Ordering Document



 Exhibit 10.21 

 

 

  

			
	Your Name:	 	NetSuite, Inc.
	Your Location:	 	2955 Campus Drive
		 	Suite 100
		 	San Mateo, CA 94403

 ORACLE CONTRACT INFORMATION

  

			
	Agreement	    	Oracle License and Services Agreement
	Agreement Name	    	US-TERM-OLSAv040407-NETSUITE INC-11365829-27-MAY-07


This ordering document incorporates by reference the terms of the agreement specified above (the “agreement”). 

 

	A.	PROGRAMS AND SERVICES 

 NetSuite, Inc. has
ordered the program licenses and 12 months of technical support services described below. Listed below is a summary of net fees due under this ordering document. These fees are exclusive of any applicable shipping charges or applicable taxes.

 The programs designated below with an asterisk (“*”) are for use on an unlimited number of Processors for a forty-two
(42) month term, subject to the fixing requirements and all other terms and conditions of this ordering document (each such program being referred to as an “Unlimited Deployment Program” and collectively as the “Unlimited
Deployment Programs”). 
 The programs designated below with two asterisks (“**”) are for use on up to the number of Processors
specified below (“Maximum Quantity”) for a forty-two (42) month term, subject to the fixing requirements and all other terms and conditions of this ordering document (each such program being referred to as a “Capped Deployment
Program” and collectively as the “Capped Deployment Programs”). 
 The Unlimited Deployment Programs and the Capped Deployment
Programs are collectively referred to herein as the “Deployment Programs.” 

  
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 All fees on this ordering document are U.S dollars. 

 

					
	 Product Description / License Type
	  	Quantity	 
	 *Oracle Database Enterprise Edition – Processor Perpetual
	  	 	Unlimited	  
	 **Oracle Real Application Clusters – Processor Perpetual
	  	 	Up to 100	  
	 *Oracle Partitioning – Processor Perpetual
	  	 	Unlimited	  
	 *Oracle Diagnostic Management Pack – Processor Perpetual
	  	 	Unlimited	  
	 *Oracle Tuning Management Pack – Processor Perpetual
	  	 	Unlimited	  
	 *Internet Application Server Java Edition – Processor Perpetual
	  	 	Unlimited	  
	 *Coherence Grid Edition – Processor Perpetual
	  	 	Unlimited	  
	 **Coherence Real Time Client – Processor Perpetual
	  	 	Unlimited	  
	 **Data Mining – Processor Perpetual
	  	 	Up to 20	  
		
	  	  	Net Fees	 
	 Net License Fees:
	  	$	4,200,000.00	  
	 Net Technical Support Fees:
	  	$	1,446,173.45	  
		  	 	 	 
	 Total Net Fees
	  	$	5,646,173.45	  
		  	 	 	 


  
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	B.	GENERAL TERMS 

  

	1.	Commencement Date 

 All
program licenses and the period of performance for all services are effective upon shipment of tangible media or upon the effective date of this ordering document if shipment of tangible media is not required. 

 

	2.	Territory 

 The program
licenses and services described in section A are for use worldwide, subject to U.S. export laws. To enable Oracle to provide services and accurately report revenue for tax purposes, it is estimated that the program licenses listed in section A shall
be installed and/or accessed in each applicable country as listed on the attached Exhibit C Estimated Territory Usage. Your use of the programs is not limited to these estimates. 

 

	3.	Fees, Invoicing, and Payment Obligation 

  

	 	a.	All fees due under this ordering document shall be non-cancellable and the sums paid nonrefundable, except as provided in the agreement.


  

	 	b.	License and services fees are invoiced as of the commencement date. Service fees are invoiced in advance of the service performance; specifically, technical
support fees are invoiced annually in advance. The total annual technical support fees due under this ordering document and specified in section A above include the existing annual technical support fees for the Converted and Replaced Licenses (as
defined in section F.1 below) as well as the incremental technical support frees due for the program licenses specified in section A, including the licenses of the Deployment Programs. 


 

	 	c.	The technical support fees due under this ordering document shall be reduced by the amount of unused technical support associated with the Converted and Replaced
Licenses (as defined in section F.1 below), provided the invoices for such technical support have been paid in full. The amount of unused technical support as of 31-OCT-07 is $266,774.50 and represents an estimate of the technical support fee
credit. The actual support fee reduction will be processed as of the effective date of this ordering document. 

  

	 	d.	In addition to the fees listed in section A, Oracle will invoice you for any applicable shipping charges or applicable taxes. 


 

	 	e.	In entering into payment obligations under this ordering document, you agree and acknowledge that you have not relied on the future availability of any program
or updates. However, (a) if you order technical support for programs licensed under this ordering document, the preceding sentence does not relieve Oracle of its obligation to provide such technical support under this ordering document,
if-and-when available, in accordance with Oracle’s then current technical support policies; and (b) the preceding sentence does not change the rights granted to you for any program licensed under this ordering document, per the terms of
this ordering document and the agreement. 


  
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	 	f.	Provided that you comply with the delivery terms in the section B.4.a, Oracle shall not invoice you for sales tax pursuant to California law based on the net
license fees in section A for the programs delivered by electronic download; however, you agree to indemnify and hold Oracle harmless from and against any claims, losses, damages, costs, and expenses arising from imposition of sales tax based
on the net license fees for the programs licenses listed in section A. Oracle shall invoice you and you are required to pay any applicable taxes related to the net support fees (specifically Software Update License & Support fees) for
the ordered technical support services listed in section A. 

  

	4.	Delivery and Installation 

  

	 	a.	Oracle has made available to you for electronic download at the electronic delivery web site located at the following Internet
URL: http://edelivery.oracle.com/exempt the programs listed in section A. Through the Internet URL, you can access and electronically download to your California location a current production release as of the effective date below
of the software and related program documentation for each program listed in section A. You shall have 60 days from the effective date of this ordering document to complete the download of the software and program documentation. Please be
advised that not all programs are available on all hardware/operating system combinations. For current program availability please check the electronic delivery web site. Oracle is under no further delivery obligation under this ordering
document, electronic or otherwise. You agree to execute and return the attached Certificate of Electronic Delivery simultaneously with the execution and return of this ordering document. 


 

	 	b.	You shall be responsible for installation of the software. 

  

	5.	Total Support Stream 

 For
purposes of this ordering document, the “Total Support Stream” shall mean: (i) the existing technical support for the Converted and Replaced Licenses (as defined in section F.1 below); (ii) the technical support for the
Program licenses as specified in section A, including the Deployment Programs; (iii) technical support for all Oracle programs licensed by your merged or acquired entities, as described in section C.2 below; (iv) Existing Technical Support
for the Qualifying Entities (as defined below) and (v) technical support for any program licenses purchased under section D.1 (Price Hold). 
  

	6.	Customer Definition 


Notwithstanding anything to the contrary in the agreement, for purposes of this ordering document only, “you” and
“your” shall mean the company listed at the head of this ordering document and you will be the only entity allowed to use the Deployment Programs (as defined below) licensed under this ordering document. Except as provided for in
section C.4, none of your affiliates, majority or minority owned subsidiaries, parent companies, or any entities created through a divestiture or reorganization of your company may access or use any of the Deployment Programs and such programs may
not be used for the benefit of (i.e. to track or process the data of or for) such entities. 
  

	7.	Source Code 

 Oracle may
deliver source code as part of its standard delivery for particular programs; all source code delivered by Oracle is subject to the terms of the agreement, ordering document, and program documentation. 

 

	8.	Segmentation 

 The program
licenses provided in this ordering document are offered separately from any other proposal for consulting services you may receive or have received from Oracle and do not require you to purchase Oracle consulting services. 

  
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	9.	Customer Reference 


Oracle may orally refer to you as a customer in sales presentations and activities. Upon written consent from you, Oracle may refer
to you as a customer in written sales presentations and marketing vehicles. 
  

	10.	Order of Precedence 

 In
the event of any inconsistencies between the agreement and this ordering document, this ordering document shall take precedence. 
  

	C.	DEPLOYMENT 

  

	1.	Deployment Right 

  

	 	a.	General. In consideration of the payment to Oracle of the license and technical support fees specified in section A, for forty-two (42) months from the
effective date of this ordering document (or such earlier period as set forth below in sections C.1.c or C.3) (the “Deployment Period”), you will receive the right to use (i) the Unlimited Deployment Programs on an unlimited number of
Processors (the “Unlimited Deployment Right”) and (ii) the Capped Deployment Programs on up to the quantity of Processors specified (the “Capped Deployment Right”) (the Unlimited Deployment Right and the Capped Deployment
Right collectively referred to herein as the “Deployment Right”), provided that (a) your use of the Deployment Programs shall be in compliance with the terms of the agreement and this ordering document, and (b) you continuously
maintain the Total Support Stream. If at any time during the Deployment Period (including, without limitation, at the end of the Deployment Period as part of your certification of use of the Capped Deployment Programs pursuant to the certification
process set forth in section C.1.b below), your use of a program included in the Capped Deployment Programs exceeds the Maximum Quantity for such program then, upon each such occurrence, you must acquire additional licenses of such program and
technical support for such increased use. 

 On the date that is forty-two months from the effective date of this
ordering document (or earlier as set forth below in sections C.1.c or C.3), the Deployment Period and the Deployment Right shall terminate, and within thirty (30) days of such date that is forty-two months from the effective date of this
ordering document (or earlier as set forth in sections C.1.c or C.3) (the “Certification Date”), you and Oracle shall follow the certification process set forth in section C.1.b below. 

 

	 	b.	Certification Process. On the Certification Date (or Non-Compliance Certification Date, or Accelerated Acquisition Certification Date (as defined below), if
applicable), you shall furnish Oracle with a certification signed by a C-level executive of your company verifying the quantity of Processors on which the Deployment Programs are installed and running by you as of the date on which the Deployment
Period is terminated, (such certified quantity, the “Certified Deployment”). On the date the Deployment Period is terminated, as applicable, your quantity of Processor licenses for the programs in section A above shall be fixed and
limited as set forth in the Certified Deployment. 

 If upon the termination of the Deployment Period a Divested
Entity (as defined below) is using the temporary license rights permitted under the terms of section C.4, then for purposes of certifying your use of the Deployment Programs under the terms of this section C.1.b you may not count the program usage
of any such Divested Entity. 

  
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	 	c.	Breach of Deployment Terms. Upon the date that you first fail to meet any of the conditions specified in section C.1.a above (the “Non-Compliance
Date”), then the Deployment Period and the Deployment Right shall immediately terminate, the Certification Date shall be accelerated to 15 business days after the Non-Compliance Date (the “Non-Compliance Certification
Date”), and you and Oracle shall follow the certification process set forth in section C.1.b above. As of the Non-Compliance Date, your quantity of licenses for the programs in section A above will be fixed and limited as set forth in such
section C.1.b. 

 You shall not be entitled to any credit or refund as a result of such termination of the
Deployment Period. If your non-compliance is due to failure to maintain the Total Support Stream, your program licenses after the Non-Compliance Date and all desupported licenses will be subject to Oracle’s technical support pricing and
policies in effect on the Non-Compliance Date. 
  

	 	d.	Expiration or Termination of Deployment Period. Following the expiration or termination of the Deployment Period, your use of the programs licensed and certified
pursuant to the certification process set forth in section C.1.b will continue to be in accordance with the agreement and this ordering document. 

 Following the expiration or termination of the Deployment Period, and regardless of the quantity of program licenses in your Certified Deployment, your annual technical support fee for the programs
licensed under this ordering document shall be based on but shall in no event be less than the annual technical support fee you paid for such program licenses at the support renewal immediately prior to the expiration or termination of the
Deployment Period. 
 If at any time after the expiration or termination of the Deployment Period your use of the programs
licensed and certified pursuant to the certification process set forth in section C.1.b exceeds the Certified Deployment, then you must acquire additional licenses and technical support for such program(s) for such exceeded use in accordance with
Oracle’s then current prices and policies pursuant to section D. 1 below. 
 If at any time after the expiration or
termination of the Deployment Period your use of the programs licensed and certified pursuant to the certification process set forth in section C.1.b decreases such that such use is below the Certified Deployment, you shall not be entitled to a
refund or credit of any license and/or technical support fees paid under this ordering document. 
  

	 	e.	Restriction on Assignment. Notwithstanding anything to the contrary in the agreement, during the Deployment Period you may not assign the licenses of the
Deployment Programs acquired under this ordering document, or give or transfer an interest in them to another individual or entity. 

  

	2.	Acquisition or Merger 

 If
during the Deployment Period you acquire by merger or acquisition, more than fifty percent (50%) of the voting stock and/or assets of another entity (each such acquired entity shall individually be referred to as a “Majority Acquired
Entity”) then within thirty (30) days of the consummation of such merger or acquisition, you shall provide Oracle with a written certification, signed by an authorized C-level officer of your company, attesting to each of the below as
of the acquisition/merger closure date: (i) the gross annual revenue of such Majority Acquired Entity (each such Majority Acquired Entity’s gross annual revenue as of its acquisition/merger close date being referred to as its
“Increased Revenue”) and (ii) the quantities (regardless of license type or version) of any existing program licenses of the Deployment Programs possessed by such Majority Acquired Entity (the “Existing Program Licenses”)


  
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and the amount of the existing technical support fees for such Existing Program Licenses for such Majority Acquired Entity (the “Existing Technical Support Fees.”) If the Majority
Acquired Entity was a publicly traded company prior to its acquisition/merger closure date, then the certification in the preceding sentence shall be based on such Majority Acquired Entity’s gross annual revenue for the fiscal year as specified
in its annual report or Form 10K filed most recently prior to its acquisition/merger closure date. If such Majority Acquired Entity was a privately held company prior to the acquisition/merger closure date, then the certification required by the
first sentence above shall be based upon a certification by an authorized officer of your company that is provided to Oracle as part of the written certification set forth in the first sentence of this paragraph. 

During the Deployment Period, upon Oracle’s request, you must provide a list of all of your Majority Acquired Entities and relevant
information regarding each for purposes of determining your compliance with this section C.2, provided, however, that this does not relieve any of your obligations under this section C.2. 

Upon certification of a Majority Acquired Entity’s Increased Revenue, the following terms and conditions shall apply: 

 

	 	a.	Majority Acquired Entities Included in the Deployment Right. A Majority Acquired Entity shall be included in your Deployment Right for the remainder of the
Deployment Period, subject to the terms and conditions of this ordering document and the agreement, provided that, as of the date of the acquisition/merger closure date of the applicable Majority Acquired Entity, (1) you have continuously
maintained the Total Support Stream, (2) the Increased Revenue for such Majority Acquired Entity plus the aggregate Increased Revenues for all Qualifying Entities (as defined below) is equal to or less than $6,700,000.00, (3) you and such
Majority Acquired Entity comply with the requirements of section C.2.c below with respect to any Existing Program Licenses and Existing Technical Support Fees of such Majority Acquired Entity. Each Majority Acquired Entity that is included in the
Deployment Right under the terms of this section shall be referred to individually as a Qualifying Entity” and collectively as the “Qualifying Entities.” 


 

	 	b.	Majority Acquired Entities not included in the Deployment Right. A Majority Acquired Entity shall not be included in the Deployment Right if any of the
conditions of section C.2.a above are not satisfied with respect to such Majority Acquired Entity. Each Majority Acquired Entity that is excluded from your Deployment Right under the terms of this section shall be individually referred to as an
“Excluded Entity” and collectively as the “Excluded Entities.” Excluded Entities shall have no right to access or use the Deployment Programs, and the Deployment Programs may not be accessed or used for the benefit of any such
Excluded Entity. An Excluded Entity may separately acquire program licenses and technical support from Oracle for use by such Excluded Entity in accordance with Oracle’s then current prices and policies. If an Excluded Entity owns any Existing
Program Licenses, then such Excluded Entity must maintain Existing Technical Support Fees in order for you to maintain your Deployment Right. 

  

	 	c.	 Technical Support for Majority Acquired Entities. Prior to a Qualifying Entity’s inclusion in your Deployment Right, each such Qualifying
Entity will be required to convert and replace all of its Existing Program Licenses, in accordance with Oracle’s then current migration and technical support policies. In addition, you acknowledge and agree that (1) prior to a Qualifying
Entity’s inclusion in your Deployment Right, you must execute with Oracle an amendment to this ordering document pursuant to which the Qualifying Entity’s Existing Technical Support Fees will be added to the Total Support Stream and
(2) such Existing Technical Support Fees must be maintained as 



  
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part of the Total Support Stream in order for you to maintain your Deployment Right. Reinstatement fees and/or back support fees shall apply if technical support for any Existing Program Licenses
has lapsed. 


 A Qualifying Entity whose Existing Program License are converted and replaced pursuant to this
section (1) will no longer have any right to use such Existing Program Licenses, (2) will not be permitted to reinstate such Existing Program Licenses, and (3) will not be entitled to a credit or refund of license fees as a result of
such Existing Program Licenses being converted and replaced. 
  

	 	d.	Acquisition of Minority Ownership. If you acquire an entity and become the minority owner of such entity (i.e. ownership of 50% or less of the assets and/or
voting shares of an entity), then such entity shall not be included in your Deployment Right and shall not be entitled to access or use the Deployment Programs and the Deployment Programs may not be accessed or used for the benefit of such entities.


  

	3.	Upon Your Acquisition 

 If
you are acquired during the Deployment Period, the Deployment Period and the Deployment Right shall terminate upon the acquisition closure date, the Certification Date shall be accelerated to thirty (30) business days after the acquisition
closure date (the “Accelerated Acquisition Certification Date”), and you and Oracle shall follow the certification process set forth in section C.1.b above. As of the acquisition closure date, your quantity of licenses for the
programs in section A above will be fixed and limited as set forth in such section C.1.b. 
 Neither you nor the acquiring entity
shall be entitled to any credit or refund as a result of such early termination of the Deployment Period. 
  

	4.	Divestiture 

 If another
company is created through a divestiture or reorganization of your business (“Divested Entity”), then upon written notice to Oracle such Divested Entity may use a portion of the licenses of the Deployment Programs acquired under
this ordering document during the Deployment Period for up to (6) months following the closing date of such divestiture or reorganization, except as set forth below, (the “Divestiture Period”) provided that: (a) the
Divested Entity is not a competitor of Oracle, (b) the Divested Entity agrees in writing to the terms and conditions of the agreement and this ordering document, and (c) the Divestiture Period shall not extend beyond the Deployment Period
(i.e., the Divestiture Period shall terminate at the end of the Deployment Period). During the Divestiture Period, the Divested Entity may use the programs only for either their business operations or your business operations. At the end of the
Divestiture Period, the Divested Entity shall have no rights under this ordering document. If the Divested Entity wishes to continue its use of the Deployment Programs beyond the Divestiture Period, the Divested Entity must acquire licenses and
technical support for the same (in accordance with Oracle’s then current prices and policies) pursuant to a mutually agreeable license agreement and ordering document with Oracle, which will govern its use of the programs. 

 

	D.	FUTURE PURCHASES 

  

	1.	Price Hold 

  

	 	a.	For a period of four (4) from the effective date of this ordering document, you may order licenses for the programs (and first year of Software License
Update & Support for the programs) at the appropriate license and support fees specified on the attached Price Hold Exhibit (Exhibit A), provided (i) such programs are available in production release when ordered, and (ii) you
have continuously maintained the Total Support Stream. 


  
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	 	b.	Each order placed pursuant to this section must be at least $25,000.00 in net license fees. Your purchase on any such order of programs and/or license types that
are not listed on the attached Price Hold Exhibit will also count towards this minimum purchase amount. 

  

	 	c.	Each order placed pursuant to this section will specify Oracle’s delivery obligation. If the order specifies delivery, the programs will be delivered via
electronic download. If electronic download is not possible or otherwise agreed to the parties, tangible media will be delivered. Whenever the delivery of tangible media is required, you are charged for media and the shipping terms are FCA: Shipping
Point, Pre-paid and Add. 

  

	 	d.	All technical support for program licenses acquired under the terms of this section shall be deemed part of the Total Support Stream. 


 

	E.	MODIFICATIONS TO THE TERMS OF THE AGREEMENT 

 The following modifications to the agreement apply only to this ordering document: 
  

	1.	Replace the first sentence of the third paragraph of the Technical Support section with the following: 


“Software Update License & Support (or any successor technical support offering to Software Update License &
Support, “SULS”) acquired with your order may be renewed annually and, if you renew SULS for the same number of licenses for the same Programs, for the first, second, and third renewal years the fee for SULS will not increase over the
prior year’s fees. If you renew SULS for the same number of licenses for the same Programs for the fourth and fifth renewal year, the fee for SULS will not increase by more than 3% over the prior year’s fees. For the purposes of the
initial, first renewal year, the amount of the prior year’s fees shall be equal to $1,446,173.45.” 
  

	F.	OTHER 

  

	1.	Converted and Replaced Licenses 

  

	 	a.	General. In connection with the Deployment Right granted under this ordering document, all licenses of any versions or releases of the Deployment Programs that
were acquired by you prior to the effective date of this ordering document shall be converted and replaced as of the effective date of this ordering document (the “Converted and Replaced Licenses”). The Converted and Replaced
Licenses are specified on the attached Converted and Replaced Licenses Exhibit (Exhibit B). You will no longer have any right to use the Converted and Replaced Licenses, nor will you be permitted to reinstate the Converted and Replaced Licenses. You
shall not be entitled to a credit or refund of license fees for the Converted and Replaced Licenses. 

  

	 	b.	 Omitted Restated Licenses. The parties agree that they have worked in good faith to list on the Converted and Replaced Licenses Exhibit all
licenses of any versions or releases of the Deployment Programs that were acquired by you prior to the effective date of this ordering document. However, the parties acknowledge that some of such licenses may have been inadvertently omitted
(“Omitted Licenses”) from the Converted and Replaced Licenses Exhibit and that technical support fees associated with the Omitted Licenses were therefore excluded from the Total Support Stream. If at




  
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any time following the effective date of this ordering document either you or Oracle discovers any Omitted Licenses, then the parties agree that: (i) you will continue to pay all
technical support fees due in connection with the Omitted Licenses during the Deployment Period, and (ii) the parties will amend this ordering document to add the Omitted Licenses to the Converted and Replaced Licenses Exhibit and to
include the technical support fees associated with the Omitted Licenses in the Total Support Stream. You shall not be entitled to a refund or credit of any license and/or technical support fees as the result of any adjustment specified herein.



  

	2.	Internet Hosting 


Notwithstanding the terms of the agreement, subject to and as further specified in section F.3, you shall have the right to use the
Deployment Programs licensed under this ordering document for the purpose of providing internet hosting services to end users. You may allow such end users to access the Deployment Programs hosted at a site which is separate and apart from your end
user, for the end user's business operations and/or to provide services to third parties using the Deployment Programs, provided that all such use shall be subject to the terms of this ordering document and the agreement. The Deployment Programs may
not be installed at the end user’s site. You shall not resell or assign your program license to the end user and you shall not provide the end user with access to any Oracle E-Business Suite programs. You agree to be financially responsible to
Oracle for all damages or losses resulting from the end user's breach of these terms. The personnel accessing and computers running the Deployment Programs shall be included in determining the quantity of program licenses deployed by you.

  

	3.	Limited Use Proprietary Programs 

 If the Deployment Programs listed in section A are used for internet hosting purposes as specified in section F.2, they are limited use proprietary programs and may only be used with your proprietary
application(s) as defined on Exhibit D, Proprietary Application Hosting Registration Form. 
  

							
	Technical Contact	 	Dave Lipscomb	 	Contract Administrator	  	Dave Lipscomb
				
	Location	 	 2955 Campus Drive
 Suite
100
 San Mateo, CA 94403
	 	Location	  	 2955 Campus Drive
 Suite
100
 San Mateo, CA 94403

				
	Contact	 		 	Contact	  	
	Phone	 	650.627.1000	 	Phone	  	650.627.1000
	Email Address	 	dlipscom@netsuite.com	 	Email Address	  	dlipscom@netsuite.com

 This quote is valid through
October 31, 2007, and shall become binding upon execution by you and acceptance by Oracle. 
  

									
	NetSuite, Inc.	 		 	ORACLE USA, INC.
	Signature	 	 /s/ James McGeever
	 		 	Signature	 	 /s/ Kindra L. Gaunt

	Name	 	James McGeever	 		 	Name	 	Kindra L. Gaunt
	Title	 	CFO	 		 	Title	 	Manager, License Contracts
	Signature Date	 	31-Oct-07	 		 	Signature Date	 	October 31, 2007
	Effective Date	 	31-Oct-07 (to be completed by Oracle)	 		 		 	


  
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 PRICE HOLD 
 EXHIBIT A 
  

													
	 Program
	  	Quantity	 	  	License Fee	 	  	Software Update
License 
& Support
Fee	 
	 Oracle Database Enterprise Edition – Processor
	  	 	1	  	  	 	14,000.00	  	  	 	3,080.00	  
	 Oracle Real Application Clusters – Processor
	  	 	1	  	  	 	7,000.00	  	  	 	1,540.00	  
	 Oracle Partitioning – Processor
	  	 	1	  	  	 	3,500.00	  	  	 	770.00	  
	 Oracle Diagnostic Management Pack – Processor
	  	 	1	  	  	 	1,050.00	  	  	 	231.00	  
	 Oracle Tuning Management Pack – Processor
	  	 	1	  	  	 	1,050.00	  	  	 	231.00.	  
	 Internet Application Server Java Edition – Processor
	  	 	1	  	  	 	5,000.00	  	  	 	1,100.0	  
	 Coherence Grid Edition – Processor
	  	 	1	  	  	 	20,000.00	  	  	 	4,400.00	  
	 Coherence Real Time Client – Processor
	  	 	1	  	  	 	2,000.00	  	  	 	440.00	  
	 Data Mining – Processor
	  	 	1	  	  	 	20,000.00	  	  	 	4,400.00	  


  
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 Exhibit B 
 CONVERTED AND REPLACED LICENSES EXHIBIT 
  

							
	 Existing License
	  	 Existing

Quantity
	  	 Existing Metric
	  	 CSI #

	 Oracle Database Enterprise Edition
	  	28	  	Processor	  	14437688
	 Internet Application Server Java Edition
	  	70	  	Processor	  	14437688
	 Oracle Database Enterprise Edition
	  	174	  	Processor	  	14437688
	 Oracle Database Enterprise Edition
	  	18	  	Processor	  	14437688
	 Oracle Database Enterprise Edition
	  	60	  	Processor	  	15487628
	 Internet Application Server Java Edition
	  	30	  	Processor	  	15487628
	 Internet Application Server Java Edition
	  	36	  	Processor	  	13489791


  
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 Exhibit C 
 ESTIMATED WORLDWIDE USAGE 
 USA 

 

					
	 Program
	  	 License Quantity
	  	 License Type

	 Oracle Database Enterprise Edition
	  	Unlimited	  	Processor
	 Oracle Real Application Clusters
	  	100	  	Processor
	 Oracle Partitioning
	  	Unlimited	  	Processor
	 Oracle Diagnostic Management Pack
	  	Unlimited	  	Processor
	 Oracle Tuning Management Pack
	  	Unlimited	  	Processor
	 Internet Application Server Java Edition
	  	Unlimited	  	Processor
	 Coherence Grid Edition
	  	Unlimited	  	Processor
	 Coherence Real Time Client
	  	Unlimited	  	Processor
	 Data Mining
	  	20	  	Processor


  
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 Certificate of Electronic Delivery 

This Certificate of Electronic Delivery is executed as of the effective date set forth below by NetSuite, Inc. (“you”) and relates to the
electronic delivery of certain software programs provided by Oracle USA, Inc. (“Oracle”). This Certificate of Electronic Delivery shall be governed by the terms of the Oracle License and Services Agreement v040407 between you and Oracle
dated 27-MAY-07 (the “agreement”). 
  

	1.	As of the date of this Certificate of Electronic Delivery, you agree that Oracle has provided you with an Internet URL through which you can download all the programs
provided in the ordering document between Oracle and you dated 10/31, 2007 (the “ordering document”). You will have 60 days from the effective date of the ordering document to complete your download of the programs provided.


  

	2.	You agree that Oracle has completed all of the delivery responsibilities required by the ordering document and the agreement and no additional shipment of the programs
on tangible media (CD’s, Disks, Tapes, etc.) shall be provided or is required. 

 The Effective Date of this Certificate of
Electronic Delivery is 10/31, 2007. 
  

			
	NetSuite, Inc.
		
	By:	 	 /s/ James McGeever

		
	Name:	 	James McGeever
		
	Title:	 	CFO


  
 Page 14










 

 

 AMENDMENT ONE 
 ORACLE CONTRACT INFORMATION 
 This amendment amends the Oracle License and Services
Agreement V040407, dated May 27, 2007, and all amendments and addenda thereto (the “agreement”) between NetSuite, Inc. (you) and Oracle USA, Inc. (“Oracle”). 
 The parties agree to amend the agreement as follows: 
  

	1.	Section B Applicability of Agreement 

 Delete the sentence under Section B Applicability of Agreement, and replace with the following: 
 “You may place orders under this agreement for four years, five months (4 years, 5 months) from the effective date of this agreement.” 
 Subject to the modifications herein, the agreement shall remain in full force and effect. 
 The
effective date of this amendment is 10/31, 2007. 
  

									
	NetSuite, Inc.	 		 	ORACLE USA, INC.
					
	Authorized Signature:	 	 /s/ James McGeever
	 		 	Authorized Signature:	 	  

	Name:	 	James McGeever	 		 	Name:	 	  

	Title:	 	CFO	 		 	Title:	 	  

	Signature Date:	 	10/31/07	 		 	Signature Date:	 	  



  
 Page 15









 Exhibit D 
 PROPRIETARY APPLICATION HOSTING REGISTRATION FORM 
  

			
	Name of commercially available application/service offering:	 	
		
	Application/service description (please provide as much detail as possible):	 	
		
	Application description including the fFunctions and objectives of the application/service offering (please provide as much detail as possible):	 	
		
	 Application architecture (please provide a detailed description as to how the application will interact with the Oracle database, i.e.
web based, multiplexing, client/server, etc.):
  
 Does your application run
on JAVA?
 (yes or no)
	 	
		
	Physical location of the hardware and software being hosted:	 	
		
	Target Markets and users:	 	
		
	Expected number of end user companies:	 	


  
 Page 16










 

 

 AMENDMENT ONE TO THE ORDERING DOCUMENT 

ORACLE CONTRACT INFORMATION 
 This document (“Amendment One”) amends the ordering document dated October 31, 2007, between NetSuite, Inc. (“you”) and Oracle USA, Inc. (“Oracle”).
All terms used but not otherwise defined in this Amendment One shall have the meanings given to such terms in the ordering document. 
 WHEREAS, subject to the terms and conditions of this Amendment One, the parties desire to amend the ordering document as follows: 

 

	 	•	 	 Add to the Unlimited Deployment Programs, the program set forth on Exhibit A to this Amendment One (the “Additional Unlimited Deployment
Program”). 


 WHEREAS, the parties also desire to amend and update certain other provisions of the
ordering document, as set forth below. 
 NOW, THEREFORE, in consideration of the representations and agreements contained in
this Amendment One and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the ordering document as follows: 

1. CHANGES TO THE ORDERING DOCUMENT 
 The ordering document shall be amended as follows: 
 a. Delete the Product
Description/License Type table in section A of the ordering document in its entirety and replace it with the following: 
  

			
	 Product Description / License Type
	  	 Quantity

		
	 *Oracle Database Enterprise Edition – Processor Perpetual
	  	Unlimited
		
	 **Oracle Real Application Clusters – Processor Perpetual
	  	Up to 100
		
	 *Oracle Partitioning – Processor Perpetual
	  	Unlimited
		
	 *Oracle Diagnostic Management Pack – Processor Perpetual
	  	Unlimited
		
	 *Oracle Tuning Management Pack – Processor Perpetual
	  	Unlimited
		
	 *Internet Application Server Java Edition – Processor Perpetual
	  	Unlimited
		
	 *Coherence Grid Edition – Processor Perpetual
	  	Unlimited
		
	 *Coherence Real Time Client – Processor Perpetual
	  	Unlimited
		
	 **Data Mining – Processor Perpetual
	  	Up to 20


  

					
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	 *WebLogic Server Standard Edition - Processor Perpetual
	  	Unlimited

 b. Add to the
end of the first sentence in section B.5 the following: “and (vi) the Amendment One Technical Support (as defined in Amendment One to this ordering document).” 
 2. FEES, INVOICING AND PAYMENT OBLIGATIONS UNDER THIS AMENDMENT ONE 
 In
consideration of the rights granted under this Amendment One, you agree to pay Oracle the license and first year technical support fees set forth in the table below. 
  

					
	 Net Fees
	   

	 License Fees
	  	 	210,000.00	  
	 Technical Support Attributable to the Programs Acquired under this Amendment One
	  	 	46,200.00	  
	 Total Net Fees
	  	$	256,200.00	  

 All fees on
this Amendment One are in U.S. Dollars. All program licenses and the period of performance for all services acquired under this Amendment One are effective upon shipment of tangible media or upon the effective date of this Amendment One if shipment
of tangible media is not required (such effective date being referred to as the “commencement date”). 
 All fees
under this Amendment One are non-cancelable and the sums paid nonrefundable, except as provided in the agreement. License and services fees are invoiced as of the commencement date. Services fees are invoiced in advance of the service performance;
specifically, technical support fees are invoiced annually in advance. In addition to the fees listed in this section, Oracle will invoice you for any applicable shipping charges or applicable taxes. 

In entering into payment obligations under this Amendment One, you agree and acknowledge that you have not relied on the future
availability of any program or updates. However, (a) if you order technical support for programs licensed under this Amendment One, the preceding sentence does not relieve Oracle of its obligation to provide such technical support under this
Amendment One if-and-when available, in accordance with Oracle’s then current technical support policies, and (b) the preceding sentence does not change the rights granted to you for any program licensed under this Amendment One, per the
terms of this Amendment One, the ordering document, and the agreement. The program licenses provided in this Amendment One are offered separately from any other proposal for consulting services you may receive or have received from Oracle and do not
require you to purchase Oracle consulting services. 
 Provided that you comply with the delivery terms in the Delivery section
below, Oracle shall not invoice you for sales tax pursuant to California law based on the net license fees in section 2 of this Amendment One above for the programs delivered by electronic download; however, you agree to indemnify and hold Oracle
harmless from and against any claims, losses, damages, costs, and expenses arising from imposition of sales tax based on the net license fees for the programs licenses listed in section 2 above and Exhibit A of this Amendment One. Oracle shall
invoice you and you are required to pay any applicable taxes related to the net support fees (specifically Software Update License & Support fees) for the ordered technical support services listed in section 2 of this Amendment One.

 3. DELIVERY 
 Oracle has made available to you for electronic download at the electronic delivery web site located at the following Internet URL: http://edelivery.oracle.com/exempt the programs listed in Exhibit A of
this Amendment One. Through the Internet URL, you can access and electronically download to your California location the current production release as of the effective date below of the software and related program documentation for each program
listed in Exhibit A of this Amendment One. You shall have 60 days from the effective date of this Amendment One to complete the download of the software and program documentation. Please be advised that not all programs are available on all
hardware/operating system combinations. For current program availability please check the electronic delivery website. You agree to execute and return the attached Certificate of Electronic Delivery simultaneously with the execution and return of
this Amendment One. Should you require a replacement copy of the software or program documentation, such replacement copy shall also be delivered electronically. You shall not be entitled to any


  

					
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replacement copy in the form of tangible media for the software or the program documentation, other than updates provided by Oracle under technical support service if ordered. You acknowledge and
agree that (a) you have not receive any tangible media for the programs listed in Exhibit A of this Amendment One as of the effective date and (b) any rights to receive media granted under the agreement shall not be applicable to or
provided for the programs listed in Exhibit A of this Amendment One. Further, you acknowledge that the electronic download delivery method shall be applicable to Oracle’s delivery obligations for the initial copy of the programs listed in
Exhibit A of this Amendment One and shall not be applicable to any delivery of updates and/or technical support services ordered under this Amendment One. 
 You acknowledge that you have previously been delivered the programs included in the Unlimited Deployment Programs that are not Additional Unlimited Deployment Programs and the programs included in the
Quantity Based Programs. You further acknowledge that Oracle is under no further delivery obligation under this Amendment One, electronic download or otherwise and that you shall be responsible for installation of the software. 

4. AMENDMENT TECHNICAL SUPPORT 
 The total annual technical support due under this Amendment One (the “Amendment Technical Support”) includes: (i) annual technical support attributable to the programs acquired under
this Amendment One including, without limitation, the Additional Unlimited Deployment Program and (ii) the annual technical support attributable to the Additional Converted and Replaced Licenses. Notwithstanding anything to the contrary, you
acknowledge and agree that pursuant to the terms of this Amendment One, the Amendment Technical Support is hereby being added to the definition of “Total Support Stream”. For purposes of Oracle’s Technical Support Policies, the
technical support acquired under both this Amendment One and the ordering document shall be considered to have been purchased under a single order. Nothing in this Amendment One shall be deemed to relieve you of your obligation under the ordering
document to pay Oracle for the other components included in the Total Support Stream as described in Section B.5 (Total Support Stream) of the ordering document (including, without limitation, the annual technical support for the Unlimited
Deployment Programs specified in Section A of the ordering document) in addition to the technical support fees included in the Amendment Technical Support, in order to maintain your Unlimited Deployment Right and receive technical support for the
program licenses acquired under the ordering document and this Amendment One. 
 Notwithstanding anything to the contrary in
this section, the technical support fees owed by you for the program licenses acquired under the ordering document and this Amendment One may increase as a result of any mergers or acquisitions of Majority Acquired Entities in accordance with
section C.2 of the ordering document, and/or the purchase of program licenses under section D.1 of the ordering document and/or inclusion of Omitted Licenses in accordance with section F.1.b of the ordering document. 

5. ADDITIONAL CONVERTED AND REPLACED LICENSES 
 You acknowledge that in connection with the rights granted pursuant to the terms and conditions of this Amendment One and the Ordering Document, all licenses of any version or release of the Additional
Unlimited Deployment Program Licenses licensed by you prior to the effective date of this Amendment One, must be converted and replaced as of the effective date of this Amendment One. You represent that, as of the effective date of this Amendment
One, you have no licenses, of any version or release, of the Additional Unlimited Deployment Program Licenses, and that if at any time following the effective date of this Amendment One, either you or Oracle discover any such licenses, they will be
treated as Omitted Licenses under the terms of section F.1.b. of the ordering document. 
 Other than the addition of the
changes above, the terms and conditions of the ordering document shall remain unchanged and in full force and effect. 
 The effective date of
this Amendment One is 30-NOV, 2009. (to be completed by Oracle) 

  

					
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		 	NETSUITE, INC.	 		    	ORACLE USA, INC.	 	
					
		 	Authorized Signature:	 	 /s/ Douglas Brown
	    	Authorized Signature:	 	 /s/ Ashley Kohler



									
					
		 	Name:	 	 Douglas Brown
	    	Name:  	 	 Ashley Kohler



									
					
		 	Title:	 	 VP Engineering Operations
	    	Title:  	 	 Contracts Manager



									
					
		 	Signature Date:	 	 30 Nov 2009
	    	Signature Date:	 	 30-NOV-2009



  

					
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 EXHIBIT A 
 ADDITIONAL UNLIMITED DEPLOYMENT PROGRAM 
  

			
	 Product Description / License Type
	  	 Quantity

		
	 WebLogic Server Standard Edition – Processor Perpetual
	  	Unlimited


  

					
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 CERTIFICATE OF ELECTRONIC DELIVERY 

This Certificate of Electronic Delivery is executed as of the effective date set forth below by NetSuite, Inc. (“you”) and
relates to the electronic delivery of certain software programs provided by Oracle USA, Inc. (“Oracle”). This Certificate of Electronic Delivery shall be governed by the terms of the Oracle License and Service Agreement between you and
Oracle dated October 31, 2007, (the “agreement”). 
  

	 	1.	As of the date of this Certificate of Electronic Delivery, you agree that Oracle has provided you with an Internet URL through which you can download to your California
location all the programs provided in the Amendment One to the Ordering Document between Oracle and you dated                     , 2009, (the
“Amendment One”). You will have 60 days from the effective date of the Amendment One to complete your download of the programs provided. 

  

	 	2.	You agree that Oracle has completed all of the delivery responsibilities required by the Amendment One, the ordering document and the agreement and no additional
shipment of the programs on tangible media (CD’s, Disks, Tapes, etc.) shall be provided or is required. 


The Effective Date of this Certificate of Electronic Delivery is
                    , 2009. 
  

					
		 	NETSUITE, INC.
			
		 	By:	 	 /s/ Douglas Brown

			
		 	Name:	 	 Douglas Brown

			
		 	Title:	 	 VP Engineering Operations



  

					
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 AMENDMENT TWO TO THE ORDERING DOCUMENT 

 

	
	 ORACLE CONTRACT INFORMATION

 
 This document (this “Amendment”) amends the ordering
document dated October 31, 2007 (the “ordering document”) between NetSuite, Inc. (“you”) and Oracle America, Inc., which is (a successor in interest to Oracle USA, Inc. and has assumed all rights and
obligations of Oracle USA, Inc under the ordering document. All references to “Oracle” in the ordering document specified above, as amended, shall mean Oracle America, Inc. (hereinafter “Oracle”). All terms used but
not otherwise defined in this Amendment shall have the meanings given to such terms in the ordering document.
  



WHEREAS, subject to the terms and conditions of this Amendment, the parties desire to amend the ordering document as follows: 

 

	•	 	 extend the Unlimited Deployment Period to end on May 31, 2014 (or such earlier period as set forth in sections C.1.c or C.3 of the ordering
document), and 


  

	•	 	 add to the Deployment Programs, the programs set forth on Exhibit A to this Amendment (the “Additional Deployment Programs”)



 WHEREAS, the parties also desire to amend and update certain other provisions of the ordering document, as set forth below;

 NOW THEREFORE, in consideration of the representations and agreements contained in this Amendment and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the ordering document as follows: 
  

	1.	CHANGES TO THE ORDERING DOCUMENT 

 The
ordering document shall be amended as follows: 
  

	a.	Amend and restate the license grant set forth in section A of the ordering document, effective as of the effective date of this Amendment, by deleting the second,
third, fourth, and fifth paragraphs and License Summary table in section A and replacing them with the following: 

 “The
programs designated below with one (1) asterisk (“*”) are for use on an unlimited number of Processors during the Unlimited Deployment Period (as defined in section C.1.a below), subject to the fixing requirements and all other terms
and conditions of this ordering document (each such program being referred to as an “Unlimited Deployment Program” and collectively as the “Unlimited Deployment Programs”). 

The programs designated below with two (2) asterisks (**) are for use on up to the quantity of Processors indicated in the table below during the
Deployment Period (as defined in section C.1.a below), subject to the fixing requirements and all other terms and conditions of this ordering document (each such program being referred to as a “Capped Deployment Program” and collectively
as the “Capped Deployment Programs”). 

  
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 The Unlimited Deployment Programs and the Capped Deployment Programs are collectively referred to herein as
the “Deployment Programs”. 
 Notwithstanding the terms of Amendment Two to this ordering document, the programs designated
with three (3) asterisks (***) remain licensed for the Deployment Period set forth in the ordering document as amended by Amendment One to the Ordering Document dated November 30, 2009 (the “Original Deployment Period”)
and such Original Deployment Period shall not be extended in Amendment Two with regard to such programs. All other terms of this Amendment Two shall apply to the programs designated with three (3) asterisks (***). You shall be required to
comply with requirements in section C.1.b with regard to such programs as of the original Certification Date set forth in C.1.b of this ordering document, as left unchanged and unaffected by the terms of Amendment Two (such original Certification
Date being April 30, 2011). 
 All fees on this ordering document are in US Dollars. 

 

							
	 Product Description / License
Type
	  	 	  	Quantity	  	 
	 *Oracle Database Enterprise Edition –
Processor Perpetual
	  	 	  	Unlimited	  	 
	 *Coherence Grid Edition – Processor
Perpetual
	  	 	  	Unlimited	  	 
	 *WebLogic Suite – Processor
Perpetual
	  	 	  	Unlimited	  	 
	 **Oracle GoldenGate – Processor
Perpetual
	  	 	  	Up to 100	  	 
	 ** Database Vault – Processor
Perpetual
	  	 	  	Up to 22	  	 
	 **Oracle Advanced Compression –
Processor Perpetual
	  	 	  	Up to 22	  	 
	 ***Oracle Partitioning – Processor
Perpetual
	  	 	  	Unlimited	  	 
	 ***Oracle Diagnostics Management Pack
– Processor Perpetual
	  	 	  	Unlimited	  	 
	 ***Oracle Tuning Management Pack –
Processor Perpetual
	  	 	  	Unlimited	  	 
	 ***Coherence Real Time Client –
Processor Perpetual
	  	 	  	Unlimited	  	 
	 ***Real Application Clusters –
Processor Perpetual
	  	 	  	Up to 100	  	 
	 ***Data
Mining – Processor Perpetual
	  	 	  	Up to 20”	  	 

 You acknowledge and agree that the programs listed in the table above represent all the programs that you are licensed for under the ordering document, as amended by this Amendment. 

 

	b.	Sections B.1 (Commencement Date) and subsections b and c of section B.3 (Fees, Invoicing, and Payment Obligation) of the ordering document shall not apply to this
Amendment. 

  

	c.	Delete section B.5 (Total Support Stream) of the ordering document in its entirety and replace it with the following: 


“Total Support Stream 
 For purposes of this ordering document, the “Total Support Stream” shall mean: (i) the technical support for the Converted and Replaced Licenses as defined in section 5 (Converted and
Replaced Licenses) of Amendment Two to this ordering document; (ii) the net technical support fees specified in section 2 (Fees, Invoicing and Payment Obligations) of Amendment Two to this ordering document; (iii) the technical support for
all Oracle programs licensed by your merged or acquired entities, as described in section C.2 below; and (iv) the technical support for any program licenses purchased under section D.1 (Price Hold) of this ordering document and section 1.g of
Amendment Two to the ordering document. 
  

	d.	For purposes only of the Deployment Programs listed in section A (as amended by Amendment Two) that are designated with one (1) asterisk (*) or two
(2) asterisks (**) , Section C.1.a shall be amended as follows: 

  

	 	•	 	 In the first sentence of the first paragraph of Section C.1.a (General) of the ordering document, delete “specified in section A, for forty-two
(42) months from the effective date of this ordering document” and replace it with “specified in section A and Amendment Two to this ordering document, from the effective date of this ordering document until May 31, 2014”.




  
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	 	•	 	 In the first sentence of the second paragraph of Section C.1.a (General) of the ordering document, delete “on the date that is forty-two
(42) months from the effective date of this ordering document” and replace with “On May 31, 2014”. 


  

	 	•	 	 In the third line of the first sentence of the second paragraph of Section C.1.a (General) of the ordering document, delete “such date that is
forty-two months from the effective date of this ordering document” and replace with “May 31, 2014”. 


  

	e.	In section C.2.a delete “$6,700,000.00” and replace with “$16,600,000.00”. 


 

	f.	Delete Section B.6 (Customer Definition) and replace with the following: 

 “6. Customer Definition 
 Notwithstanding anything to the
contrary in the agreement, for purposes of this ordering document only, “you” and “your” shall mean (a) NetSuite, Inc., (b) NetSuite, Inc.’s majority owned subsidiaries specified on the attached
Subsidiary Exhibit (Exhibit C) as of the effective date of this ordering document (each such entity shall be termed an “Existing Majority Entity” and collectively as the “Existing Majority Entities”), and
(c) the Qualifying Entities (as defined in section C.2 below) that have been added to the Subsidiary Exhibit (Exhibit D) after the effective date of this ordering document in accordance with the terms of section C.2. below. NetSuite, Inc.
warrants that it has the authority to bind the Existing Majority Entities and Qualifying Entities, if applicable, to the terms of this ordering document and the agreement and further warrants that NetSuite, Inc. shall be responsible for a breach of
such terms by any Existing Majority Entity and/or Qualifying Entity. Except as provided for in section C.4 (Divestiture) below, other than NetSuite, Inc. and the Existing Majority Entities and the Qualifying Entities, none of your affiliates,
majority or minority owned subsidiaries, parent companies, or any entities created through a divestiture or reorganization of your company may access or use any of the program licenses acquired under this ordering document (including, without
limitation, the licenses of the Deployment Programs) and such programs may not be used for the benefit of (e.g., to track or process the data of or for) such entities. Notwithstanding the foregoing, if at any time during the Deployment Period (as
defined in section A of the ordering document) an Existing Majority Entity or Qualifying Entity ceases to satisfy all the requirements of an Existing Majority Entity or Qualifying Entity, as applicable, under this ordering document (including,
without limitation, remaining a majority owned subsidiary of NetSuite, Inc, then such entity shall no longer be included in the definition of “you” under this ordering document, and must immediately cease accessing, using and/or otherwise
benefiting from the program licenses acquired under this ordering document including, without limitation, the licenses of the Deployment Programs.” 
 The Subsidiary Exhibit attached to this Amendment as Exhibit C shall be added as a new Exhibit D (Subsidiary Exhibit) to the ordering document. 

 

	g.	Delete the first three paragraphs of section C.2. (Acquisition and Merger), remove section C.2.a in its entirety and replace it with the following:


 “If, during the Unlimited Deployment Period, you acquire by merger or acquisition, more than fifty percent
(50%) of the voting stock and/or assets of another entity (each such acquired entity shall individually be referred to as a “Majority Acquired Entity”), then, within sixty (60) days of the consummation of such merger or
acquisition, you shall provide Oracle with a written certification, signed by an authorized C-level executive of your company, attesting to each of the below as of the acquisition/merger closure date: (i) the number of employees in such
Majority Acquired Entity as of the acquisition/merger closure date (such number of employees 

  
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being referred to as the “Added Employee Count”), and (ii) the quantities (regardless of license type or version) of any existing program licenses of the Unlimited
Deployment Programs possessed by such Majority Acquired Entity (the “Existing Program Licenses”) and the amount of the existing technical support fees for such Existing Program Licenses (the “Existing Technical Support
Fees”). For purposes of this section, “Employee(s)” shall be defined as all of the Majority Acquired Entity’s full-time, part-time, and temporary employees, and all of your Majority Acquired Entity’s, contractors and
consultants, in addition, if the Majority Acquired Entity outsources any business function(s), to another company, all of the full-time, part-time, temporary employees and agents, contractors and consultants that are providing the outsourcing
services for the Majority Acquired Entity must be counted for the purposes of calculating the Added Employee Count of the Majority Acquired Entity. 
 During the Unlimited Deployment Period, upon Oracle’s request, you must provide Oracle with a list of all of your Majority Acquired Entities as of the date of such request and relevant information
regarding each such entity, for purposes of determining your compliance with this section C.2, provided, however, that this does not relieve you of any of your other obligations under this section C.2. 

Upon Oracle’s receipt of the above certification with respect to a Majority Acquired Entity, the following terms and conditions shall
apply: 
 a. Majority Acquired Entities included in the Unlimited Deployment Right. A Majority Acquired Entity shall be
included in your Unlimited Deployment Right for the remainder of the Unlimited Deployment Period, subject to the terms and conditions of this ordering document and the agreement, provided that, as of the date of the acquisition/ merger closure date
of the applicable Majority Acquired Entity (1) you have continuously maintained the Total Support Stream, (2) the Added Employee Count for such Majority Acquired Entity is equal to or less than 250 employees, and (3) the Added
Employee Count for such Majority Acquired Entity plus the aggregate Added Employee Accounts for all Qualifying Entities (as defined below) is equal to or less than 250, (4) you and such Majority Acquired Entity comply with the requirements of
section C.2.c below with respect to any Existing Program Licenses and Existing Technical Support Fees of such Majority Acquired Entity, and (5) you and Oracle execute an amendment to this ordering document that adds such Majority Acquired
Entity to the Subsidiary Exhibit (Exhibit A). Each Majority Acquired Entity that is included in the Unlimited Deployment Right under the terms of this section shall be individually referred to as a “Qualifying Entity” and
collectively as the “Qualifying Entities”.” 
  

	h.	In section D.1.a of the ordering document delete “For a period of four (4) years from the effective date of this ordering document” and replace with the
“From the effective date of this ordering document until May 31, 2014,” 

 In Exhibit A (Price Hold)
of the ordering document, delete the price hold table and replace with the following table: 
  

																																	
	 Product
Description
	  	 	Metric	  	  	 	 	 	  	 	Quantity	  	  	 	 	 	  	 
 	License
Fee	  
  	  	 	 	 	  	 
 
 	First Year Software
Update License &
Support Fee	  
  
  	  	 	 	 
	 Oracle Database Enterprise
Edition
	  	 	Processor	  	  	 	 	 	  	 	1	  	  	 	 	 	  	 	16,625.00	  	  	 	 	 	  	 	3,657.50	  	  	 	 	 
	 Database Vault
	  	 	Processor	  	  	 	 	 	  	 	1	  	  	 	 	 	  	 	8,050.00	  	  	 	 	 	  	 	1,771.00	  	  	 	 	 
	 Oracle Advanced Compression
	  	 	Processor	  	  	 	 	 	  	 	1	  	  	 	 	 	  	 	4,025.00	  	  	 	 	 	  	 	885.50	  	  	 	 	 
	 Oracle GoldenGate
	  	 	Processor	  	  	 	 	 	  	 	1	  	  	 	 	 	  	 	6,125.00	  	  	 	 	 	  	 	1,347.50	  	  	 	 	 
	 Coherence Grid Edition
	  	 	Processor	  	  	 	 	 	  	 	1	  	  	 	 	 	  	 	8,750.00	  	  	 	 	 	  	 	1,925.00	  	  	 	 	 
	 WebLogic
Suite
	  	 	Processor	  	  	 	 	 	  	 	1	  	  	 	 	 	  	 	15,750.00	  	  	 	 	 	  	 	3,465.00	  	  	 	 	 


  
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	2.	FEES, INVOICING AND PAYMENT OBLIGATIONS 


You agree to pay Oracle the license and services fees set forth in the table below for the program licenses and twelve (12) months of technical
support services acquired under this Amendment. 
  

							
	 	  	Net Fee	 	 	 	 
	 Net
Fees
	  	6,427,751.27*	 	 	 	 


 

	*	Note: Included in the Net Fees above are support fees for the initial 12 months of support totaling $1,227,751.00. 


All fees under this Amendment are non-cancelable and the sums paid nonrefundable, except as provided in the agreement. All fees on this Amendment are in
US Dollars. 
 All program licenses and the period of performance for all services acquired under this Amendment are effective upon shipment of
tangible media or upon the effective date of this Amendment if shipment of tangible media is not required (such effective date being referred to as the “commencement date”). 
 License and services fees are invoiced as of the commencement date. Service fees are invoiced in advance of the service performance; specifically, technical support fees are invoiced annually in advance.

 The technical support fees due under this Amendment shall be reduced by the amount of unused technical support associated with the Converted
and Replaced Licenses (as defined in section 6 below), provided the invoices for such technical support have been paid in full. The amount of unused technical support as of May 31, 2010 is $265,084.18 and represents an estimate of the technical
support fee credit. The actual support fee reduction will be processed as of the effective date of this Amendment. The Net Fees in Section 2 above have been reduced by the amount of this estimated credit. 

In entering into payment obligations under this Amendment, you agree and acknowledge that you have not relied on the future availability of any program
or updates. However, (a) if you order technical support for programs licensed under this Amendment, the preceding sentence does not relieve Oracle of its obligation to provide such technical support under this Amendment if-and-when
available, in accordance with Oracle’s then current technical support policies, and (b) the preceding sentence does not change the rights granted to you for any program licensed under this Amendment, per the terms of this Amendment, the
ordering document, and the agreement. The program licenses provided in this Amendment are offered separately from any other proposal for consulting services you may receive or have received from Oracle and do not require you to purchase Oracle
consulting services. 
 Provided that you comply with the delivery terms in section 3 of this Amendment, Oracle shall not invoice you for
sales tax pursuant to California tax law based on the net license fees and net technical support fees for the programs listed in Exhibit A and all updates to these programs delivered by electronic download; however, you agree to indemnify
and hold Oracle harmless from and against any claims, losses, damages, costs, and expenses arising from imposition of sales tax based on the net license fees and net technical support fees listed in section 2 and any updates to these programs
delivered by electronic download. 
  

	3.	DELIVERY 

 Oracle has made available to
you for electronic download at the electronic delivery web site located at the following Internet URL: http://edelivery.oracle.com/exempt the programs listed in Exhibit A to this Amendment. Through the Internet URL, you can access and
electronically download to your California location the current production release as of the effective date below of the software and related program documentation for each program listed Exhibit A to this Amendment. You shall have 60 days
from the effective date of this Amendment to complete the download of the software and program documentation. Please be advised that not all programs are available on all hardware/operating


  
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system combinations. For current program availability, please check the electronic delivery web site specified above. You acknowledge that Oracle is under no further delivery obligation
under this Amendment, electronic download or otherwise. You agree to execute and return the attached Certificate of Electronic Delivery simultaneously with the execution and return of this Amendment. 

Provided that you have continuously maintained technical support for the programs and in the licensed quantities listed in Exhibit A to this Amendment,
Oracle will make available to you for electronic download the updates provided under technical support to the programs listed in Exhibit A to this Amendment. 
 Should you require a replacement copy of the software or program documentation, such replacement copy shall also be delivered electronically. You shall not be entitled to any replacement copy in the
form of tangible media for the software or the program documentation. 
 You acknowledge and agree that (a) you have not received any
tangible media for the programs listed in Exhibit A to this Amendment as of the effective date, (b) any rights to receive tangible media granted under the agreement shall not be applicable to or provided for the programs listed in Exhibit A to
this Amendment or any updates for these programs and (c) you are solely responsible for ensuring that tangible media is not ordered by you from Oracle for the programs listed in Exhibit A to this Amendment or any updates to these programs.

 You acknowledge and agree that you have requested to receive all updates provided by Oracle under Oracle’s Technical Support Services
via electronic delivery and you are solely responsible for ensuring that you do not order tangible media from Oracle for the programs which you receive via electronic delivery. In the event that you order updates for delivery via tangible media
shipment (i.e., shipment of CD Pack(s)), sales taxes and interest may be due and you agree to reimburse Oracle for any applicable sales taxes and interest (interest rate used will be the applicable state’s rate on sales tax underpayments)
related to acquisition of such updates as specified in the agreement. 
  

	4.	TECHNICAL SUPPORT 

 The total annual
technical support fees due under the ordering document, as amended by this Amendment, and specified in the table in section 2 above, include (a) the existing annual technical support fees for the Converted and Replaced Licenses (as defined in
section 5 below and (b) incremental technical support fees for the program licenses specified in section A of the ordering document, as amended by this Amendment. 
 Software Update License & Support (or any successor technical support offering to Software Update License & Support, “SULS”) acquired under section 2 of this Amendment for the
programs licensed under section A of the ordering document, as amended by this Amendment, may be renewed annually, and if you renew such technical support, then for the first renewal year, the annual renewal amount for technical support will be
$2,372,835.42, for the second and third renewal years (i.e., the renewal years commencing in 2012 and 2013), the fees for such technical support will not increase over the prior year’s fees and for the fourth renewal year (i.e., the renewal
year commencing in 2014) the fees for SULS will not increase by more than 3% over the prior year’s fees. The technical support caps set forth in the preceding sentence are granted, provided that, (1) with respect to each technical support
renewal year that occurs during the Deployment Period, you renew the Total Support Stream (as amended by this Amendment), and (2) with respect to each technical support renewal year that occurs after the end of the Deployment Period, you renew
the total technical support due under the ordering document (as amended by this Amendment) for the same number of licenses for the same programs as the previous year. The parties agree that the technical support caps set forth in this paragraph
replace the technical support caps set forth in section E.1 of the ordering document, which shall be deemed deleted and of no further force or effect.
 Nothing in this Amendment shall be deemed to relieve you of your obligation to maintain all of the components of the Total Support Stream (as amended by this Amendment) in order to receive your Deployment
Right and technical support for the program licenses acquired under the ordering document (as amended by this Amendment). Notwithstanding anything to the contrary in this section, you acknowledge that the Total Support Stream and the technical
support fees owed by you for the program licenses acquired under the ordering document (as amended by this Amendment) may also increase as a result of any mergers or acquisitions of Majority Acquired Entities in accordance with section C.2 of the
ordering document, and/or the purchase of program licenses under section D.1 of the ordering document (as amended in section 1.g above), and/or inclusion of any Omitted Licenses (as defined in section 5 below). 

  
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	5.	CONVERTED AND REPLACED LICENSES 

 a.
General. The parties agree that the terms of this section shall be deemed to replace the terms of section F.1 of the ordering document. In connection with the rights granted under this Amendment, all licenses of any versions or releases of
the Deployment Programs (including, the Additional Deployment Programs) that were acquired by you, the Existing Majority Entities and the Qualifying Entities prior to the effective date of this Amendment (including, without limitation, all of the
programs licensed under section A of the ordering document prior to the effective date of this Amendment) shall be converted and replaced as of the effective date of this Amendment (the “Converted and Replaced Licenses”). The Converted and
Replaced Licenses shall also include all of the program licenses originally listed on the Converted and Replaced Licenses Exhibit attached to the ordering document. The Converted and Replaced Licenses are specified on the Converted and Replaced
Licenses Exhibit (Exhibit B) attached to this Amendment which the parties agree replaces the Converted and Replaced Licenses Exhibit attached to the ordering document. All references to Converted and Replaced Licenses in the ordering document shall
be deemed to refer to the Converted and Replaced Licenses as defined in this paragraph. You will no longer have any right to use the Converted and Replaced Licenses, nor will you be permitted to reinstate the Converted and Replaced Licenses. You
shall not be entitled to a credit or refund of license fees for the Converted and Replaced Licenses. 
 b. Omitted Licenses. The parties
agree that they have worked in good faith to list on the Converted and Replaced Licenses Exhibit attached to this Amendment all licenses of any versions or releases of the Deployment Programs (including, the Additional Deployment Programs) that were
acquired by you prior to the effective date of this Amendment including, without limitation, all of the program licenses acquired under section A of the ordering document prior to the effective date of this Amendment and all of the program licenses
originally listed on the Converted and Replaced Licenses Exhibit attached to the ordering document. However, the parties acknowledge that some of such licenses may have been inadvertently omitted (“Omitted Licenses”) from the
Converted and Replaced Licenses Exhibit and that technical support fees associated with the Omitted Licenses were therefore excluded from the Total Support Stream. If at any time following the effective date of this Amendment either you or Oracle
discovers any Omitted Licenses, then the parties agree that: (i) you will continue to pay all technical support fees due in connection with the Omitted Licenses during the Deployment Period, and (ii) the parties will amend the ordering
document to add the Omitted Licenses to the Converted and Replaced Licenses Exhibit and to include the technical support fees associated with the Omitted Licenses in the Total Support Stream. You shall not be entitled to a refund or credit of any
license and/or technical support fees as the result of any adjustment specified herein. 
  

	6.	ORDER OF PRECEDENCE 

 The parties agree
that the terms of this Amendment will prevail in the event of any inconsistencies with any terms of the ordering document. 
 Other than the
addition of the changes above, the terms and conditions of the ordering document remain unchanged and in full force and effect. 
  

	7.	TERRITORY 

 The program listed in Exhibit
A of this Amendment Two are for use worldwide, subject to US export laws. 
 To enable Oracle to provide support services and accurately report
revenue for tax purposes, it is estimated that the program licenses initially acquired hereunder shall be installed and/or accessed in each applicable country as listed below. Your use of the programs is not limited to these estimates. 

  
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 Programs – Country 
 All programs listed in Exhibit A of this Amendment Two —100% usage in U.S 
  

									
	ORACLE AMERICA, INC.	 		 	NETSUITE, INC.
					
	Signature:	 	/s/ Kelly Herron	 		 	Signature:	 	/s/ James McGeever
					
	Name:	 	Kelly Herron	 		 	Name:	 	James McGeever
					
	Title:	 	Manager	 		 	Title:	 	CFO
					
	Signature Date:	 	May 29, 2010	 		 	Signature Date:	 	5/28/10
					
	Effective Date:	 	May 31	 	, 2010	 		 	


  
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 EXHIBIT A 
 ADDITIONAL DEPLOYMENT PROGRAMS 
  

							
	 Product Description / License
Type
	  	Quantity	  	 	 	 
	 *WebLogic Suite – Processor
Perpetual
	  	Unlimited	  	 	 	 
	 **Oracle GoldenGate – Processor
Perpetual
	  	Up to 100	  	 	 	 
	 ** Database Vault – Processor
Perpetual
	  	Up to 22	  	 	 	 
	 ** Oracle
Advanced Compression – Processor Perpetual
	  	Up to 22	  	 	 	 


  
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 EXHIBIT B 
 CONVERTED AND REPLACED LICENSES 
  

																					
	 Existing License
	  	 
 	Existing
Quantity	  
  	  	 	 	 	  	 	Existing License Type	  	  	 	 	 	  	 	CSI #	  
	 WebLogic Server Standard Edition –
Processor Perpetual
	  	 	1	  	  	 	 	 	  	 	Processor	  	  	 	 	 	  	 	16569272	  
	 WebLogic Server Standard Edition –
Processor Perpetual
	  	 	1	  	  	 	 	 	  	 	Processor	  	  	 	 	 	  	 	16569272	  
	 Real Application Clusters – Processor
Perpetual
	  	 	100	  	  	 	 	 	  	 	Processor	  	  	 	 	 	  	 	15654859	  
	 Partitioning – Processor
Perpetual
	  	 	116	  	  	 	 	 	  	 	Processor	  	  	 	 	 	  	 	15654859	  
	 Data Mining – Processor
Perpetual
	  	 	20	  	  	 	 	 	  	 	Processor	  	  	 	 	 	  	 	15654859	  
	 Tuning Management Pack – Nonstandard
User
	  	 	640	  	  	 	 	 	  	 	Non standard User	  	  	 	 	 	  	 	15654859	  
	 Diagnostic Management Pack –
Nonstandard User
	  	 	640	  	  	 	 	 	  	 	Non standard User	  	  	 	 	 	  	 	15654859	  
	 Internet Application Server Java Edition
– Processor Perpetual
	  	 	182	  	  	 	 	 	  	 	Processor	  	  	 	 	 	  	 	15654859	  
	 Coherence Real Time Client – Processor
Perpetual
	  	 	124	  	  	 	 	 	  	 	Processor	  	  	 	 	 	  	 	15654859	  
	 Oracle Database Enterprise Edition –
Processor Perpetual
	  	 	360	  	  	 	 	 	  	 	Processor	  	  	 	 	 	  	 	15654859	  
	 Coherence
Grid Edition – Processor Perpetual
	  	 	124	  	  	 	 	 	  	 	Processor	  	  	 	 	 	  	 	15654859	  


  
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 Exhibit C 
 Subsidiary Exhibit 
 OpenAir, Inc. 
 QuickArrow, Inc 
 NetSuite Australia PTY LTD. 

NetSuite Canada Inc. 
 NetSuite Hong Kong Limited

 NetSuite K.K. 
 NetSuite
(Philippines) Inc. 
 NetSuite Software (Asia Pacific) Pte. Ltd. 
 NetSuite UK Limited 

  
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 CERTIFICATE OF ELECTRONIC DELIVERY 

This Certificate of Electronic Delivery is executed as of the effective date set forth below by NetSuite, Inc. (“you”) and relates to the
electronic delivery of certain software programs provided by Oracle America, Inc. (“Oracle”). This Certificate of Electronic Delivery shall be governed by the terms of the Oracle License and Service Agreement between you and Oracle dated
May 7, 2007, (the “agreement”). 
  

	1.	As of the date of this Certificate of Electronic Delivery, you agree that Oracle has provided you with an Internet URL through which you can download all the programs
provided in Exhibit A to the Amendment Two between Oracle and you dated                     , 2010, (the “Amendment Two”). You will
have 60 days from the effective date of the Amendment to complete your download of the programs provided. 

  

	2.	You agree that Oracle has completed all of the delivery responsibilities required by the Amendment Two and the agreement and no additional shipment of the programs on
tangible media (CD’s, Disks, Tapes, etc.) shall be provided or is required. 

 The Effective Date of this Certificate of
Electronic Delivery is 5/28/10. 
  

			
	NetSuite, Inc.
		
	By:	 	/s/ James McGeever
		
	Name:	 	James McGeever
		
	Title:	 	CFO


  
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	Page 1 of 1	 	 Payment Schedule
 No.     37456    



 
  

									
	Customer:	 	    Netsuite Inc.	 	  	 	Executed by Customer (authorized signature):
	 	 		 	 
	 	 	 	 		 	By:	  	/s/ James McGeever
	 	 		 	 
	Address: 	 	    2955 Campus Dr., Suite 350	 		 	Name:	  	James McGeever
	 	 		 	 
	 	 	    San Mateo, CA 94403	 		 	Title:	  	CFO
	 	 		 
	Contact: 	 	 	 		 	Executed by Oracle Credit Corporation:
	 	 		 	 
	Phone: 	 	 	 		 	By:	  	/s/ Anil Vora
	 	 		 	 
	Order:	 	    Amendment Two to OD dated 31 Oct 2007 dated 12 May 2010	 		 	Name:	  	Anil Vora
	 	 		 	 
	Agreement:	 	    *See Asterisk dated	 		 	Title:	  	Vice President
	 	 		 	 
	PPA No.:	 	    4256 dated 28 Apr 05	 		 		  	 
	 	 		 
	 	 	 	 		 	Payment Schedule Effective Date:        
29 May 2010                                      
  
	 	 	 	 		 	 

  

													
	 System:
	 	 	 	 	 	 	 	Payment Schedule:	  	 	  	 
	 	 		 		 		 	Payment Amount:	  		  	    Due Date:
	Software:	 	$6,427,751.27	 	*	 		 	1 @ $361,543	  		  	01-Sep-10
	Support: 	 	$7,118,506.35	 	2nd, 3rd, & 4th year	 		 	1 @ $1,470,000	  		  	01-Dec-10
	Education: 	 	 	 		 		 	12 @ $1,001,200	  		  	Quarterly beginning 01-Jun-11
	Consulting: 	 	 	 		 		 		  		  	through 01-Mar-14
	Other: 	 		 		 		 		  		  	 
	System Price:    	 	$13,546,257.62	 		 		 	* Includes License and 1st Year Technical Support
	 	 	 	 	 	 	 	 	 

  

	
	  

Transaction Specific Terms:
 For this Contract, the rate used
in PPA Section 3, Paragraph 2, Subsection (i) shall be the lesser of the rate in the Contract or 3%. Future increases in support fees, if any, are not included in the System Price or Payment Amounts. Such increases shall be due separately to the
applicable Supplier from Customer. *U.S.-Term-OCSAV040407-Netsuite Inc. -11365829-27-May-07


  

					
	
Optional (if this box is checked):

 ̈ The Customer has ordered the System from an alliance member/agent of Oracle Corporation or one of its affiliates, whose name and address are specified below. Customer shall provide OCC with a copy of
such Order. The System shall be directly licensed or provided by the Supplier specified in the applicable Order and Agreement, each of which shall be considered a separate contract. Customer has entered into the Order and Agreement based upon its
own judgment, and expressly disclaims any reliance upon statements made by OCC about the System, if any. Customer’s rights with respect to the System are as set forth in the applicable Order and Agreement and Customer shall have no right to
make any claims under such Order and Agreement against OCC or its Assignee. Neither Supplier nor any alliance member/agent is authorized to waive or alter any term or condition of this Contract. If within ten days of the Payment Schedule Effective
Date, OCC is provided with Customer invoices for the System specifying applicable Taxes, then OCC may add the applicable Taxes in accordance with this Contract.

 

	 Alliance Member/Agent:
	 	 	 	 
	 Address:
	 	 	 	 
	 Contact: Phone:
	 	 	 	Phone:
	 	 	 	 	 

  

 

 This Payment Schedule is entered into by Customer and Oracle Credit Corporation (“OCC”) for the acquisition
of the System from Oracle Corporation, an affiliate of Oracle Corporation, an alliance member/agent of Oracle Corporation or any other party providing any portion of the System (“Supplier”). This Payment Schedule incorporates by reference
the terms and conditions of the above-referenced Payment Plan Agreement (“PPA”) to create a separate Contract (“Contract”). 

A.    PAYMENTS: This Contract shall replace Customer’s payment obligation under the Order and Agreement to Supplier, to the extent
of the System Price listed above, upon Customer’s delivery of a fully executed Order, Agreement, PPA, Payment Schedule, and any other documentation required by OCC, and execution of the Contract by OCC. Customer agrees that OCC may add the
applicable Taxes due on the System Price to each Payment Amount based on the applicable tax rate invoiced by Supplier at shipment. OCC may adjust subsequent Payment Amounts to reflect any change or correction in Taxes due. If the System Price
includes support fees for a support period that begins after the first support period, such future support fees and the then relevant Taxes will be paid to



 
Supplier as invoiced in the applicable support period from the Payment Amounts received in that period. The balance of each Payment Amount, unless otherwise stated, includes a proportional amount
of the remaining components of the System Price excluding such future support fees, if any. 
 B.    SYSTEM: Software shall be
accepted, and the services shall be deemed ordered pursuant to the terms of the Agreement. Customer agrees that any software acquired from Supplier to replace any part of the System shall be subject to the terms of the Contract. Any claims related
to the performance of any component of the System shall be made pursuant to the Order and Agreement. Neither OCC nor Assignee shall be responsible to Customer for any claim or liability pertaining to any performance, actions, warranties or
statements of Supplier. 
 C.    ADMINISTRATIVE: Customer agrees that OCC or its Assignee may treat executed faxes or
photocopies delivered to OCC as original documents; however, Customer agrees to deliver original signed documents if requested. Customer agrees that OCC may insert the appropriate administrative information to complete this form. OCC will provide a
copy of the final Contract upon request.