Express, Inc. Common Stock, $0.01 par value Underwriting AgreementUnderwriting Agreement • December 6th, 2011 • Express, Inc. • Retail-apparel & accessory stores • New York
Certain stockholders named in Schedule II(a) and Schedule II(b) hereto (collectively, the “Selling Stockholders”) of Express, Inc., a Delaware corporation (the “Company”), propose, severally and not jointly, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representative”) is acting as representative, an aggregate of [ ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional shares (the “Optional Shares”) of common stock, $0.01 par value (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
