Q2 Holdings, Inc. 2,637,986 Shares of Common Stock Underwriting AgreementQ2 Holdings, Inc. • June 6th, 2019 • Services-prepackaged software • New York
Q2 Holdings, 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 2,517,986 shares of Common Stock, par value $ 0.0001 per share, of the Company, and the stockholder of the Company named in Schedule 2 hereto (the “Selling Stockholder”) proposes to sell to the several Underwriters an aggregate of 120,000 shares of Common Stock of the Company (collectively with the shares to be sold by the Company, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 395,698 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herei
To: Q2 Holdings, Inc. 13785 Research Blvd., Suite 150 Austin, TX 78750 Attention: [Chief Financial Officer] Telephone No.: (512) 275-0072 Facsimile No.: [ ]Q2 Holdings, Inc. • June 6th, 2019 • Services-prepackaged software • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [ ] (“Dealer”) and Q2 Holdings, Inc., a Delaware corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Q2 HOLDINGS, INC. 0.75% CONVERTIBLE SENIOR NOTES DUE 2026 PURCHASE AGREEMENT June 5, 2019Q2 Holdings, Inc. • June 6th, 2019 • Services-prepackaged software • New York
