connection with the termination of your services as Advisor to the Chief Executive Officer (“Advisor”) to the Company.

Contract
New Relic, Inc. • February 5th, 2021 • Services-prepackaged software • California

Extension of term for that certain Change in Control and Severance Agreement effective as of [Date][, as amended by the extension dated [Date]]([together,] the “Agreement”)

CONSULTING AGREEMENT
Consulting Agreement • February 6th, 2018 • New Relic, Inc. • Services-prepackaged software • California

THIS CONSULTING AGREEMENT (the “Agreement”) is made by and between New Relic, Inc. (“Company”) and Robin Schulman (“Consultant”) effective as of February 16, 2018 (the “Effective Date”).

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Extension of term for that certain Change in Control and Severance Agreement effective as of [Date] (the “Agreement”) Dear [Name],
New Relic, Inc. • February 7th, 2018 • Services-prepackaged software • California

New Relic, Inc. desires to amend the terms of the above-referenced Agreement, which sets forth certain protections you have in the event of your termination of employment with us, in order to extend the effectiveness of the Agreement.

NEW RELIC, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • August 4th, 2021 • New Relic, Inc. • Services-prepackaged software • California

This Change in Control and Severance Agreement (this “Agreement”) is entered into by and between [ ] (“Executive”) and New Relic, Inc., a Delaware corporation (the “Company”), with an effective date of [ ].

NEW RELIC, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • February 7th, 2023 • New Relic, Inc. • Services-prepackaged software • California

This Change in Control and Severance Agreement (this “Agreement”) is entered into by and between [ ] (“Executive”) and New Relic, Inc., a Delaware corporation (the “Company”), with an effective date of __________.

November 7, 2014 Dear Robin:
And Inventions Agreement • December 1st, 2014 • New Relic Inc • Services-prepackaged software • California

This letter agreement set forth the rights and duties with respect to your employment, and associated compensation and benefits, with New Relic, Inc. (“Company”). This agreement entirely replaces and supersedes any prior offer letter or other agreement related to your employment with the Company that may have been provided earlier.

EIGHTH AMENDMENT TO LEASE
Lease • August 7th, 2019 • New Relic, Inc. • Services-prepackaged software

THIS EIGHTH AMENDMENT TO LEASE (this “Amendment”), dated solely for reference purposes as of June 26, 2019, is between 111 SW 5th Avenue Investors LLC, a Delaware limited liability company (“Landlord”), and New Relic, Inc., a Delaware corporation (“Tenant”).

SEVENTH AMENDMENT TO LEASE
Lease • November 8th, 2017 • New Relic, Inc. • Services-prepackaged software

THIS SEVENTH AMENDMENT TO LEASE (this “Amendment”), dated solely for reference purposes as of September 15, 2017, is between 111 SW 5th Avenue Investors LLC, a Delaware limited liability company (“Landlord”), and New Relic, Inc., a Delaware corporation (“Tenant”).

CHANGE IN CONTROL AND SEVERANCE AGREEMENT – ADDENDUM TO YOUR EMPLOYMENT CONTRACT
Control and Severance Agreement • August 4th, 2021 • New Relic, Inc. • Services-prepackaged software • England and Wales

This Addendum shall be effective as of the date above and shall remain in effect for a period of three years from such date, after which time this Addendum may be renewed by mutual agreement.

CHANGE IN CONTROL AND SEVERANCE AGREEMENT – ADDENDUM TO YOUR EMPLOYMENT CONTRACT
Control and Severance Agreement • February 7th, 2023 • New Relic, Inc. • Services-prepackaged software • England and Wales

This Addendum shall be effective as of the date above and shall remain in effect for a period of three years from such date, after which time this Addendum may be renewed by mutual agreement.

May 5, 2020 Hand Delivered and Email New Relic, Inc.
New Relic, Inc. • August 5th, 2020 • Services-prepackaged software
NEW RELIC, INC. EXECUTIVE OFFER LETTER
Executive Offer Letter • February 7th, 2023 • New Relic, Inc. • Services-prepackaged software

This offer letter (this “Agreement”) is entered into by and between David Barter (references to “you” and “your”) and New Relic, Inc., a Delaware corporation (the “Company”), with an effective date of August 1, 2022.

FOURTH AMENDMENT TO LEASE (Extending Term, Modifying Rent and Amending Lease)
New Relic, Inc. • November 8th, 2017 • Services-prepackaged software

THIS FOURTH AMENDMENT TO LEASE (“Amendment”) is executed as of the 1st day of November, 2017, between 188 SPEAR STREET LLC, a Delaware limited liability company (“Landlord”) and NEW RELIC, INC., a Delaware corporation (“Tenant”).

FIFTH AMENDMENT TO LEASE (Confirming letter of credit amount)
New Relic, Inc. • February 7th, 2018 • Services-prepackaged software

THIS FIFTH AMENDMENT TO LEASE (“Amendment”) is executed as of the 29th day of December, 2017, between 188 SPEAR STREET LLC, a Delaware limited liability company (“Landlord”) and NEW RELIC, INC., a Delaware corporation (“Tenant”).

April 17, 2023 JANA Partners LLC
New Relic, Inc. • April 18th, 2023 • Services-prepackaged software
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