GROCERY OUTLET HOLDING CORP. (A Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 27th, 2020 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York
Contract Type FiledJanuary 27th, 2020 Company Industry JurisdictionGrocery Outlet Holding Corp., a Delaware corporation (the “Company”), and the persons listed in Schedules B-1, B-2 and B-3 hereto (the “Selling Shareholders”) confirm their respective agreements with BofA Securities, Inc. (“BofA”) and [●] and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom BofA and [●] are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share (“Common Stock”), of the Company set forth in Schedules A and B hereto and (ii) the grant by H&F Globe Investor LP to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to