•] Shares Liquid Holdings Group, Inc. Common Stock par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • July 24th, 2013 • Liquid Holdings Group, Inc. • Services-prepackaged software • New York
Liquid Holdings Group, Inc., 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”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), an aggregate of [•] shares (the “Firm Shares”) of the Company’s Common Stock, par value $0.0001 per share (the “Stock”). At the election of the Underwriters, the Company proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters up to [•] additional shares of Stock (the “Optional Shares”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
