Atlassian Ventures LLC Investment Agreement (aka, side letter)

Re: Investor Rights

This letter (the “Letter Agreement”) will confirm our agreement that pursuant to and effective as of our purchase of shares of Series [___] Preferred Stock of [____] (the “Company”), Atlassian Ventures LLC, together with its affiliated entities (the “Investor”) shall be entitled to the following contractual investor rights, in addition to any rights to non-public financial information, inspection rights, and other rights specifically provided to all investors in the current Series [____] Preferred Stock financing.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in that certain Series [____] Preferred Stock Purchase Agreement, dated [____], among the Company and the purchasers party thereto, to which Investor joined as a party thereto on the date hereof (the “SPA”), or that certain [Amended and Restated] Investors’ Rights Agreement, dated [____], among the Company and the investors party thereto, to which Investor joined as a party thereto on the date hereof (the “IRA”), as applicable.

Major Investor Rights:

1. For so long as Investor and/or its Affiliates [(as such term is defined in the IRA)] continue to own shares of the Company’s Preferred Stock or shares of Common Stock of the Company issued upon conversion thereof, the Company agrees that Investor will be deemed a “[Major Investor]” for purposes of Sections [_________] of the IRA and, therefore, entitled to information rights, inspection rights and the right to participate with Major Investors in the purchase of any [Shares] (as such term is defined in the IRA) in accordance with the terms thereof.  Notwithstanding Section [___] of the IRA, the provisions of Section [___] shall not be waived on behalf of Investor by the Major Investors under the terms of the IRA if Investor has not waived its rights (either generally or in such particular instance) under this Letter Agreement.

2. Additional Information Rights. The Company shall provide other such financial and operational metrics as reasonably requested by Investor, including, but not limited to, a quarterly update on the percentage of the Company’s customers who integrate with Investor’s products and services.

3. Competitor. Neither Investor nor any of its Affiliates shall be deemed a Competitor of the Company for purposes of the IRA.

4. Confidentiality. Investor agrees that any confidential information provided to or learned by it in connection with its rights under this Letter Agreement shall be subject to the confidentiality provisions set forth in the IRA.

5. Market Stand-Off. In the case of “market stand-off” agreements or other similar agreements entered into in connection with a registered sale of the Company’s securities, any discretionary waiver or termination of the restrictions of any or all such agreements by the Company or the underwriters shall apply to Investor on the same terms as it applies to any other non-employee stockholder.

6. Public Relations and Branding. The Company shall not (i) issue any press release that includes the name Atlassian nor make any public announcement relating to the investment made by Investor in the Company, (ii) incorporate any Investor mark, logo or branding in any brand name, trade name, domain name, and/or social media asset of the Company, (iii) issue any press release containing any Investor mark, logo or branding, or (iv) otherwise use any Investor mark, logo or branding, in each case without the prior written consent of Investor. The Company shall comply with all applicable Investor public relations, branding, logo, vendor endorsement, and trademark guidelines, as described at https://www.atlassian.com/legal/trademark. All guidelines included therein are subject to change or modification by Investor at any time for any reason. Investor shall have the right to make public announcements of its investment in the Company.  The Company grants Investor permission to use the Company’s name and/or logo or logos in connection with Investor’s investment portfolio and in its promotional materials. The Company represents it owns all rights in the Company’s current logo or logos.

7. Liquidation Event Notification. If the Company receives a bona fide written proposal from a third party for a proposed transaction that, if consummated, would qualify as a [Liquidation Event] (as such term is defined under the Company’s [Amended and Restated] Certificate of Incorporation, as amended), and the Company’s Board of Directors has determined to pursue such proposal, the Company shall notify Investor at least five (5) business days in advance of entering into any binding exclusivity arrangement, definitive agreement, term sheet, letter of intent or similar agreement with respect to such proposed transaction, to allow Investor time to consult with the Company prior to entering into such binding exclusivity arrangement, definitive agreement, term sheet, letter of intent or similar agreement. For the avoidance of doubt, the Company shall not be obligated to disclose the terms of the proposal or identity of the third party to Investor pursuant to this Letter Agreement. The Company shall have no obligation to accept or consider any proposal by Investor that results from any such five (5) day period of consultation.

8. Atlassian Employee Equity. Neither the Company nor any entity affiliated with the Company shall grant or issue any equity securities (or equity-linked securities) of the Company or its affiliated entities to any then-current employee of Investor or any Affiliates of Investor.

9. No Commercial Restrictions. Investor shall not be required to (i) agree to any “no-hire” covenant, covenant not to compete, covenant not to solicit customers, employees or suppliers of any party, or any “non-disparagement” covenant, (ii) agree to any waiver or release other than with respect to any claims that it may have as [a noteholder or] stockholder of the Company, (iii) amend, continue, extend or terminate any non-investment related contractual or other relationship with the Company, its acquirer or their respective affiliates, (iv) make any stockholder representations, warranties or covenants other than with respect to ownership, title and authorization, or (v) incur any liability in excess of actual proceeds received by Investor in such transaction (other than for fraud committed by Investor).

10. Other Business Activities. The Company acknowledges that Atlassian Corporation is a public company with numerous business lines and an active investment and acquisition program (together, “Other Business”). The Company acknowledges that certain Other Business may be, or may become, competitive with the Company. The Company agrees that Investor shall not be liable to the Company for any claim arising out of the engagement in Other Business by Investor (including its Affiliates), except to the extent that Investor breaches its confidentiality obligations to the Company under Section [_] of the IRA. *External Note: To refer to the confidentiality provisions of the IRA.

11. Legal Fees. The Company shall, at or promptly following the execution of this Letter Agreement, pay directly or reimburse Investor for the reasonable fees and out-of-pocket expenses of [______], special counsel for Investor, not to exceed $[______], subject to submission by Investor of invoices or other reasonable supporting documentation therefor (provided that Investor may submit summary invoices that do not include detailed information regarding the time spent by or rates associated with such special counsel).

12. Governing Law. This Letter Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including any dispute or claim relating to non-contractual obligations) shall be governed by and construed in accordance with the laws of Delaware.

13. Termination. The rights described herein shall terminate and be of no further force or effect upon the earliest to occur of: (a) such time as Investor or any Affiliates of Investor no longer hold any shares of the Company’s capital stock; (b) the consummation of the sale of the Company’s securities pursuant to a registration statement filed by the Company under the Securities Act of 1933, as amended, in connection with the firm commitment underwritten offering of its securities to the general public or other transaction which results in its securities being listed on the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market; or (c) the consummation of a [Liquidation Event] that is effected (i) for independent business reasons unrelated to extinguishing such rights and (ii) for purposes other than (A) the reincorporation of the Company in a different state or (B) the formation of a holding company that will be owned exclusively by the Company’s stockholders and will hold all of the outstanding shares of capital stock of the Company’s successor.

14. Notices and Correspondence. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given upon the earlier to occur of actual receipt or when sent by electronic mail, if sent during normal business hours of the recipient, or if not, then on the next business day. All notices and other communications to Investor shall be sent to Investor via electronic mail at legalfilings@atlassian.com, except for such communications and notices made pursuant to Section 1 or Section 2 hereof, which shall be sent to ventures@atlassian.com.