6,100,000 Shares NOVADAQ TECHNOLOGIES INC. (incorporated under the Canada Business Corporations Act) Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • April 4th, 2012 • Novadaq Technologies Inc • Electromedical & electrotherapeutic apparatus • New York
Novadaq Technologies Inc., a company incorporated under the Canada Business Corporations Act (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom Piper Jaffray & Co. and Stifel, Nicolaus & Company, Incorporated are acting as representatives (the “Representatives”), an aggregate of 6,100,000 shares (the “Firm Shares”) of common shares (the “Common Shares”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to an aggregate of 915,000 additional shares of Common Shares, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement are herein collectively called the “Securities.”
