ELASTIC B.V. Ordinary Shares Underwriting AgreementUnderwriting Agreement • September 24th, 2018 • Elastic N.V. • Services-prepackaged software • New York
Elastic B.V., a private company with limited liability organized under the laws of the Netherlands1 the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as Representatives (“you” or the “Representatives”), an aggregate of [ ] ordinary shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional ordinary shares (the “Optional Shares”) of the ordinary shares in the share capital of the Company (“Stock”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
ELASTICSEARCH, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • September 5th, 2018 • Elastic N.V. • Services-prepackaged software • California
This Change in Control and Severance Agreement (the “Agreement”) is made between Elasticsearch, Inc. (the “Company”) and Janesh Moorjani (the “Executive”), effective as of 1 August 2018 (the “Effective Date”).
ELASTIC N.V. 4.125% Senior Notes due 2029 Purchase AgreementElastic N.V. • July 6th, 2021 • Services-prepackaged software • New York
Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S.
ELASTICSEARCH, INC. Confirmatory Employment LetterLetter Agreement • September 5th, 2018 • Elastic N.V. • Services-prepackaged software
This letter agreement (the “Agreement”) is entered into between Elasticsearch, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment.
ELASTICSEARCH, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 2nd, 2022 • Elastic N.V. • Services-prepackaged software • California
This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of September 9, 2022 (the “Effective Date”) by and between Elasticsearch, Inc. (the “Company”), Elastic N.V. (the “Parent”) and Shay Banon (“Executive”).
STANDARD OFFICE LEASEStandard Office Lease • September 5th, 2018 • Elastic N.V. • Services-prepackaged software
FIRST AMENDMENT DATED MARCH 30, 2015 TO THE LEASE DATED JULY, 9, 2014 (the “ORIGINAL LEASE”) BY AND BETWEEN ASSET GROWTH PARTNERS, L.P. as LESSOR and ELASTICSEARCH, INC., as LESSEEThe Lease • September 5th, 2018 • Elastic N.V. • Services-prepackaged software
ELASTICSEARCH, INC. Confirmatory Employment LetterAaron Katz • September 5th, 2018 • Elastic N.V. • Services-prepackaged software • California
This letter agreement (the “Agreement”) is entered into between Elasticsearch, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment.
ELASTICSEARCH GLOBAL B.V. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 5th, 2018 • Elastic N.V. • Services-prepackaged software • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of July 19, 2016, by and among Elasticsearch Global B.V., a Dutch private company with limited liability (the “Company”), Steven Schuurman (on behalf of CMXI B.V. and IXII B.V.), Shay-Shalom Banon (on behalf of Northface C.V.), Uri Bones, Simon Willnauer (on behalf of Flonkings Search GmbH), Roderick Albert Johnson and Nicholas C. White (on behalf of The White Family Trust, dated July 12, 2016) (collectively, the “Founders”), the holders of outstanding Convertible Preference Shares A, Convertible Preference Shares B and Convertible Preference Shares C of the Company listed on Schedule 1 hereto (collectively, the “Existing Preferred Holders”) and the subscribers of Convertible Preference Shares D of the Company listed on Schedule 2 hereto (the “New Investors” and, together with the Existing Preferred Holders, the “Investors”).
ELASTIC N.V. FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 24th, 2018 • Elastic N.V. • Services-prepackaged software
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [date] between Elastic N.V., a public limited liability company incorporated under the laws of the Netherlands (the “Company”), and [name] (“Indemnitee”).
SECOND AMENDMENT DATED SEPTEMBER 16, 2015 TO THE LEASE DATED JULY 9, 2014 THE “ORIGINAL LEASE” AND FIRST AMENDMENT DATED MARCH 30, 2015, BY AND BETWEEN ASSET GROWTH PARTNERS, L.P. as LESSOR and ELASTICSEARCH, INC., as LESSEEThe Lease • September 5th, 2018 • Elastic N.V. • Services-prepackaged software
This Second Amendment dated September 16, 2015, shall serve to amend the terms of the Original Lease and First Amendment as follows:
SUPPORT AGREEMENTSupport Agreement • June 5th, 2019 • Elastic N.V. • Services-prepackaged software • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of [ ], 2019, is by and between Elastic N.V., a Dutch public limited company (naamloze vennootschap) (“Acquiror”) and [Stockholder Name] (the “Stockholder”).
THIRD AMENDMENT DATED APRIL 18, 2018 TO THE LEASE DATED JULY 9, 2014 THE “ORIGINAL LEASE” THE FIRST AMENDMENT DATED MARCH 30, 2015, AND THE SECOND AMENDMENT DATED SEPTEMBER 16, 2015 BY AND BETWEEN ASSET GROWTH PARTNERS, L.P. as LESSOR and...Elastic N.V. • September 5th, 2018 • Services-prepackaged software
This Third Amendment dated April 18, 2018, shall serve to amend the terms of the Original Lease, the First Amendment and the Second Amendment as follows:
FOURTH AMENDMENT DATED DECEMBER 27, 2019 TOElastic N.V. • June 25th, 2021 • Services-prepackaged software
SUPPORT AGREEMENTSupport Agreement • June 5th, 2019 • Elastic N.V. • Services-prepackaged software • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of June 5, 2019, is by and between Endgame, Inc., a Delaware corporation (“Target”) and the undersigned shareholder (the “Shareholder”).
CONTRACT OF EMPLOYMENTContract of Employment • September 1st, 2023 • Elastic N.V. • Services-prepackaged software • England
This Contract, along with the Change in Control and Severance Agreement between you, Elasticsearch, Inc. and Elastic N.V. (the “Parent”) and the Assignment of Technology Agreement between you and Elasticsearch Global B.V. dated 3 September 2012, constitutes the entire agreement between you and any company in the Group and supersedes any prior agreement or arrangement in respect of the employment relationship between you and the Group from the Commencement Date, including the US employment agreement dated 9 September 2022, the Notice of Key Terms of Employment with Elastic Technologies (Israel) Limited, the Proprietary Information and Inventions Assignment Agreement dated 9 September 2022 and the Confidential Information and Invention Assignment Agreement between you and Elasticsearch, Inc. dated 4 September 2018.
Re: Separation and Transition AgreementSupplemental Release • February 26th, 2020 • Elastic N.V. • Services-prepackaged software • California
This Agreement summarizes the terms of your separation from the Company and release between you and the Company. The purpose of this Agreement is to establish an amicable arrangement for ending your employment relationship, for you to release the Company of any claims and to resolve any disputes you may have with the Company regarding your employment or separation from that employment, and to permit you to receive severance pay and related benefits to the extent specified below. With these understandings, and in exchange for the promises of you and the Company as set forth below, you and the Company agree as follows:
AGREEMENT AND PLAN OF REORGANIZATION by and among ELASTIC N.V. AVENGERS ACQUISITION CORP. ENDGAME, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, as Securityholder Representative June 5, 2019Agreement and Plan of Reorganization • June 5th, 2019 • Elastic N.V. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of June 5, 2019 (the “Agreement Date”) by and among Elastic N.V., a Dutch public limited company (naamloze vennootschap) (“Acquiror”), Avengers Acquisition Corp., a Delaware corporation and direct wholly-owned subsidiary of Acquiror (“Merger Sub”), Endgame, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, as solely in its capacity as the representative, agent and attorney-in-fact of the Securityholders (the “Securityholder Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to such terms in Annex A.
ELASTIC N.V. AMENDED AND RESTATED 2012 STOCK OPTION PLAN PERFORMANCE UNIT AGREEMENT NOTICE OF PERFORMANCE UNIT GRANTPerformance Unit Agreement • September 1st, 2023 • Elastic N.V. • Services-prepackaged software • Delaware
Unless otherwise defined herein, the terms defined in the Elastic N.V. Amended and Restated 2012 Stock Option Plan (the “Plan”) will have the same defined meanings in this Performance Unit Agreement, which includes the Notice of Performance Unit Grant (the “Notice of Grant”), the Performance Goal attached hereto as Schedule I, the Terms and Conditions of Performance Unit Grant, attached hereto as Exhibit A, including any additional terms and conditions for Participant’s country set forth in the country addendum thereto (the “Country Addendum”), and all other exhibits and appendices attached hereto (all together, the “Award Agreement”).
ELASTIC N.V. AMENDED AND RESTATED 2012 STOCK OPTION PLAN PERFORMANCE UNIT AGREEMENT NOTICE OF PERFORMANCE UNIT GRANTPerformance Unit Agreement • June 14th, 2024 • Elastic N.V. • Services-prepackaged software • Delaware
Unless otherwise defined herein, the terms defined in the Elastic N.V. Amended and Restated 2012 Stock Option Plan (the “Plan”) will have the same defined meanings in this Performance Unit Agreement, which includes the Notice of Performance Unit Grant (the “Notice of Grant”), the Performance Goal attached hereto as Schedule I, the Terms and Conditions of Performance Unit Grant, attached hereto as Exhibit A, including any additional terms and conditions for Participant’s country set forth in the country addendum thereto (the “Country Addendum”), and all other exhibits and appendices attached hereto (all together, the “Award Agreement”).
ContractElastic N.V. • August 8th, 2018 • Services-prepackaged software
English Summary of Amendment I (dated 2 September 2014) between Trifork B.V. and Mr. B. Smeets (the “Lessor”) and Elasticsearch B.V. (the “Tenant”), amending the lease agreement dated 30 October 2012 (“Original Lease”).
ContractElastic N.V. • September 5th, 2018 • Services-prepackaged software
English Summary of Amendment II (dated 1 June 2016) between Trifork B.V. and Mr. P. Meijer (the “Lessor”) and Elasticsearch B.V. (the “Tenant”), amending the lease agreement dated 30 October 2012 (“Original Lease”) and Amendment I to the Original Lease dated 2 September 2014 (“Amendment I”).
ELASTIC N.V. AMENDED AND RESTATED 2012 STOCK OPTION PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANTRestricted Stock Unit Agreement • June 14th, 2024 • Elastic N.V. • Services-prepackaged software • Delaware
Unless otherwise defined herein, the terms defined in the Elastic N.V. Amended and Restated 2012 Stock Option Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement, which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A, including any additional terms and conditions for Participant’s country set forth in the country addendum thereto (the “Country Addendum”), and all other exhibits and appendices attached hereto (all together, the “Award Agreement”).
ContractElastic N.V. • September 5th, 2018 • Services-prepackaged software
English Summary of Amendment I (dated 2 September 2014) between Trifork B.V. and Mr. B. Smeets (the “Lessor”) and Elasticsearch B.V. (the “Tenant”), amending the lease agreement dated 30 October 2012 (“Original Lease”).
ELASTICSEARCH, INC. Confirmatory Employment LetterKevin Kluge • August 8th, 2018 • Elastic N.V. • Services-prepackaged software • California
ContractElastic N.V. • August 8th, 2018 • Services-prepackaged software
English Summary of Amendment II (dated 1 June 2016) between Trifork B.V. and Mr. P. Meijer (the “Lessor”) and Elasticsearch B.V. (the “Tenant”), amending the lease agreement dated 30 October 2012 (“Original Lease”) and Amendment I to the Original Lease dated 2 September 2014 (“Amendment I”).
ELASTICSEARCH, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • December 2nd, 2022 • Elastic N.V. • Services-prepackaged software • California
This Change in Control and Severance Agreement (the “Agreement”) is made between Elasticsearch, Inc. (the “Company”), Elastic N.V., the parent corporation of the Company (“Elastic N.V.”) and [______] (the “Executive”), effective as of _________________, (the “Effective Date”).
