EX-1.01
from S-1/A
53 pages
1. Introductory. Double-Take Software, Inc., a Delaware Corporation (The “Company”), and the Selling Shareholders Named in Schedule B Hereto (The “Selling Shareholders”), Propose to Sell, Pursuant to the Terms of This Agreement and Acting Severally and Not Jointly, to the Several Underwriters Named in Schedule a Hereto (The “Underwriters,” Or, Each, an “Underwriter”), an Aggregate of [ ] Shares of the Common Stock, $0.001 Par Value Per Share of the Company (The “Common Stock”). the Aggregate of [ ] Shares of the Common Stock So Proposed to Be Sold Is Hereinafter Referred to as the “Firm Stock.” the Selling Shareholders Also Propose to Sell to the Underwriters, Upon the Terms and Conditions Set Forth in Section 3 Hereof, Up to an Additional [ ] Shares of the Common Stock (The “Optional Stock”). the Firm Stock and the Optional Stock Are Hereinafter Collectively Referred to as the “Stock.” Thomas Weisel Partners LLC (“Thomas Weisel”) and Cowen and Company, LLC (“Cowen”) Are Acting as Representatives of the Several Underwriters and in Such Capacity Are Hereinafter Referred to as the “Representatives.” 2. Representations and Warranties of the Company and the Selling Shareholders (I) Representations and Warranties of the Company. the Company Represents and Warrants to the Several Underwriters, as of the Date Hereof and as of Each Closing Date, and Agrees With the Several Underwriters, That
12/34/56
