—] Shares ZAYO GROUP HOLDINGS, INC. COMMON STOCK, PAR VALUE $[—] PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2014 • Zayo Group Holdings, Inc. • Telephone communications (no radiotelephone) • New York
The undersigned understands that Morgan Stanley & Co. LLC, Barclays Capital Inc. and Goldman, Sachs & Co. (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Zayo Group Holdings, Inc., a Delaware corporation (the “Company”) and certain shareholders of the Company (the “Selling Shareholders”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of [—] shares (the “Shares”) of the common stock, par value $0.001 per share, of the Company (the “Common Stock”).
