0001495231-12-000039 Sample Contracts

IZEA, INC. _______ SHARES OF COMMON STOCK FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • August 15th, 2012 • IZEA, Inc. • Services-advertising • New York

For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Securities, the Underwriter are hereby granted an option to purchase up to an additional [300,000] shares of Common Stock from the Company, or 15% of the Firm Securities (the "Over-allotment Option"). Such additional [375,000] shares of Common Stock are hereinafter referred to as the "Option Securities." The Firm Securities and the Option Securities are hereinafter referred to collectively as the "Public Securities." The purchase price to be paid for the Option Securities will be the same price per Option Security as the price per Firm Security set forth in herein. The offering and sale of the Firm Securities and the Option Securities, together, are herein referred to as the “Offering.”

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