5,000,000 Shares Turtle Beach Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 3rd, 2016 • Turtle Beach Corp • Communications equipment, nec • New York
Turtle Beach Corporation, a Nevada corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the several other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 5,000,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 750,000 shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
