·] Shares RALLY SOFTWARE DEVELOPMENT CORP. COMMON STOCK Par value $0.0001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 2013 • Rally Software Development Corp • Services-prepackaged software • New York
Rally Software Development Corp., a Delaware corporation (the “Company”) and certain stockholders of the Company named in Schedule II attached hereto (the “Selling Stockholders”), propose to sell an aggregate of [·] shares (the “Firm Stock”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Of the [·] shares of the Firm Stock, [·] are being sold by the Company and [·] are being sold by the Selling Stockholders. In addition, the Selling Stockholders propose to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) options to purchase up to an aggregate of [·] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholders by the Underwriters.
