4,200,000 Shares* BOTTOMLINE TECHNOLOGIES (DE), INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 4th, 2010 • Bottomline Technologies Inc /De/ • Services-prepackaged software • New York
Bottomline Technologies (de), Inc., a Delaware corporation (the “Company”), proposes to issue and sell 4,200,000 shares (the “Firm Shares”) of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), to Needham & Company, LLC, William Blair & Company, L.L.C., Canaccord Adams, Craig-Hallum Capital Group LLC and Barrington Research Associates, Inc. (collectively, the “Underwriters”), for whom Needham & Company, LLC is acting as representative (the “Representative”). The Company has also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional 630,000 shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). The Firm Shares and the Option Shares are referred to collectively herein as the “Shares.”
