0001193125-05-232459 Sample Contracts

4,166,668 Shares BUY.COM, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT Dated ________, 2005
Underwriting Agreement • November 28th, 2005 • Buy Com Inc • Retail-catalog & mail-order houses • New York

Introduction. Buy.com Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), an aggregate of 4,166,668 shares of the Company’s Common Stock, par value $0.001 per share (the “Firm Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are as set forth opposite their names in Schedule A hereto.

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