UNDERWRITING AGREEMENTUnderwriting Agreement • July 10th, 2014 • Merus Labs International Inc. • Pharmaceutical preparations • Ontario
Canaccord Genuity Corp., Clarus Securities Inc. and Cormark Securities Inc. (collectively, the “Co-Lead Underwriters”), together with Paradigm Capital Inc., TD Securities Inc. and Euro Pacific Canada Inc. (collectively with the Co-Lead Underwriters, the “Underwriters”, and each individually, an “Underwriter”) hereby severally, and not jointly, nor jointly and severally, in their respective percentages set out in Section 18 below, offer to purchase from Merus Labs International Inc. (the “Corporation”) and the Corporation hereby agrees to issue and sell to the Underwriters, 16,000,000 common shares of the Corporation (the “Base Shares”), on a “bought deal” underwritten basis, at the purchase price of $1.70 per Base Share (the “Offering Price”), for aggregate gross proceeds of $27,200,000.
