Benefitfocus, Inc. Common Stock, par value $0.001 per share Underwriting AgreementBenefitfocus,Inc. • March 1st, 2019 • Services-prepackaged software • New York
Benefitfocus, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company named in Schedule I hereto (the “Selling Stockholders”) confirm their respective agreements with the Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (“Representatives”), with respect to (i) the sale by the Selling Stockholders and the purchase by the Underwriters, subject to the terms and conditions stated herein, of the respective number of shares (the “Firm Shares”) of Common Stock, $0.001 par value (the “Stock”), of the Company set forth in Schedule II hereto and, (ii) at the election of the Underwriters, the purchase by the Underwriters of up to 855,714 additional shares (the “Optional Shares”) of Stock being sold by the Selling Stockholders. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
