0001193125-18-050636 Sample Contracts

Atkore International Group Inc. 6,000,000 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • February 21st, 2018 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

The stockholders named in Schedule V hereto (the “Selling Stockholders”), as stockholders of Atkore International Group Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 6,000,000 shares (the “Firm Shares”) of common stock, $0.01 par value (“Stock”) of the Company, and, at the election of the Underwriters, up to 900,000 additional shares of Stock from certain of the Selling Stockholders as indicated in Schedule V hereto (the “Optional Shares” and together with the Firm Shares, the “Shares”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriter, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.

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