2,956,000 Shares DG FastChannel, Inc. Common Stock, Par Value $0.001 Per Share Underwriting AgreementUnderwriting Agreement • December 19th, 2006 • DG FastChannel, Inc • Services-business services, nec • New York
Introductory. DG FastChannel, Inc., a Delaware corporation (the “Company”), and CrossPoint Venture Partners 2000 Q, L.P. and CrossPoint Venture Partners 2000, L.P. (collectively, the “Selling Stockholder”), propose to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 2,956,000 shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company, of which 2,556,000 Firm Shares are to be issued and sold by the Company and 400,000 Firm Shares are to be sold by the Selling Stockholder. In addition, the Company has granted to the Underwriters an option to purchase up to an additional 443,400 shares (the “Optional Shares”) of Common Stock, as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Shares.” Oppenheimer & Co. (“Oppenheimer”) has agreed to act as representative of the several Underwriters (in such capacity, the
