RMG NETWORKS HOLDING CORPORATION 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 30th, 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 5,000,000 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 750,000 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”.
