0001193125-11-170867 Sample Contracts

Shares ENVIVIO, INC. Common Stock ($0.001 par value) UNDERWRITING AGREEMENT
Underwriting Agreement • June 22nd, 2011 • Envivio Inc • Radio & tv broadcasting & communications equipment • New York

Envivio, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom STIFEL, NICOLAUS & COMPANY, INCORPORATED and PIPER JAFFRAY & CO. are acting as representatives (the “Representatives”) an aggregate of shares (the “Firm Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.

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