10,000,000 SHARES OF THERMON GROUP HOLDINGS, INC. COMMON STOCK Par Value $0.001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2012 • Thermon Group Holdings, Inc. • Electrical industrial apparatus • New York
Certain stockholders of Thermon Group Holdings, Inc., a Delaware corporation (the “Company”) named in Schedule 2 attached hereto (the “Selling Stockholders”), propose, severally and not jointly, to sell an aggregate of 10,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Selling Stockholders propose to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 1,500,000 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholders by the Underwriters.
