3,175,000 Shares DG FASTCHANNEL, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 8th, 2010 • DG FastChannel, Inc • Services-business services, nec • California
DG FastChannel, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (“Roth”) for Roth and on behalf of BMO Capital Markets Corp. (“BMO” and together with Roth, the “Underwriters”) an aggregate of 3,175,000 authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company and to grant the Underwriters the option to purchase an aggregate of up to 476,250 additional shares (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering of the Underwritten Shares. The Underwritten Shares and Additional Shares are collectively referred to as the “Shares.” Roth will act as representative for BMO in connection with the transactions contemplated hereby, and any action hereunder taken by Roth will be binding upon BMO.
