Q2 Holdings, Inc. 4,559,156 Shares of Common Stock Underwriting AgreementLetter Agreement • February 23rd, 2015 • Q2 Holdings, Inc. • 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 1,500,000 shares of Common Stock, par value $ 0.0001 per share, of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of 3,059,156 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 270,787 shares of Common Stock of the Company, and the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional 413,086 shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Share
