2,500,000 Shares DG FASTCHANNEL, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 3rd, 2009 • DG FastChannel, Inc • Services-business services, nec • California
DG FastChannel, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Oppenheimer & Co. Inc. (“Oppenheimer”) and Roth Capital Partners, LLC (“Roth” and together with Oppenheimer, the “Underwriters”) an aggregate of 2,500,000 authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company and to grant the Underwriters the option to purchase an aggregate of up to 375,000 additional shares (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering of the Underwritten Shares. Oppenheimer and Roth, respectively, shall purchase, on a joint and several basis, the number of Underwritten Shares and Additional Shares (to the extent applicable) set forth opposite their names on Schedule I. The Underwritten Shares and Additional Shares are collectively referred to as the “Shares.”
