UNDERWRITING AGREEMENTUnderwriting Agreement • April 7th, 2004 • Tut Systems Inc • Telephone & telegraph apparatus • Washington
Tut Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell 3,000,000 shares (the “Company Firm Shares”) of the Company’s common stock (the “Common Stock”), and Tektronix, Inc., an Oregon corporation and one of the stockholders of the Company (the “Selling Stockholder”), proposes to sell 2,000,000 shares (the “Selling Stockholder Firm Shares”), in each case to Needham & Company, Inc., William Blair & Company, L.L.C. and Merriman Curhan Ford & Co. (collectively, the “Underwriters”), for whom you are acting as Representatives (the “Representatives”). The Company has also agreed to grant to you and the other Underwriters an option (the “Company Option”) to purchase up to an additional 310,000 shares of Common Stock, on the terms and for the purposes set forth in Section 1(D) (“Company Option Shares”). The Selling Stockholder, Salvatore D’Auria, Craig Bender, Mark Carpenter, Robert Noonan and Chares Van Dusen (collectively, the individuals are known as the “Additi
