SXC HEALTH SOLUTIONS CORP. 4,500,000 Common Shares Underwriting AgreementUnderwriting Agreement • September 18th, 2009 • SXC Health Solutions Corp. • Services-prepackaged software • New York
SXC Health Solutions Corp., a corporation continued under the Business Corporations Act (Yukon) (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities Inc. is acting as representative (the “Representative”), an aggregate of 4,500,000 common shares, no par value per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 675,000 common shares of the Company (the “Option Shares”). The Company understands that a portion of the Shares (as defined below) may be offered and sold in the Provinces (as defined below) by (i) J.P. Morgan Securities Canada Inc. (“JPM Canada”), the Canadian broker-dealer affiliate of the Representative, (ii) Paradigm Capital Inc. (“Paradigm Canada” and, together with JPM Canada, the “Sub-Underwriters”), the Canadian broker-dealer affiliate of Paradigm Capital U.S. Inc. and (iii) Versant Partners Inc. (the “Canadian
