0001104659-14-049289 Sample Contracts

THE DESCARTES SYSTEMS GROUP INC. COMMON SHARES UNDERWRITING AGREEMENT
Underwriting Agreement • June 30th, 2014 • Descartes Systems Group Inc • Services-prepackaged software • New York

The undersigned understands that Morgan Stanley & Co. LLC, Barclays Capital Inc. and GMP Securities L.P. (the “Managers”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with The Descartes Systems Group Inc., a corporation amalgamated under the Canada Business Corporations Act (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Managers (the “Underwriters”), of common shares (the “Shares”) of the Company (the “Common Shares”).

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