Five Below, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • January 15th, 2013 • Five Below, Inc • Retail-variety stores • New York
The shareholders named in Schedule I hereto (the “Selling Shareholders”) of Five Below, Inc., a Pennsylvania corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 7,000,000 shares of common stock (“Stock”) of the Company and, at the election of the Underwriters, up to 1,050,000 additional shares of Stock. The aggregate of 7,000,000 shares to be sold by the Selling Shareholders is herein called the “Firm Shares” and the aggregate of 1,050,000 additional shares to be sold by the Selling Shareholders is herein called 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”.
