0001193125-12-404805 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • September 26th, 2012 • Neptune Technologies & Bioressources Inc. • Pharmaceutical preparations

RBC Dominion Securities Inc. and JMP Securities LLC (together, the “Joint Book-Running Managers”) and Byron Capital Markets Ltd., on its own behalf and as a representative of the Underwriters named in Section 9 hereof (together with the Joint Book-Running Managers, the “Underwriters” and each individually, an “Underwriter”) understand that, subject to the terms and conditions stated herein, Neptune Technologies & Bioressources Inc., a corporation incorporated under the Business Corporations Act (Québec) (the “Company”), proposes to issue and sell to the Underwriters an aggregate of 7,318,000 common shares in the capital of the Company (the “Firm Shares”).

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