0001193125-13-371817 Sample Contracts

Five Below, Inc. Common Stock Underwriting Agreement
Underwriting Agreement • September 19th, 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 Credit Suisse Securities (USA) LLC (the “Underwriter”) an aggregate of 7,100,000 shares of common stock (“Stock”) of the Company (the “Shares”).

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