UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2015 • Viggle Inc. • Services-computer programming, data processing, etc. • New York
Viggle, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Ladenburg Thalmann & Co. Inc. (the “Underwriter”) an aggregate of 3,626,179 authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.01 per share (“Common Stock”), of the Company. Subject to the terms and conditions stated herein, the Company has granted the Underwriter the option to purchase an aggregate of up to 543,927 shares of Common Stock (the “Option Shares”) as may be necessary to cover over-allotments made in connection with the offering; provided, that, the number of Option Shares shall be reduced to the extent necessary such that, after giving effect to the issuance and sale of the Firm Shares, the issuance and sale of the Option Shares would not cause the aggregate value of securities issued and sold by the Company under its registration statement on Form S-3 (File No. 333-201952) during the immediately preceding twe
