Merus N.V. 4,848,485 Common Shares (nominal value €0.09 per share) Underwriting AgreementMerus N.V. • January 22nd, 2021 • Pharmaceutical preparations • New York
Merus N.V., a public limited liability company incorporated under the laws of the Netherlands (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 4,848,485 common shares in the share capital of the Company, nominal value €0.09 per share (the “Common Shares”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 727,272 additional Common Shares (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the
