RMG NETWORKS HOLDING CORPORATION [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 29th, 2013 • RMG Networks Holding Corp • Services-business services, nec • New York
RMG Networks Holding Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”) for whom Roth Capital Partners, LLC is acting as representative (the “Representative”) an aggregate of [•] shares (the “Firm Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company has granted the Underwriters the option to purchase an aggregate of up to [•] shares of Common Stock (the “Option Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Firm Shares and Option Shares are collectively referred to as the “Shares”.
