AETERNA ZENTARIS INC. (incorporated under the laws of Canada) 6,600,000 Units Each Unit Consisting of One Common Share AndUnderwriting Agreement • October 12th, 2012 • Aeterna Zentaris Inc. • Pharmaceutical preparations • New York
AETERNA ZENTARIS INC. (the “Company”), a corporation incorporated under the Canada Business Corporations Act (the “CBCA”), confirms its agreement with Roth Capital Partners, LLC (the “Underwriter”) with respect to the sale by the Company and the purchase by the Underwriter of the units of the Company (“Units”) set forth in SCHEDULE A hereto, each of which shall be comprised of one (1) common share of the share capital of the Company (the “Offered Shares”) and 0.45 of a warrant to purchase one (1) common share of the share capital of the Company (each, a “Warrant” and, collectively, the “Warrants”). The common shares of the share capital of the Company are generally referred to herein as “Common Shares.” The Common Shares issuable upon exercise of the Warrants are referred to herein as the “Warrant Shares.” The aforesaid Units, Offered Shares, Warrants and Warrant Shares are herein called, collectively, the “Securities.” The Units will not be certificated and the Offered Shares and the
