6,000,000 Shares MONSTER WORLDWIDE, INC. COMMON STOCK, $.001 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2003 • Monster Worldwide Inc • Services-advertising agencies • New York
Monster Worldwide, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 6,000,000 shares of the common stock (par value $.001 per share) of the Company (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 900,000 shares of the common stock (par value $.001 per share) of the Company (the “Additional Shares”) if and to the extent that you, as manager of the offering (the “Manager”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares”. The shares of common stock (par value $.001 per share) of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as
