Shares Viggle Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2014 • Viggle Inc. • Services-computer programming, data processing, etc. • New York
The undersigned, the Chief Executive Officer and the Chief Financial Officer of Viggle Inc., a Delaware corporation (the “Company”), pursuant to Section [l] of the Underwriting Agreement, dated as of [l] [l], 2014 (the “Underwriting Agreement”), by and between the Company and Ladenburg Thalmann & Co. Inc., as representative of the several underwriters listed in Schedule 1 thereto (collectively, the “Underwriters”), providing for the sale by the Company to the Underwriters of (i) [l] shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company and (ii) up to an additional [l] shares of Common Stock, hereby certify that they are authorized to execute this Officers’ Certificate in the name and on behalf of the Company. Each of the undersigned also hereby certifies that:
