GRAY TELEVISION, INC. 15,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: November 29, 2017Underwriting Agreement • December 4th, 2017 • Gray Television Inc • Television broadcasting stations • New York
Gray Television, Inc., a Georgia corporation (the “Company”) confirms its agreement with Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Wells Fargo is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company of a total of 15,000,000 shares (the “Initial Securities”) of the Company’s common stock, no par value per share (the “Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Exhibit A hereto, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 2,250,000 additional shares of Common Stock (the “Option
