3,216,540 Shares* ENPHASE ENERGY, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2014 • Enphase Energy, Inc. • Semiconductors & related devices • New York
Those stockholders of Enphase Energy, Inc., a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”) propose to sell, severally and not jointly, an aggregate of 3,216,540 shares (the “Firm Shares”) of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), to you and to the several other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”). The Selling Stockholders have also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional 482,746 shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). The Firm Shares and the Option Shares are referred to collectively herein as the “Shares.”
