PACIFIC DATAVISION, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2015 • Pacific DataVision, Inc. • Telephone communications (no radiotelephone) • New York
Pacific DataVision, Inc., a Delaware corporation (the “Company”), confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom FBR Capital Markets & Co. is acting as representative (the “Representative”), with respect to (i) the sale by the Company of 1,500,000 shares (the “Initial Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock set forth opposite the names of the Underwriters in Schedule I hereto, and (ii) the grant of the option described in Section 1(b) hereof to purchase all or any part of 225,000 additional shares of Common Stock to cover over-allotments (the “Option Shares”), if any, from the Company to the Underwriters, acting severally and not jointly, in the respective numbers of shares of Common Stock set forth opposite the names of the Underwrite
