On2 Technologies, Inc. 13,000,000 Shares Common Stock ($0.01 par value) Underwriting AgreementLetter Agreement • October 23rd, 2007 • On2 Technologies, Inc. • Services-prepackaged software • New York
On2 Technologies, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 13,000,000 shares of Common Stock, $0.01 par value per share (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Firm Shares”). The Company also proposes to grant to the Underwriters an option (the “Over-Allotment Option”) to purchase up to 1,950,000 additional shares of Common Stock (as may be adjusted to give effect to any stock split, reverse stock split or recapitalization effected by the Company prior to the exercise of such option) to cover over-allotments (the “Option Shares”; the Option Shares, together with the Firm Shares, being hereinafter called the “Securities”) on the terms set forth in Section 3. To the extent there are no additional Underwriters li
