0001047469-13-002517 Sample Contracts

RALLY SOFTWARE DEVELOPMENT CORP. INDEMNIFICATION AGREEMENT
Indemnification 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”).

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Rally 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.

Contract
Rally 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 AGREEMENT
Loan 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. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT MAY 27, 2011
Investor 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.”

RALLY SOFTWARE DEVELOPMENT CORP. WARRANT TO PURCHASE SERIES C PREFERRED STOCK
Rally 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”).

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