THE ADVISORY BOARD COMPANY 4,700,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 27th, 2015 • Advisory Board Co • Services-management services • New York
The Advisory Board Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 3,650,000 shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”), and Royall Holdings, LLC, a Delaware limited liability company (the “Selling Stockholder”), proposes to sell to the several Underwriters an aggregate of 1,050,000 shares of Common Stock (collectively, the “Underwritten Shares”). In addition, the Selling Stockholder proposes to sell, at the option of the Underwriters, up to an additional 705,000 shares of Common Stock (collectively, the “Option Shares”). The term “Shares” hereunder shall mean, as the context requires, (i) the Underwritten Shares issued and sold by the Company, (ii) the Underwritten Shares and Option Shares sold by the Selling Stockholder or (iii) the Underwritten Shares a
