0001193125-14-428405 Sample Contracts

Hortonworks, Inc. Common Stock, par value $0.0001 per share Underwriting Agreement
Underwriting Agreement • December 1st, 2014 • 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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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”.

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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