CUBIC CORPORATION [ • ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • May 8th, 2013 • Cubic Corp /De/ • Measuring & controlling devices, nec • New York
Certain stockholders named in Schedule 2 hereto (the "Selling Stockholders") of Cubic Corporation, a Delaware corporation (the "Company"), propose to sell to the several Underwriters listed in Schedule 1 hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"), an aggregate of [ • ] shares of Common Stock, no par value, of the Company (the "Underwritten Shares") and, at the option of the Underwriters, up to an additional [ • ] shares of Common Stock of the Company (the "Option Shares"). The Underwritten Shares and the Option Shares are herein referred to as the "Shares". The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the "Stock".
