0001144204-14-008256 Sample Contracts

Datawatch Corporation 2,018,250 Shares* Common Stock ($0.01 par value per share) Underwriting Agreement
Underwriting Agreement • February 13th, 2014 • Datawatch Corp • Services-prepackaged software • New York

Datawatch Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom Canaccord Genuity Inc. and William Blair & Company, L.L.C. are acting as representatives (in such capacity, the “Representatives”), an aggregate of 1,755,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 263,250 additional shares (the “Optional Shares”), of common stock, par value $0.01 per share, of the Company (“Common Stock”). The Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 3 hereof are herein collectively called the “Shares.”

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