Underwriting AgreementUnderwriting Agreement • February 27th, 2015 • Sprouts Farmers Market, Inc. • Retail-grocery stores • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Sprouts Farmers Market, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to you and each of the other Underwriters, if any, named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of [—] shares of common stock, par value $0.001 per share (“Stock”) of the Company (the “[Firm] Shares”) [and, at the election of the Underwriters, up to [—] additional shares of Stock (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”]. If no other Underwriters are listed on Schedule I hereto, all references to the Representative and the Underwriters shall refer only to [Underwriter Name].
