4,100,000 Shares Witness Systems, Inc. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2005 • Witness Systems Inc • Services-prepackaged software • New York
Witness Systems, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for which you are acting as representatives (the “Representatives”) an aggregate of 4,100,000 shares (the “Firm Shares”) of the Company’s Common Stock, $0.01 par value (“Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 615,000 additional shares of Common Stock (the “Option Shares”) as set forth below.
