0001193125-04-066206 Sample Contracts

Charlotte Russe Holding, Inc. 3,000,000 Shares Common Stock ($0.01 par value) Underwriting Agreement
Charlotte Russe Holding Inc • April 21st, 2004 • Retail-women's clothing stores • New York

Certain stockholders of Charlotte Russe Holding, Inc., a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”) severally and not jointly propose, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 3,000,000 shares (the “Shares”) of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), each Selling Stockholder selling the number of shares set forth opposite such Selling Stockholder’s name in Schedule II hereto. To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the terms Representative and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference t

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