Insert number of shares] RALLY SOFTWARE DEVELOPMENT CORP. COMMON STOCK Par value $0.0001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • April 2nd, 2013 • Rally Software Development Corp • Services-prepackaged software • New York
Rally Software Development Corp., a Delaware corporation (the “Company”), proposes to sell an aggregate of [·] shares (the “Firm Stock”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of [·] additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
SUPPORT AGREEMENTSupport Agreement • May 27th, 2015 • Rally Software Development Corp • Services-prepackaged software • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of May 27, 2015, is by and among CA, Inc., a Delaware corporation (“Parent”), Grand Prix Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and [ ] (the “Stockholder”).
ACQUISITION AGREEMENT BY AND AMONG CA, INC. GRAND PRIX ACQUISITION CORP. AND RALLY SOFTWARE DEVELOPMENT CORP. May 27, 2015Acquisition Agreement • May 27th, 2015 • Rally Software Development Corp • Services-prepackaged software • Delaware
THIS ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2015 by and among CA, Inc., a Delaware corporation (“Parent”), Grand Prix Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Rally Software Development Corp., a Delaware corporation (the “Company”). All capitalized terms that are used in this Agreement but not defined herein shall have the respective meanings ascribed thereto in Annex A.
RALLY SOFTWARE DEVELOPMENT CORP. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 11th, 2013 • Rally Software Development Corp • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this , 20 by and between RALLY SOFTWARE DEVELOPMENT CORP., a Delaware corporation (the “Corporation”), and (“Agent”).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • June 8th, 2015 • Rally Software Development Corp • Services-prepackaged software • Delaware
THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of December 9, 2014, between Rally Software Development Corp. (the “Company”) and CA, Inc. (“CA”).
ContractRally Software Development Corp • March 11th, 2013 • Services-prepackaged software • North Carolina
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
ContractRally Software Development Corp • March 11th, 2013 • Services-prepackaged software • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
RALLY SOFTWARE DEVELOPMENT CORP. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 11th, 2013 • Rally Software Development Corp • Services-prepackaged software • North Carolina
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of December 22, 2010 (“Closing Date”), by and between Square 1 Bank (“Bank”) and RALLY SOFTWARE DEVELOPMENT CORP. (“Borrower”).
RALLY SOFTWARE DEVELOPMENT CORP. AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 2nd, 2013 • Rally Software Development Corp • Services-prepackaged software • Delaware
THIS AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”) is entered into as of April 1, 2013 by and among RALLY SOFTWARE DEVELOPMENT CORP., a Delaware corporation (the “Company”), and the stockholders of the Company listed on listed on the signature pages hereto (the “Stockholders”).
SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 11th, 2013 • Rally Software Development Corp • Services-prepackaged software
This Seventh Amendment to Amended and Restated Loan and Security Agreement (the “Amendment”), is made and entered into as of October 2, 2013, by and between SQUARE 1 BANK (“Bank”) and RALLY SOFTWARE DEVELOPMENT CORP. (“Borrower”).
SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 12th, 2013 • Rally Software Development Corp • Services-prepackaged software
This Sixth Amendment to Amended and Restated Loan and Security Agreement (the “Amendment”), is entered into as of June 19, 2013, by and between SQUARE 1 BANK (“Bank”) and RALLY SOFTWARE DEVELOPMENT CORP. (“Borrower”).
CREDIT AGREEMENTCredit Agreement • November 7th, 2014 • Rally Software Development Corp • Services-prepackaged software • California
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of November 5, 2014, by and between RALLY SOFTWARE DEVELOPMENT CORP., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
RALLY SOFTWARE DEVELOPMENT CORP. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT MAY 27, 2011Investor Rights Agreement • March 11th, 2013 • Rally Software Development Corp • Services-prepackaged software • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of May 27, 2011, by and among RALLY SOFTWARE DEVELOPMENT CORP., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
December 18, 2014 Daniel Patton Dear Dan:Separation Agreement • April 7th, 2015 • Rally Software Development Corp • Services-prepackaged software • Colorado
This letter sets forth the substance of the Separation Agreement (the “Agreement”) which Rally Software Development Corp. (the “Company”) is offering to you to aid in your employment transition.
RALLY SOFTWARE DEVELOPMENT CORP. WARRANT TO PURCHASE SERIES C PREFERRED STOCKRally Software Development Corp • March 11th, 2013 • Services-prepackaged software • Colorado
THIS CERTIFIES THAT, for value received, , with its principal office at , or assigns (the “Holder”), is entitled to subscribe for and purchase from RALLY SOFTWARE DEVELOPMENT CORP., a Delaware corporation, with its principal office at 3333 Walnut Street, 1st Floor, Boulder, CO 80301 (the “Company”) Exercise Shares at the Exercise Price (each subject to adjustment as provided herein). This Warrant is being issued as one of a series of warrants (the “Warrants”) pursuant to the terms of the Note and Warrant Purchase Agreement, dated February 8, 2008 by and among the Company and the Purchasers therewith (the “Purchase Agreement”).
·] Shares RALLY SOFTWARE DEVELOPMENT CORP. COMMON STOCK Par value $0.0001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 2013 • Rally Software Development Corp • Services-prepackaged software • New York
Rally Software Development Corp., a Delaware corporation (the “Company”) and certain stockholders of the Company named in Schedule II attached hereto (the “Selling Stockholders”), propose to sell an aggregate of [·] shares (the “Firm Stock”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Of the [·] shares of the Firm Stock, [·] are being sold by the Company and [·] are being sold by the Selling Stockholders. In addition, the Selling Stockholders propose to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) options to purchase up to an aggregate of [·] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholders by the Underwriters.
EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 11th, 2014 • Rally Software Development Corp • Services-prepackaged software
This Eighth Amendment to Amended and Restated Loan and Security Agreement (the “Amendment”), is made and entered into as of December 13, 2013, by and between SQUARE 1 BANK (“Bank”) and RALLY SOFTWARE DEVELOPMENT CORP. (“Borrower”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • December 11th, 2013 • Rally Software Development Corp • Services-prepackaged software • Colorado
This Employee Proprietary Information, Inventions, Non-competition, and Non-solicitation Agreement (“Agreement”) is made in consideration for my employment or continued employment by RALLY SOFTWARE DEVELOPMENT CORP. or its subsidiaries or affiliates (the “Company”), and the compensation now and hereafter paid to me. I hereby agree as follows:
