IronPlanet, Inc. Shares of Common Stock Underwriting AgreementUnderwriting Agreement • May 28th, 2010 • IronPlanet Inc. • Services-business services, nec • New York
IronPlanet, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of common stock, par value $0.001 per share, of the Company (“Common Stock”), and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose severally and not jointly to sell to the several Underwriters an aggregate of shares of Common Stock (collectively, the “Underwritten Shares”). Except as otherwise specifically provided in Sections 4, 8, and 9 hereunder, the term “Selling Stockholders” includes those stockholders named Management Selling Stockholders in Schedule 2 hereto (the “Management Selling Stockholders”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional shares of Common Stock (collectively, the “Option Shares”). The Underwrit
