Form of Underwriting Agreement

Exhibit 1.1

Micrus Endovascular Corporation
[                      ] Shares
Common Stock ¹

Form of Underwriting Agreement

[                ], 2006

A.G. Edwards & Sons, Inc.
CIBC World Markets Corp.
Needham & Company, LLC

As Representatives of the Several
Underwriters Named in Schedule A

c/o A.G. Edwards & Sons, Inc.
One North Jefferson Avenue
St. Louis, Missouri 63103

Ladies and Gentlemen:

           Section 1. Introductory . Micrus Endovascular Corporation, a Delaware corporation ( “Company” ), has an authorized capital stock consisting of (i) 50,000,000 shares, $0.01 par value per share, of Common Stock on the date hereof ( “Common Stock” ), of which [                      ] shares were outstanding as of [          , 2006], and (ii) and [                      ] shares of Preferred Stock, $0.01 par value per share on the date hereof, none of which were outstanding as of [          , 2006]. The stockholders named in Schedule B (“ Selling Stockholders ”) propose to sell [                      ] shares of Common Stock (“ Firm Shares” ) to the several underwriters named in Schedule A ( “Underwriters” ), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to [                      ] additional shares of Common Stock ( “Option Shares” ) as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.”

     You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective.

     The Company and each Selling Stockholder hereby confirm their respective agreements with the Underwriters as follows:

           Section 2. Representations and Warranties of the Company . The Company represents and warrants to the several Underwriters that:

     (a) The Company has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form S-3 (No. 333-                      ), including the related preliminary prospectus or prospectuses, covering the registration of the Shares under the 1933 Act of 1933, as amended (the “ 1933 Act”). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“ Rule 430A ”) of the rules and regulations of the Commission under the 1933 Act (the “ 1933 Act Regulations ”) and paragraph (b) of Rule 424 (“ Rule 424(b) ”) of the 1933 Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “ Rule 430A Information .” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “ preliminary prospectus .” Such registration statement, including the exhibits and any schedules thereto, at the time it became effective, and including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the Rule 430A Information, is herein called the “ Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the “ Rule 462(b) Registration Statement ,” and after such filing the term “ Registration Statement ” shall include the Rule 462(b) Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Shares, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement and any preliminary prospectuses that form a part thereof, is herein called the “ Prospectus .” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“ EDGAR ”).

     All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or

included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

     (b) The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, has become effective; no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment is in effect, and no proceedings for such purpose are pending before or threatened by the Commission.

     (c) (i) The Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the 1933 Act and the applicable 1933 Act Regulations thereunder, and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each preliminary prospectus and the Prospectus complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

As of the Applicable Time, neither (x) the Issuer General Use Free Writing Prospectus(es) issued at or prior to the Applicable Time and the Statutory Prospectus and the number of shares, public offering price and other net proceeds of the public offering set forth in Schedule C , all considered together (collectively, the “ General Disclosure Package ”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     As used in this subsection and elsewhere in this Agreement:

     Each Issuer Free Writing prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the issuer notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified.

     The representations and warranties in this subsection shall not apply to statements in the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein and which are referred to in Section 4 hereof.

     (d) The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Statutory Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder (the “ Exchange Act Regulations ”), and, when read together with the other information in the Prospectus at the time the Registration Statement became effective, at the time the Prospectus was issued and at the Closing Date (as defined below), did not and will not contain an untrue statement of a material

fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

     (e) The Commission has not issued any order preventing or suspending the use of any preliminary prospectus or Issuer Free Writing Prospectus, and each preliminary prospectus and Issuer Free Writing Prospectus, has conformed in all material respects with the requirements of the 1933 Act and, as of its date, has not included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading; and when the Registration Statement became or becomes effective, and at all times subsequent thereto, up to the First Closing Date or the Second Closing Date hereinafter defined, as the case may be, the Registration Statement, including the information deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430A(b), if applicable, and the Prospectus, and General Disclosure Package and any amendments or supplements thereto, contained or will contain all statements that are required to be stated therein in accordance with the 1933 Act and in all material respects conformed or will in all material respects conform to the requirements of the 1933 Act, and neither the Registration Statement, the Prospectus nor the General Disclosure Package, nor any amendment or supplement thereto, included or will include any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however , that the Company makes no representation or warranty as to information contained in or omitted from any preliminary prospectus, the Registration Statement, the Prospectus, or General Disclosure Package or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in the preparation thereof and which are referred to in Section 4 hereof.

     (f) Micrus SA and Micrus Endovascular UK are the only subsidiaries of the Company (the “Subsidiaries”). The Company and the Subsidiaries have been duly incorporated and are validly existing as corporations in good standing under the laws of their respective places of incorporation, with corporate power and authority to own their properties and conduct their business as described in the Prospectus; the Company and the Subsidiaries are duly qualified to do business as foreign corporations under the corporation law of, and are in good standing as such in, each jurisdiction in which they own or lease substantial properties, have an office, or in which substantial business is conducted and such qualification is required except in any such case where the failure to so qualify or be in good standing would not have a material adverse effect upon the Company and the Subsidiaries and their business, condition, financial or otherwise, results of operations or prospects taken as a whole (“Material Adverse Effect”); and no proceeding of which the Company has knowledge has been instituted in any such jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification, except as would not have a Material Adverse Effect.

     (g) Except as disclosed in the Registration Statement, the Prospectus and the General Disclosure Package, the Company owns 100 percent of the issued and outstanding capital stock of the Subsidiaries, free and clear of any claims, liens, encumbrances or security interests, and all of such capital stock has been duly authorized and validly issued and is fully paid and nonassessable.

     (h) The issued and outstanding shares of capital stock of the Company as set forth in the Prospectus and the General Disclosure Package have been duly authorized and validly issued, are fully paid and nonassessable, and conform to the description thereof contained in the Prospectus and the General Disclosure Package.

     (i) The Shares to be sold by the Company and the Selling Stockholders have been duly authorized and when issued, delivered and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and will conform to the description thereof contained in the Prospectus and the General Disclosure Package.

     (j) The making and performance by the Company of this Agreement have been duly authorized by all necessary corporate action and will not (i) violate any provision of the Company’s amended and restated certificate of incorporation or bylaws (collectively, the “Charter Documents”), (ii) result in the breach, or be in contravention, of any provision of any agreement, franchise, license, indenture, mortgage, deed of trust, or other instrument to which the Company or any of the Subsidiaries is a party or by which the Company or any Subsidiaries or the property of any of them may be bound or affected and that is filed as an exhibit to, or incorporated by reference in, the Registration Statement (“Applicable Contract”) except to the extent such violation, breach or contravention would not have a Material Adverse Effect or affect the consummation of the offering contemplated herein, (iii) violate, breach or be in contravention of any order, rule or regulation applicable to the Company or any of the Subsidiaries of any court or regulatory body, administrative agency or other governmental body having jurisdiction over the Company or any of the Subsidiaries or any of their respective properties, or any order of any court or governmental agency or authority entered in any proceeding to which the Company or any of the Subsidiaries was or is now a party or by which it is bound except to the extent such violation, breach or contravention could not have a Material Adverse Effect or affect the consummation of the offering contemplated herein. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated herein, except for compliance with the 1933 Act and blue sky laws applicable to the public offering of the Shares by the several Underwriters and clearance of such offering with the National Association of Securities Dealers, Inc. (“NASD”) and except to the extent the failure by the Company to obtain such consent, approval, authorization or other order

would not have a Material Adverse Effect or affect the consummation of the offering contemplated herein. This Agreement has been duly executed and delivered by the Company.

     (k) The accountants who have expressed their opinions with respect to certain of the financial statements and schedules included in the Registration Statement are independent accountants as required by the 1933 Act.

     (l) The consolidated financial statements, together with the related notes and schedules of the Company included and incorporated in the Registration Statement, present fairly, in all material respects, the consolidated financial position of the Company as of the respective dates of such financial statements, and the consolidated results of operations and cash flows of the Company for the respective periods covered thereby, all in conformity with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed in the Prospectus and the General Disclosure Package; and the supporting schedules included in the Registration Statement present fairly, in all material respects, the information required to be stated therein. The financial information set forth in the Prospectus under “Selected Consolidated Financial Data” presents fairly on the basis stated in the Prospectus, the information set forth therein.

     The pro forma financial statements and other pro forma information included in the Prospectus and the General Disclosure Package present fairly, in all material respects, the information shown therein, have been prepared in accordance with generally accepted accounting principles and the Commission’s rules and guidelines with respect to pro forma financial statements and other pro forma information and have been properly compiled on the pro forma basis described therein, and, in the opinion of the Company, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate under the circumstances.

     (m) Neither the Company nor any of the Subsidiaries is in violation of their Charter Documents or in default under any consent decree, or in default with respect to any material provision of any Applicable Contract or any other lease, loan agreement, franchise, license, permit or other contract obligation to which it is a party which either singly or in the aggregate would have a Material Adverse Effect and, to the Company’s knowledge, there does not exist any state of facts which constitutes an event of default by the other party thereto as defined in such documents or which, with notice or lapse of time or both, would constitute such an event of default, in each case, which singly nor in the aggregate would have a Material Adverse Effect.

     (n) There are no material legal or governmental proceedings pending, or to the Company’s knowledge, threatened to which the Company or any of the Subsidiaries is or may be a party or of which material property owned or leased by the Company or any of the Subsidiaries

is or may be the subject, or which are related to environmental or discrimination matters which are not disclosed in the Prospectus or the General Disclosure Package, or which question the validity of this Agreement or any action taken or to be taken pursuant hereto.

     (o) There are no holders of securities of the Company having rights to registration thereof or preemptive rights to purchase Common Stock except as disclosed in the Prospectus or the General Disclosure Package. Holders of registration rights have waived such rights with respect to the offering being made by the Prospectus and the General Disclosure Package.

     (p) The Company and each of the Subsidiaries have good and marketable title to all the properties and assets reflected as owned in the consolidated financial statements hereinabove described (or elsewhere in the Prospectus or the General Disclosure Package), subject to no lien, mortgage, pledge, charge or encumbrance of any kind except those, if any, reflected in such financial statements (or elsewhere in the Prospectus or the General Disclosure Package) or which are not material to the Company and the Subsidiaries taken as a whole. The Company and the Subsidiaries hold their respective leased properties which are material to the Company and the Subsidiaries taken as a whole, under valid and binding leases.

     (q) The Company has not taken and will not take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

     (r) Subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and the General Disclosure Package, and except as contemplated by the Prospectus and the General Disclosure Package, the Company and the Subsidiaries, taken as a whole, have not incurred any material liabilities or obligations, direct or contingent, nor entered into any material transactions not in the ordinary course of business and there has not been any material adverse change in their condition (financial or otherwise) or results of operations nor any material change in their capital stock, short-term debt or long-term debt.

     (s) There is no material document required by the 1933 Act to be described in the Registration Statement, the Prospectus or the General Disclosure Package or to be filed as an exhibit to, or incorporated by reference in, the Registration Statement which is not described or filed as required.

     (t) Except as described in or as may otherwise result due to the outcome of the Company’s pending litigation with Boston Scientific Corporation described in the Prospectus and the General Disclosure Package, the Company together with the Subsidiaries owns and

possesses all right, title and interest in and to, or has duly licensed from third parties, all patents, patent rights, trade secrets, inventions, know-how, trademarks, trade names, copyrights, service marks and other proprietary rights ( “Trade Rights” ) material to the business of the Company and the Subsidiaries taken as a whole as currently conducted or proposed to be conducted and described in the Prospectus and the General Disclosure Package. Except as described in or as may otherwise result due to the outcome of the Company’s pending litigation with Boston Scientific Corporation described in the Prospectus and the General Disclosure Package, neither the Company nor any of the Subsidiaries has received any notice of infringement, misappropriation or conflict from any third party as to such material Trade Rights which has not been resolved or disposed of and, except as described in the Prospectus and the General Disclosure Package, neither the Company nor any of the Subsidiaries has infringed, misappropriated or otherwise conflicted with material Trade Rights of any third parties, which infringement, misappropriation or conflict would have a Material Adverse Effect.

     (u) Except as described in the Prospectus and the General Disclosure Package, the conduct of the business of the Company and the Subsidiaries is in compliance in all respects with applicable federal, state, local and foreign laws and regulations, except where the failure to be in compliance would not have a Material Adverse Effect. The Company has no knowledge of, nor has the Company received any notice of, investigation, product recall or detention, warning letter, seizure or other material regulatory action by the U.S. Food and Drug Administration or by the Department of Health and Human Services Office of Inspector General.

     (v) Except as disclosed in the Prospectus and the General Disclosure Package, all offers and sales of the Company’s capital stock prior to the date hereof were at all relevant times exempt from the registration requirements of the 1933 Act and were duly registered with or the subject of an available exemption from the registration requirements of the applicable state securities laws.

     (w) The Company has filed all necessary federal and state income and franchise tax returns and has paid all taxes shown as due thereon, and there is no tax deficiency that has been, or to the knowledge of the Company might be, asserted against the Company or any of its properties or assets that would or could reasonably be expected to have a Material Adverse Effect.

     (x) The Company has filed an application to list the Shares on the Nasdaq National Market, and has received notification that the listing has been approved, subject to notice of issuance or sale of the Shares, as the case may be.

     (y) The Company is not, and does not intend to conduct its business in a manner in which it would become, an “investment company” as defined in Section 3(a) of the Investment Company Act of 1940, as amended ( “Investment Company Act” ).

     (z) Neither the Company nor the any of the Subsidiaries does or intends to do business with the government of Cuba within the meaning of Section 517,075, Florida Statutes.

     (aa) The Company maintains a system of internal accounting controls, with respect to itself and the Subsidiaries, sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company maintains “disclosure controls and procedures” in compliance with the requirements of Rule 13a-15 under the Exchange Act and the Nasdaq National Market. The Company is otherwise in compliance in all material respects with all applicable effective provisions of the Sarbanes-Oxley Act and is actively taking steps to ensure that it will be in compliance with other applicable provisions of the Sarbanes-Oxley Act not currently in effect upon the effectiveness of such provisions.

     (bb) The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a material role in the Company’s internal controls over financial reporting; and any material weaknesses in internal controls that have been identified for the Company’s auditors. Since the date of the most recent evaluation of such “disclosure controls and procedures,” there have been no significant changes in internal controls over financial reporting or in other factors that could significantly affect internal controls over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

     (cc) The Company has provided you with true, correct, and complete copies of all documentation pertaining to any extension of credit in the form of a personal loan made, directly or indirectly, by the Company to any director or executive officer of the Company, or to any family member or affiliate of any director or executive officer of the Company that are currently outstanding.

     (dd) The operations of the Company and the Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or the Subsidiaries with respect to the Money Laundering Laws is pending, or to the best knowledge of the Company, threatened.

     (ee) Neither the Company nor any of the Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or the Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

     (ff) Neither the Company nor any of the Subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or the Subsidiaries, has, directly or indirectly, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee or to foreign or domestic political parties or campaigns from corporate funds; violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

     (gg) At the time of filing the Registration Statement, and at the date hereof , the Company was not and is not an “ineligible issuer,” as defined in Rule 405 of the 1933 Act.

     (hh) The Company represents that, unless it obtained the prior consent of the Representatives, and each Underwriter represents that, unless it obtained the prior consent of the Company and the Representatives, it has not made any offer relating to the Shares that constitutes an “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act, or that otherwise constitutes a “free writing prospectus,” as defined in Rule 405 of the 1933 Act, required to be filed with the Commission. Any such free writing prospectus that was consented to by the Company and the Representatives is hereafter referred to as a “ Permitted Free Writing Prospectus ” and is listed on Schedule D hereto. The Company represents that it has treated each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied with the requirements of Rule 433 applicable to any Permitted Free Writing

Prospectus, including timely filing with the Commission where required, legending and record keeping.

Any certificate signed by an officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to matters covered thereby.

Section 3 . Representations and Warranties of the Selling Stockholders . Each Selling Stockholder, severally and not jointly, represents and warrants to the several Underwriters that:

     (a) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power-of-Attorney and Custody Agreement substantially in the form of Exhibit A hereto (hereinafter referred to as a “ Stockholders’ Agreement ”), and for the sale and delivery of the Firm Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement and the Stockholders’ Agreement, to make the representations, warranties and agreements hereunder and thereunder, and to sell, assign, transfer and deliver the Firm Shares to be sold by such Selling Stockholder hereunder.

     (b) Certificates in negotiable form representing all of the Firm Shares to be sold by such Selling Stockholder have been placed in custody under the Stockholders’ Agreement, in the form heretofore furnished to you, duly executed and delivered by such Selling Stockholder to the Custodian, and such Selling Stockholder has duly executed and delivered a power-of-attorney, in the form heretofore furnished to you and included in the Stockholders’ Agreement (the “ Power-of-Attorney ”), appointing John T. Kilcoyne and Robert A. Stern, and each of them, as such Selling Stockholder’s attorney-in-fact (the “ Attorneys-in-Fact ”) with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to determine (subject to the provisions of the Stockholders’ Agreement) the purchase price to be paid by the Underwriters to the Selling Stockholders as provided in Section 5 hereof, to authorize the delivery of the Firm Shares to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement and the Stockholders’ Agreement.

     (c) Such Selling Stockholder specifically agrees that the Firm Shares represented by the certificates held in custody for such Selling Stockholder under the Stockholders’ Agreement are for the benefit of and coupled with and subject to the interests of the Underwriters, the Custodian, the Attorneys-in-Fact, each other Selling Stockholder and the Company, that the arrangements made by such Selling Stockholder for such custody, and the appointment by such Selling Stockholder of the Attorneys-in-Fact by the Power-of-Attorney, are to that extent irrevocable, and that the obligations of such Selling Stockholder hereunder shall

not be terminated by operation of law, whether by the death, disability, incapacity, liquidation or dissolution of any Selling Stockholder or by the occurrence of any other event. If any individual Selling Stockholder or any executor or trustee for a Selling Stockholder should die or become incapacitated, or if any Selling Stockholder that is an estate or trust should be terminated, or if any Selling Stockholder that is a partnership or corporation should be dissolved, or if any other such event should occur, before the delivery of the Firm Shares hereunder, certificates representing the Firm Shares shall be delivered by or on behalf of the Selling Stockholders in accordance with the terms and conditions of this Agreement and of the Stockholders’ Agreement, and actions taken by the Attorneys-in-Fact pursuant to the Powers-of-Attorney shall be as valid as if such death, incapacity, disability, termination, liquidation, dissolution or other event had not occurred, regardless of whether or not the Custodian, the Attorneys-in-Fact, or any of them, shall have received notice of such death, incapacity, disability, termination, liquidation, dissolution or other event.

     (d) This Agreement and the Stockholders’ Agreement have each been duly authorized, executed and delivered by such Selling Stockholder and each such document constitutes a valid and binding obligation of such Selling Stockholder, enforceable in accordance with its terms.

     (e) No consent, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body is required in connection with the sale of the Firm Shares by such Selling Stockholder or the consummation by such Selling Stockholder of the transactions on its part contemplated by this Agreement and the Stockholders’ Agreement, except such as have been obtained under the 1933 Act and such as may be required under state securities or Blue Sky laws or the by-laws and rules of the NASD in connection with the purchase and distribution by the Underwriters of the Firm Shares to be sold by such Selling Stockholder.

     (f) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under this Agreement do not and will not (i) contravene any provision of applicable law, or the certificate of incorporation, or certificate of formation, or by-laws, or operating agreement or other constitutive documents of such Selling Stockholder (if such Selling Stockholder is a corporation or other entity), or (ii) conflict with or constitute a breach of, or default under, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Shares to be sold by such Selling Stockholder or (iii) contravene any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder; and no consent, approval,

authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement of such Selling Stockholder, except such as have been already obtained or as may be required by the Exchange Act, the securities laws or Blue Sky laws of the various jurisdictions and any consent or approval required by the NASD in connection with the offer and sale of the Shares.

     (g) Such Selling Stockholder has, and at the First Closing Date will have, good and marketable title to the Firm Shares to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or claims whatsoever; and, upon delivery of such Firm Shares and payment therefor pursuant hereto, good and marketable title to such Firm Shares, free and clear of all liens, encumbrances, equities or claims whatsoever, will be delivered to the Underwriters.

     (h) On the First Closing Date all stock transfer or other taxes (other than income taxes) that are required to be paid in connection with the sale and transfer of the Firm Shares to be sold by such Selling Stockholder to the several Underwriters hereunder will have been fully paid or provided for by such Selling Stockholder and all laws imposing such taxes will have been fully complied with.

     (i) Other than as permitted by the 1933 Act, such Selling Stockholder has not distributed and will not distribute any preliminary prospectus, the Prospectus, the General Disclosure Package or any other offering material in connection with the offering and sale of the Firm Shares. Such Selling Stockholder has not taken and will not at any time take, directly or indirectly, any action designed, or that might reasonably be expected, to cause or result in, or that will constitute, stabilization of the price of shares of Common Stock to facilitate the sale or resale of any of the Firm Shares.

     (j) All information with respect to such Selling Stockholder contained in the Registration Statement, any preliminary prospectus, the Prospectus, the General Disclosure Package or any amendment or supplement thereto complied or will comply in all material respects with all applicable requirements of the 1933 Act and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

     (k) Such Selling Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 2 are not materially true and correct, is familiar with the Registration Statement, the General Disclosure Package and the Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Prospectus or General Disclosure Package that has had, or may have, a material adverse effect on the Company and its subsidiaries, taken as a whole. Such Selling Stockholder is not prompted by any

information concerning the Company or its subsidiaries which is not set forth in the Registration Statement, the General Disclosure Package and the Prospectus to sell its Shares pursuant to this Agreement.

     (l) The Registration Statement, any Rule 462(b) Registration Statement, the General Disclosure Package, and any post-effective amendment, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this Section 3 are limited to statements or omissions made in reliance upon information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for the use in the Registration Statement, the Prospectus or any amendments or supplements thereto.

     (m) In order to document the Underwriters’ compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, such Selling Stockholder agrees to deliver to you prior to or at the First Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

     (n) Such Selling Stockholder, directly or indirectly, has not entered into any commitment, transaction, or other arrangement, including any prepaid forward contract, 10b5-1 plan or similar agreement, that transfers or may transfer any of the legal or beneficial ownership or any of the economic consequences of ownership of Common Stock, except as has been previously disclosed in writing to the Underwriters.

     (o) Such Selling Stockholder has, and on the First Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the Uniform Commercial Code as in effect in the State of New York (the “ UCC ”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares.

     (p) The Shares to be sold by such Selling Stockholder pursuant to this Agreement are certificated securities in registered form and are not held in any securities account or by or

through any securities intermediary within the meaning of the UCC and certificates for all of the Shares to be sold by such Selling Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been, or will be prior to the First Closing Date, placed in custody with [                ], the Transfer Agent, with instructions to deliver such Shares to the Underwriters pursuant to this Agreement.

     (q) Upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC , to such Shares), (A) DTC shall be a “protected purchaser,” within the meaning of Section 8-303 of the UCC, of such Shares and will acquire its interest in the Shares (including, without limitation, all rights that such Selling Stockholder had or has the power to transfer in such Shares) free and clear of any adverse claim within the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

     (r) Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to or which has constituted or would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

     (s) Except as previously disclosed to the Representatives, neither such Selling Stockholder nor any of its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, or is a person associated with

(within the meaning of Article I(dd) of the By-laws of the NASD), any member firm of the NASD.

          (t) Such Selling Stockholder represents that it has not made any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 of the 1933 Act, required to be filed with the Commission.

     Any certificate signed by or on behalf of a Selling Stockholder as such and delivered to the Representatives or to counsel for the Underwriters pursuant to the terms of this Agreement shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby.

           Section 4 . Representations and Warranties of the Underwriters . The Representatives, on behalf of the several Underwriters, represent and warrant to the Company that the information set forth under paragraphs [eight, thirteen, fourteen through twenty-five] in “Underwriting” in the Prospectus was furnished to the Company by and on behalf of the Underwriters for use in connection with the preparation of the Registration Statement and is correct and complete in all material respects.

           Section 5 . Purchase, Sale and Delivery of Shares . On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders agree to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Selling Stockholders at the price per share equal to $[___]. The obligation of each Underwriter to each Selling Stockholder shall be to purchase from the Selling Stockholders that aggregate number of Shares set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 11 hereof.

     At 10:00 A.M. (EST) on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12 of this Agreement) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of this Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Selling Stockholders will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the