FORM OF UNDERWRITING AGREEMENT] Cotiviti Holdings, Inc. Common StockUnderwriting Agreement • March 6th, 2017 • Cotiviti Holdings, Inc. • Services-business services, nec • New York
The stockholders named in Schedule II-A and II-B hereto (the “Selling Stockholders”) of Cotiviti Holdings, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 7,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,050,000 additional shares (the “Optional Shares”) of Common Stock, par value $0.001 (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
