4,400,000 Shares* Bottomline Technologies (de), Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 2005 • Bottomline Technologies Inc /De/ • Services-prepackaged software • New York
Bottomline Technologies (de), Inc., a Delaware corporation (the “Company”), proposes to issue and sell 3,150,000 shares (the “Company Firm Shares”) of the Company’s Common Stock, $.001 par value per share (the “Common Stock”), and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose to sell an aggregate of 1,250,000 shares (the “Selling Stockholder Firm Shares”) of Common Stock, in each case to you and to the several other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”). The Company and the Selling Stockholders also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional 410,000 shares (the “Company Option Shares”) and 250,000 shares (the “Selling Stockholder Option Shares”) of Common Stock, respectively, on the terms and for the purposes set forth in Section 1(b). The Company Firm Shares and the Se
