Hortonworks, Inc. Sample Contracts

Hortonworks, Inc. Common Stock, par value $0.0001 per share Underwriting Agreement
Underwriting Agreement • February 1st, 2016 • Hortonworks, Inc. • Services-prepackaged software • New York

Hortonworks, 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 I hereto (the “Underwriters”) an aggregate of shares (the “Firm Shares”) and, at the election of the Underwriters, up to additional shares (the “Optional Shares”) of Common Stock, par value $0.0001 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 29th, 2014 • Hortonworks, Inc. • Services-prepackaged software • Delaware

This Indemnification Agreement (“Agreement”) is made as of by and between Hortonworks, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2018 • Hortonworks, Inc. • Services-prepackaged software • California

This Amended and Restated Employment Agreement (“Agreement”) is made as of the 13th day of September, 2017 (the “Effective Date”), between Hortonworks, Inc., a Delaware corporation (the “Company”), and Robert Bearden (the “Executive”).

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SUPPORT AGREEMENT
Support Agreement • October 3rd, 2018 • Hortonworks, Inc. • Services-prepackaged software • Delaware

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 3, 2018 by and between Hortonworks, Inc., a Delaware corporation (“Hortonworks”), and the undersigned stockholder (“Stockholder”) of Cloudera, Inc., a Delaware corporation (“Cloudera”). Capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (defined below).

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50,000,000 SENIOR SECURED CREDIT FACILITIES AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 1, 2017 among HORTONWORKS, INC. as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, and SILICON VALLEY BANK, as Administrative...
Credit Agreement • November 2nd, 2017 • Hortonworks, Inc. • Services-prepackaged software • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of November 1, 2017 is entered into by and among, HORTONWORKS, INC., a Delaware corporation (“Hortonworks” and, together with any Subsidiary of Hortonworks that hereafter is designated in a writing signed by Hortonworks and the Administrative Agent as an additional Borrower hereunder, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”) and SVB, as the Issuing Lender and the Swingline Lender.

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30,000,000 SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of November 2, 2016 among HORTONWORKS, INC. as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, and SILICON VALLEY BANK, as Administrative Agent
Credit Agreement • November 3rd, 2016 • Hortonworks, Inc. • Services-prepackaged software • New York

THIS CREDIT AGREEMENT (this “Agreement”), dated as of November 2, 2016 is entered into by and among, HORTONWORKS, INC., a Delaware corporation (“Hortonworks” and, together with any Subsidiary of Hortonworks that hereafter is designated in a writing signed by Hortonworks and the Administrative Agent as an additional Borrower hereunder, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), and SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).

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RESTRICTED STOCK PURCHASE AGREEMENT
Restricted Stock Purchase Agreement • November 10th, 2014 • Hortonworks, Inc. • Services-prepackaged software • Delaware

THIS RESTRICTED STOCK PURCHASE AGREEMENT is entered into as of June 30, 2011, by HortonWorks, Inc., a Delaware corporation (the “Company”), and Rob Bearden (the “Purchaser”).

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among CLOUDERA, INC. SURF MERGER CORPORATION and HORTONWORKS, INC. October 3, 2018
Agreement and Plan of Merger and Reorganization • October 3rd, 2018 • Hortonworks, Inc. • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of October 3, 2018 by and among Cloudera, Inc., a Delaware corporation (“Cloudera”), Surf Merger Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Cloudera (“Merger Sub”), and Hortonworks, Inc., a Delaware corporation (“Hortonworks”). All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in Annex A.

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COMMERCIAL AGREEMENT
Commercial Agreement • November 10th, 2014 • Hortonworks, Inc. • Services-prepackaged software • California

This Commercial Agreement (the “Agreement”) is made and entered into as of June 21, 2011, by and between HortonWorks, Inc., a Delaware corporation (“HortonWorks”), and Yahoo! Inc., a Delaware corporation (“Yahoo”). Yahoo and HortonWorks are referred to herein individually as a “Party” or together as the “Parties.”

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 7th, 2017 • Hortonworks, Inc. • Services-prepackaged software • New York

This Second Amendment to Credit Agreement (this “Amendment”) dated as of September 22, 2017, is entered into by and among HORTONWORKS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Amendment (each a “Lender” and, collectively, the “Lenders”), and SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).

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SUPPORT AGREEMENT
Support Agreement • October 3rd, 2018 • Hortonworks, Inc. • Services-prepackaged software • Delaware

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 3, 2018 by and between Cloudera, Inc., a Delaware corporation (“Cloudera”), and the undersigned stockholder (“Stockholder”) of Hortonworks, Inc., a Delaware corporation (“Hortonworks”). Capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (defined below).

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HORTONWORKS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 23, 2014
Investors’ Rights Agreement • December 1st, 2014 • Hortonworks, Inc. • Services-prepackaged software • California

This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 23rd day of July, 2014, by and among HORTONWORKS, INC., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which, when signing in its capacity as an investor, is herein referred to as an “Investor” and collectively as the “Investors”.

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STADIUM TECHCENTER LEASE BETWEEN THE LANDING SC, LLC, AS LANDLORD, AND HORTONWORKS, INC., AS TENANT
Hortonworks, Inc. • August 11th, 2014 • Services-prepackaged software • California

THIS LEASE, made as of this 19th day of May, 2014, is by and between THE LANDING SC, LLC, a Delaware limited liability company (“Landlord”), and HORTONWORKS, INC., a Delaware corporation (“Tenant”).

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HORTONWORKS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 23, 2014
Rights Agreement • August 11th, 2014 • Hortonworks, Inc. • Services-prepackaged software • California

This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 23rd day of July, 2014, by and among HORTONWORKS, INC., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which, when signing in its capacity as an investor, is herein referred to as an “Investor” and collectively as the “Investors”.

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Contract
Hortonworks, Inc. • August 11th, 2014 • Services-prepackaged software • California

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

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Contract
Hortonworks, Inc. • November 10th, 2014 • Services-prepackaged software • California

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

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HORTONWORKS, INC. COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • December 1st, 2014 • Hortonworks, Inc. • Services-prepackaged software • California

THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of December 1, 2014, by and between Hortonworks, Inc., a Delaware corporation (the “Company”) and Passport Capital, LLC (“Passport”).

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HORTONWORKS/MICROSOFT HDP FOR MICROSOFT PLATFORMS AGREEMENT
Microsoft Platforms Agreement • November 10th, 2014 • Hortonworks, Inc. • Services-prepackaged software • Washington

This HDP for Microsoft Platforms Agreement (“Agreement”) is entered into between Hortonworks, Inc., a Delaware corporation with offices located at 455 W. Maude Avenue, Suite 200, Sunnyvale, California 94085 (“Hortonworks”) and Microsoft Corporation, a Washington corporation with offices at One Microsoft Way, Redmond, WA 98052 (“Microsoft”) as of July 3, 2012 (“Effective Date”).

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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 15th, 2018 • Hortonworks, Inc. • Services-prepackaged software • New York

This First Amendment to Amended and Restated Credit Agreement (this “Amendment”) dated as of December 12, 2017, is entered into by and among HORTONWORKS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Amendment (each a “Lender” and, collectively, the “Lenders”), and SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).

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Amendment #3 to the Commercial Agreement
Commercial Agreement • March 15th, 2016 • Hortonworks, Inc. • Services-prepackaged software

This Amendment #3 (“Amendment #3”) is made and entered into as of December 29, 2015 (the “Amendment #3 Effective Date”) by and between Hortonworks, Inc. (“Hortonworks”) and Yahoo! Inc. (“Yahoo”) and amends the Commercial Agreement entered into between the Parties dated June 21, 2011 (as amended) (the “Agreement”). Capitalized terms not otherwise defined herein will have the meanings set forth in the Agreement. In the event of a conflict between the terms of the Agreement and this Amendment #3, terms of this Amendment #3 will prevail.

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ALLOCATION AGREEMENT
Allocation Agreement • November 10th, 2014 • Hortonworks, Inc. • Services-prepackaged software • California

This ALLOCATION AGREEMENT (the “Agreement”) is made and entered into as of March 24, 2014, by and among Hortonworks, Inc., a Delaware corporation (the “Company”) and Passport Capital, LLC (the “Investor”). All capitalized terms not otherwise defined shall have the respective meanings ascribed thereto in Section 4.

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Name] [Address] Re: Post-Termination Exercise Period Dear [Name]:
Hortonworks, Inc. • June 19th, 2015 • Services-prepackaged software • California

Hortonworks, Inc. (the “Company”) is pleased to offer you the following amendment concerning the terms of your equity with the Company. This offer, if not accepted, will expire at the close of business on [ ], 2015.

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