UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 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. (“Representative” or “Ladenburg”) and the other underwriters listed on Schedule I hereto (collectively, with the Representative, the “Underwriters”) an aggregate of 2,048,780 authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.01 per share (“Common Stock”), of the Company. The Firm Shares are also referred to herein as the “Securities”.
