MANDALAY DIGITAL GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 6th, 2014 • Mandalay Digital Group, Inc. • Patent owners & lessors • New York
The undersigned, MANDALAY DIGITAL GROUP, INC., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of MANDALAY DIGITAL GROUP, INC., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for whom Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
