Benefitfocus, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • August 4th, 2015 • Benefitfocus,Inc. • 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 Goldman, Sachs & Co. and Deutsche Bank Securities Inc. are acting as representatives (the “Representatives” or “you”), with respect to (i) the sale by the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, 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 I and Schedule II hereto and, (ii) at the election of the Underwriters, the purchase by the Underwriters, acting severally and not jointly, of up to [●] additional shares (the “Optional Shares”) of Stock being sold by the Selling Stockholders. The Firm Sha
