Zendesk, Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • March 16th, 2015 • Zendesk, Inc. • Services-computer processing & data preparation • New York
Zendesk, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule II hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [—] shares and, at the election of the Underwriters, up to [—] additional shares of common stock, par value $0.01 per share (“Stock”), of the Company. The stockholders of the Company named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to issue and sell to the Underwriters an aggregate of [—] shares of Stock. The aggregate of [—] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of up to [—] additional shares to be sold by the Company is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereo
