1,800,000 Shares YOU ON DEMAND HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2012 • You on Demand Holdings, Inc. • Cable & other pay television services • New York
YOU On Demand Holdings, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule A hereto (collectively, the “Underwriters” or each, an “Underwriter”), on a several and not joint basis, an aggregate of 1,800,000 authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company has granted the Underwriters the option to purchase an aggregate of up to 270,000 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Underwritten Shares and Additional Shares are collectively referred to as the “Shares.” Chardan Capital Markets LLC (“Chardan”) is acting as representative of the several Underwriters and in such capacity is hereinafter referred to as the “Representative.”
