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EXHIBIT 1.1
 COLEMAN CABLE, INC.
 7,900,000 Shares of Common Stock
 PURCHASE/PLACEMENT AGREEMENT
 October 3, 2006




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PURCHASE/PLACEMENT AGREEMENT
  
  Company FBR Common Stock 7,900,000 144A/Regulation S Shares
 Regulation D Securities
Act Regulation D Shares Initial Shares Private Placement Shares Private Placement
 Option
Shares Shares
 Securities Act Regulations Exempt Resales Resale Shares
 Preliminary Memorandum Memorandum Supplement Final Memorandum




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Exhibit A Registration Rights Agreement
 Commission
  Sale and Purchase
 144A/Regulation S Shares. 144A/Regulation S Purchase Price
 Regulation D Shares Subscription Agreement Regulation D Purchase Price
 - 2 -




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Placement Fee
 Option Shares. Purchased Option Shares Placed Option Shares
 Payment and Delivery
 144A/Regulation S Shares. DTC Closing Time
 - 3 -




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Regulation D Shares Extended Regulation D Shares Extended Regulation D
Closing Date Extended
Closing Time
  Option Shares Secondary Closing Time.
 - 4 -




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Offering of the Shares; Restrictions on Transfer
 Regulation S QIBs Regulation S Purchaser Eligible Purchasers
 - 5 -




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- 6 -




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Sales only to Eligible Purchasers
 No general solicitation
 Restrictions on transfer
    - 7 -




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- 8 -




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Representations and Warranties of the Company.
  Schedule A Disclosure Package Applicable Time provided, however
   - 9 -




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- 10 -




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Material Adverse Effect
  Intellectual
Property
  - 11 -




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Charter Documents
  - 12 -




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Legal Requirement Governmental Authority
    - 13 -




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Authorizations
   - 14 -




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Exchange Act
   - 15 -




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NASD
   - 16 -




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- 17 -




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Hazardous Materials Environmental Laws
  - 18 -




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ERISA Code
 Money Laundering Laws
 - 19 -




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OFAC
    - 20 -




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- 21 -




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Government Contract Government Bid
 Certain Covenants of the Company
  provided however
 - 22 -




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- 23 -




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Rule 144A Information PORTAL Information SM PORTAL
      - 24 -




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- 25 -




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Conditions of FBRs Obligations
 - 26 -




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Exhibit B
       - 27 -




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Lock-up Agreement Exhibit C
      - 28 -




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Termination
 - 29 -




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Indemnity
   - 30 -




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Indemnified Party Indemnifying Party
  - 31 -




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,
   - 32 -




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Notices
   Duties
 - 33 -




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GOVERNING LAW; HEADINGS . THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER
STATE.
 Parties at Interest
 Counterparts
  - 34 -




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Very truly yours,COLEMAN CABLE, INC./s/ Richard N. BurgerRichard N. BurgerExecutive Vice President, Chief Financial Officer,
Secretary and Treasurer [SIGNATURE PAGE TO PURCHASE/PLACEMENT AGREEMENT]




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/s/ James R. KleeblattJames R. KleeblattSenior Managing Director
 [SIGNATURE PAGE TO PURCHASE/PLACEMENT AGREEMENT]




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SCHEDULE A
 WRITTEN COMMUNICATIONS




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EXHIBIT A
 REGISTRATION RIGHTS AGREEMENT




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EXHIBIT B
 SUBSTANCE OF OPINION OF COMPANY COUNSEL




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EXHIBIT C
 FORM OF LOCK-UP AGREEMENT