3,000,000 Shares QAD Inc. Common Stock UNDERWRITING AGREEMENT January 15, 2015Underwriting Agreement • January 16th, 2015 • Qad Inc • Services-prepackaged software • California
QAD Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”), and the stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) severally propose to sell to the several Underwriters, an aggregate of 3,000,000 shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”), of which 2,000,000 shares are to be issued and sold by the Company and 1,000,000 shares are to be sold by the Selling Stockholder in the respective amount set forth opposite its name in Schedule II hereto. The Company also proposes to sell to the several Underwriters, at the option of the Underwriters, up to an additional 450,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
