_____________ Shares







                                  Common Stock

                               ($0.001 Par Value)



                             UNDERWRITING AGREEMENT











_________ , 2004

<PAGE>

                            UNDERWRITING AGREEMENT





                                                             _____________, 2004





SG Cowen & Co., LLC

RBC Capital Markets Corporation

WR Hambrecht + Co, LLC

As Representatives of the several Underwriters ("Representatives")

c/o SG Cowen & Co., LLC

1221 Avenue of the Americas

New York, New York  10020



Ladies and Gentlemen:



            PlanetOut Inc., a Delaware corporation (the "Company"), proposes to

issue and sell to the underwriters named in Schedule A annexed hereto (the

"Underwriters"), for whom you are acting as representatives, an aggregate of

___________ shares (the "Firm Shares") of Common Stock, $0.001 par value (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 ____________ 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 referred to below.



            The Company hereby acknowledges that in connection with the proposed

offering of the Shares, it has requested WR Hambrecht + Co, LLC ("WRH") to

administer a directed share program (the "Directed Share Program") under which

up to _______ Firm Shares, or 5% of the Firm Shares to be purchased by the

Underwriters (the "Reserved Shares"), shall be reserved for sale by WRH at the

initial public offering price to the Company's officers, directors, employees

and consultants and other persons having a relationship with the Company as

designated by the Company, (the "Directed Share Participants") as part of the

distribution of the Shares by the Underwriters, subject to the terms of this

Agreement, the applicable rules, regulations and interpretations of the National

Association of Securities Dealers ("NASD") and all other applicable laws, rules

and regulations. The number of Shares available for sale to the general public

will be reduced to the extent that Directed Share Participants purchase Reserved

Shares. The Underwriters may offer any Reserved Shares not purchased by Directed

Share Participants to the general public on the same basis as the other Shares

being issued and sold hereunder. The Company has supplied WRH with names,

addresses and telephone numbers of the individuals or other entities which the

Company has designated to be participants in the Directed Share Program. It is

understood that any number of those designated to participate in the Directed

Share Program may decline to do so.



            The Company hereby acknowledges that in addition to the Directed

Share Program, it has requested WRH to administer an affinity marketing campaign

(the "Affinity Marketing Campaign") under which up to _______ Firm Shares to be

purchased by the

<PAGE>

Underwriters (the "Affinity Reserved Shares"), shall be reserved for sale by WRH

at the initial public offering price to the Company's members and subscribers as

designated by the Company, (the "Affinity Marketing Participants") as part of

the distribution of the Shares by the Underwriters, subject to the terms of this

Agreement, the applicable rules, regulations and interpretations of the NASD and

all other applicable laws, rules and regulations. The number of Shares available

for sale to the general public will be reduced to the extent that Affinity

Marketing Participants purchase Affinity Reserved Shares. The Underwriters may

offer any Affinity Reserved Shares not purchased by Affinity Marketing

Participants to the general public on the same basis as the other Shares being

issued and sold hereunder. It is understood that any number of those invited to

participate in the Affinity Marketing Campaign may decline to do so.



            The Company has filed, in accordance with the provisions of the

Securities Act of 1933, as amended, and the rules and regulations thereunder

(collectively, the "Act"), with the Securities and Exchange Commission (the

"Commission") a registration statement on Form S-1 (File No. 333-114988)

including a prospectus, relating to the Shares. The Company has furnished to

you, for use by the Underwriters and by dealers, copies of one or more

preliminary prospectuses (each such preliminary prospectus, being herein called

a "Preliminary Prospectus") relating to the Shares. Except where the context

otherwise requires, the registration statement, as amended when it became or

becomes effective, including all documents filed as a part thereof, and

including any information contained in a prospectus subsequently filed with the

Commission pursuant to Rule 424(b) under the Act and deemed to be part of the

registration statement at the time of effectiveness pursuant to Rule 430(A)

under the Act and also including any registration statement filed pursuant to

Rule 462(b) under the Act, is herein called the "Registration Statement," and

the prospectus, in the form filed by the Company with the Commission pursuant to

Rule 424(b) under the Act on or before the second business day after the date

hereof (or such earlier time as may be required under the Act) or, if no such

filing is required, the form of final prospectus included in the Registration

Statement at the time it became effective, is herein called the "Prospectus." As

used herein, "business day" shall mean a day on which the New York Stock

Exchange is open for trading.



            The Company and the Underwriters agree as follows:



      1. Sale and Purchase. Upon the basis of the representations and warranties

and subject to the terms and conditions herein set forth, the Company agrees to

issue and sell to the respective Underwriters and each of the Underwriters,

severally and not jointly, agrees to purchase from the Company the number of

Firm Shares set forth opposite the name of such Underwriter in Schedule A

attached hereto, subject to adjustment in accordance with Section 8 hereof, in

each case at a purchase price of $______ per Share. The Company is advised by

you that the Underwriters intend (i) to make a public offering of their

respective portions of the Firm Shares as soon after the effective date of the

Registration Statement as in the Underwriters' judgment is advisable and (ii)

initially to offer the Firm Shares upon the terms set forth in the Prospectus.

The Underwriters may from time to time increase or decrease the public offering

price after the initial public offering to such extent as you may determine.



            In addition, the Company hereby grants to the several Underwriters

the option to





                                      -3-

<PAGE>

purchase, and upon the basis of the representations and warranties and subject

to the terms and conditions herein set forth, the Underwriters shall have the

right to purchase, severally and not jointly, from the Company, ratably in

accordance with the number of Firm Shares to be purchased by each of them, all

or a portion of the Additional Shares as may be necessary to cover

over-allotments made in connection with the offering of the Firm Shares, at the

same purchase price per share to be paid by the Underwriters to the Company for

the Firm Shares. This option may be exercised by SG Cowen & Co., LLC ("SG

Cowen") on behalf of the several Underwriters at any time and from time to time

on or before the thirtieth day following the date of the Prospectus, by written

notice to the Company. Such notice shall set forth the aggregate number of

Additional Shares as to which the option is being exercised, and the date and

time when the Additional Shares are to be delivered (such date and time being

herein referred to as the "additional time of purchase"); provided, however,

that the additional time of purchase shall not be earlier than the time of

purchase (as defined below) nor earlier than the second business day after the

date on which the option shall have been exercised nor later than the tenth

business day after the date on which the option shall have been exercised. The

number of Additional Shares to be sold to each Underwriter shall be the number

that bears the same proportion to the aggregate number of Additional Shares

being purchased as the number of Firm Shares set forth opposite the name of such

Underwriter on Schedule A hereto bears to the total number of Firm Shares

(subject, in each case, to such adjustment as you may determine to eliminate

fractional shares), subject to adjustment in accordance with Section 8 hereof.



      2. Payment and Delivery. Payment of the purchase price for the Firm Shares

shall be made to the Company by Federal Funds wire transfer, against delivery of

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC