ICF INTERNATIONAL, INC. 3,100,000 Shares Common Stock ($0.001 par value per share) UNDERWRITING AGREEMENTICF International, Inc. • December 15th, 2009 • Services-management consulting services • New York
ICF INTERNATIONAL, INC., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom William Blair & Company, L.L.C. and Stifel, Nicolaus & Company, Incorporated are acting as representatives (the “Representatives”), an aggregate of 3,100,000 shares (the “Firm Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 465,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.
