8,667,000 Shares DHX MEDIA LTD. (incorporated under the Canada Business Corporations Act) Variable Voting Shares Common Voting Shares UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2016 • DHX Media Ltd. • Services-allied to motion picture distribution • Ontario
DHX Media Ltd., a company continued under the Canada Business Corporations Act (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom Canaccord Genuity Corp. is acting as representative (the “Representative”), an aggregate of 8,667,000 shares of the Company (the “Firm Shares”), consisting of a combination of variable voting shares of the Company (the “Variable Voting Shares”) and common voting shares of the Company (the “Common Voting Shares”). The Company has also granted to the several Underwriters an option to purchase up to an aggregate of 1,300,050 additional shares of the Company, consisting of a combination of Variable Voting Shares and Common Voting Shares, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement are herein collectively called the “Securities.”
