1
4,500,000 Shares
N2H2, Inc.
Common Stock
FORM OF UNDERWRITING AGREEMENT
July __, 1999
CIBC World Markets Corp.
U.S. Bancorp Xxxxx Xxxxxxx, Inc.
c/o CIBC World Markets Corp.
Xxx Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
On behalf of the Several
Underwriters named on
Schedule I attached hereto.
Ladies and Gentlemen:
N2H2, Inc., a Washington corporation (the "Company"), and the
shareholders of the Company named in Schedule II to this Agreement (the "Selling
Shareholders," which term shall include, except where otherwise noted, that
certain shareholder of the Company named as the "Affiliated Selling Shareholder"
in Schedule II hereto) severally propose, subject to the terms and conditions
contained herein, to sell to you and the other underwriters named on Schedule I
to this Agreement (the "Underwriters"), for whom you are acting as
Representatives (the "Representatives"), an aggregate of 4,500,000 shares (the
"Firm Shares") of the Company's Common Stock, no par value (the "Common Stock").
Of the Firm Shares, 4,450,000 are to be issued and sold by the Company and
50,000 are to be sold by the Selling Shareholders. The respective amounts of the
Firm Shares to be purchased by each of the several Underwriters are set forth
opposite their names on Schedule I hereto. In addition, the Company proposes to
grant to the Underwriters an option to purchase up to an additional 675,000
shares (the "Option Shares") of Common Stock from it for the purpose of covering
over-allotments in connection with the sale of the Firm Shares. The Firm Shares
and the Option Shares are together called the "Shares."
1. SALE AND PURCHASE OF THE SHARES.
On the basis of the representations, warranties and agreements contained
in, and subject to the terms and conditions of, this Agreement:
(a) The Company agrees to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Company, at a price of $_____ per share (the "Initial Price"),
the number of Firm Shares set forth opposite the name of such Underwriter under
the column "Number of Firm Shares to be Purchased from the
1.