Execution Version UNDERWRITING AGREEMENT 22,300,000 Common Shares AURINIA PHARMACEUTICALS INC. (incorporated under the Business Corporations Act (Alberta))

UNDERWRITING AGREEMENT

22,300,000 Common Shares

AURINIA PHARMACEUTICALS INC.

(incorporated under the Business Corporations Act (Alberta))

LEERINK PARTNERS LLC

CANTOR FITZGERALD & CO.

Representatives of the Several Underwriters

c/o Leerink Partners LLC

299 Park Avenue, 21st floor

c/o Cantor Fitzgerald & Co.

New York, New York 10022

Ladies and Gentlemen:

Aurinia Pharmaceuticals Inc., a company incorporated under the Business Corporations Act (Alberta) (the

Company ), proposes to sell to the several underwriters named in Schedule I hereto (the Underwriters ) for whom Leerink Partners LLC ( Leerink ) and Cantor

Fitzgerald & Co. are acting as the representatives (the Representatives ), an aggregate of 22,300,000 common shares (each, a Firm Share ), no par value, of the Company (the

Common Shares ). The Company also proposes to grant to the Underwriters an option to purchase up to 3,345,000 additional Common Shares (the Option Shares and, together with

the Firm Shares, the Shares ).

The Company hereby confirms its agreement with respect to the sale of the Shares

to the Underwriters.

1. Registration Statement and Prospectus. The Company has prepared and filed

with the securities regulatory authorities (the Qualifying Authorities ) in each of the provinces of British Columbia, Alberta and Ontario (the Qualifying Jurisdictions ) a preliminary short form

base shelf prospectus dated September 17, 2015 (the Canadian Preliminary Base Prospectus ), and the Canadian Base Prospectus (as defined below), in respect of an aggregate of up to US$250,000,000 in certain securities

of the Company, including Common Shares (collectively, the Shelf Securities ). The Company has selected the British Columbia Securities Commission (the Reviewing Authority ) as its principal

regulator under the passport system procedures provided for under Multilateral Instrument 11-102 Passport System and National

Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions (collectively, the Passport System ) in respect of the offering of the Shelf Securities. The

Reviewing Authority has issued a receipt, which is deemed to also be a receipt of the Alberta Securities Commissions and evidence of the receipt of the Ontario Securities Commission

pursuant to the Passport System (a Passport Decision Document ), for each of the Canadian Preliminary Base Prospectus and the Canadian Base Prospectus. The term

Canadian Base Prospectus means the final short form base shelf prospectus dated October 16, 2015 relating to the Shelf Securities, including any documents incorporated by reference therein and the documents otherwise deemed

to be incorporated by reference therein pursuant to Canadian Securities Laws (as defined below), at the time the Reviewing Authority issued a Passport Decision Document with respect thereto in accordance with Canadian Securities Laws, including

National Instrument 44-101 Short Form Prospectus Distributions and National Instrument 44-102 Shelf Distributions

(together, the Canadian Shelf Procedures ). The Company has also prepared and filed with the Qualifying Authorities in accordance with the Canadian Shelf Procedures a preliminary prospectus supplement dated

March 13, 2017, relating to the Shares, which excluded certain information (together with the Canadian Base Prospectus, and including any documents incorporated therein by reference and the documents otherwise deemed to be incorporated

by reference therein pursuant to Canadian Securities Laws, the Canadian Preliminary Prospectus ).

has also prepared and filed with the United States Securities and Exchange Commission (the Commission ) a registration statement on Form F-10 (File

No. 333-206994) covering the registration of the Shelf Securities under the United States Securities Act of 1933, as amended (the Securities Act or Act )

and the rules and regulations (the Rules and Regulations ) of the Commission thereunder, and such amendments to such registration statement as may have been permitted or required to the date of this Agreement. Such

registration statement, including the Canadian Base Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations) and including

exhibits to such registration statement has become effective in such form pursuant to Rule 467(b) under the Securities Act. Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any

schedules thereto at such time and the documents incorporated by reference therein pursuant to Item 4 of Form F-10 under the Securities Act at such time, is herein called the Registration

Statement. The Registration Statement at the time it originally became effective is herein called the Original Registration Statement. The prospectus in the form in which it

appeared in the Original Registration Statement is herein called the U.S. Base Prospectus. The preliminary prospectus supplement dated March 13, 2017, relating to the offering of the Shares, including all documents

incorporated therein by reference, filed with the Commission pursuant to General Instruction II.L of Form F-10 under the Securities Act, together with the U.S. Base Prospectus, is hereinafter called the

U.S. Preliminary Prospectus.

In addition, the Company (i) shall prepare and file with the Qualifying

Authorities in accordance with Section 4(a) hereof a final prospectus supplement (the Canadian Final Prospectus Supplement ) to the Canadian Base Prospectus relating to the Shares, which includes

the information omitted from the Canadian Preliminary Prospectus (together with the Canadian Base Prospectus, and including any documents incorporated therein by reference and the documents otherwise deemed to be a part thereof or included therein

pursuant to Canadian Securities Laws, the Canadian Final Prospectus ), and (ii) shall prepare and file with the Commission pursuant to General Instruction II.L of Form F-10

and in accordance with Section 4(a) hereof a final prospectus supplement (the U.S. Final Prospectus Supplement ) to the U.S. Base Prospectus relating to the offering of the Shares

(including all documents incorporated therein by reference, together with the U.S. Base Prospectus, the U.S. Final Prospectus ). The U.S. Preliminary Prospectus and the Canadian Preliminary Prospectus are referred to herein

as the Preliminary Prospectuses, and the U.S. Final Prospectus and the Canadian Final Prospectus are referred to herein as the Final Prospectuses. Any amendment to the Canadian Final Prospectus,

any amended or supplemental prospectus, any management information circular, financial statement, management s discussion and analysis, annual information form, business acquisition report or material change report that may be filed by or on

behalf of the Company under the securities laws of the Qualifying Jurisdictions prior to the expiry of the period of distribution of the Shares, where such document is deemed to be incorporated by reference into the Canadian Final Prospectus, is

herein collectively as the Supplementary Material. Any reference herein to any amendment or supplement to the U.S. Preliminary Prospectus or the

U.S. Final Prospectus shall be deemed to refer to and include (i) the filing of any document with the Reviewing Authority or the Commission after the date of the U.S. Preliminary Prospectus or the U.S. Final Prospectus, as the case may be, and

prior to the First Closing Date or Second Closing Date, as applicable, which is incorporated therein by reference or is otherwise deemed to be a part thereof or included therein by the Rules and Regulations and (ii) any such document so filed

prior to the First Closing Date or Second Closing Date, as applicable.

The Underwriters shall offer the Shares for sale to the public

directly and through other investment dealers and brokers in the Qualifying Jurisdictions and the United States of America (the United States ) only as permitted by applicable law and upon the terms and conditions set forth

in the Preliminary Prospectuses and this Agreement. Notwithstanding the foregoing, each Underwriter represents and warrants that such Underwriter has a reasonable expectation that the Shares will be sold primarily in the United States. The

Underwriters agree that they will not, directly or indirectly, distribute the Registration Statement, the Preliminary Prospectuses or the Final Prospectuses or publish any prospectus, circular, advertisement or other offering material in any

jurisdiction other than the Qualifying Jurisdictions or such states of the United States in which the Shares are duly qualified under U.S. federal and applicable U.S. state securities laws, in such manner as to require registration of the Shares or

the filing of a prospectus or any similar document with respect to the Shares by the Company therein or subject the Company to ongoing periodic reporting obligations in such jurisdiction pursuant to the securities laws of such jurisdiction. Sales of

Shares in the Qualifying Jurisdictions may be made only by or through a dealer appropriately registered under applicable Canadian Securities Laws or in circumstances where an exemption from the Canadian registered dealer requirements is available,

or such requirements do not apply.

The Company has also prepared and filed with the Commission an appointment of agent for service of

process upon the Company on Form F-X in conjunction with the filing of the Registration Statement (the

of this Agreement, all references to the Registration Statement, the U.S. Base Prospectus or the U.S. Preliminary Prospectus, any Issuer Free Writing Prospectus (as defined below) or the U.S. Final Prospectus, or any amendment or supplement to any

of the foregoing, shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ( EDGAR ). For purposes of this Agreement, all references to the

Canadian Preliminary Base Prospectus, the Canadian Base Prospectus, the Canadian Preliminary Prospectus or the Canadian Final Prospectus, or any amendment or supplement to any of the foregoing (including any Supplementary Material), shall include

the copy filed with the Qualifying Authorities pursuant to the System for Electronic Document Analysis and Retrieval ( SEDAR ).

All references in this Agreement to financial statements and schedules and other information which is contained,

included or stated in the Registration Statement, the U.S. Base Prospectus, the U.S. Preliminary Prospectus or the U.S. Final Prospectus (or other references of like import) shall be deemed to mean and include all such

financial statements and schedules and other information which are incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the U.S. Base Prospectus, the U.S.

Preliminary Prospectus or the U.S. Final Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the U.S. Base Prospectus, the U.S. Preliminary Prospectus or the U.S. Final

Prospectus shall be deemed to mean and include the filing of any document under the United States Securities Exchange Act of 1934, as amended (the Exchange Act ), which is incorporated by reference in or otherwise deemed by

Rules and Regulations to be a part of or included in the Registration Statement, the U.S. Base Prospectus, the U.S. Preliminary Prospectus or the U.S. Final Prospectus, as the

case may be. All references in this Agreement to financial statements and other information which is contained, included or stated in the Canadian Preliminary

Base Prospectus, the Canadian Base Prospectus, the Canadian Preliminary Prospectus or the Canadian Final Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and other information which is

incorporated by reference in or otherwise deemed by Canadian Securities Laws to be a part of or included in the Canadian Preliminary Base Prospectus, the Canadian Base Prospectus, the Canadian Preliminary Prospectus or the Canadian Final Prospectus,

2. Representations and Warranties of the Company. The Company represents and

warrants to, and agrees with, the Underwriters as follows:

(a) The Company is a reporting issuer (or equivalent

thereof) in each Qualifying Jurisdiction, is not in default under the securities laws of any Qualifying Jurisdiction, and is in compliance in all material respects with its timely disclosure obligations under the Exchange Act, the Canadian

Securities Laws and the requirements of the Toronto Stock Exchange (the TSX ) and the Nasdaq Global Market ( NASDAQ ). The Company meets the general eligibility requirements for use of the Canadian

Shelf Procedures and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Company meets the general eligibility requirements for use of Form F-10 under the

Securities Act. The Reviewing Authority has issued a Passport Decision Document on behalf of itself and the other Qualifying Authorities for each of the Canadian Preliminary Base Prospectus and the Canadian Base Prospectus; subsequent to the

issuance of the Passport Decision Document for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed or transmitted for filing with the Qualifying Authorities, except for any document

filed with the Qualifying Authorities subsequent to the date of such Passport Decision Document in the form heretofore delivered to the Underwriters (including supplements to the Canadian Base Prospectus that are not applicable to the transactions

contemplated by this Agreement).

(b) The Statutory Prospectus (as defined below) at the Time of Sale (as defined

below) complies with the requirements of the Securities Act and the Rules and Regulations in all material respects and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or

necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c) The Original Registration Statement initially became effective under the Securities Act on November 5,

2015. No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the

Commission. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of any securities of the Company (including the Shares) has been issued or made by any Qualifying Authority, any other securities

commission, stock exchange or other regulatory authority and no proceedings for that purpose have been instituted or are pending or, to the Company s knowledge, are contemplated by any such authority. Any request on the part of the Commission,

any Qualifying Authority or any other securities commission, stock exchange or other regulatory authority for additional information in connection with the offering contemplated hereby has been complied with.

(d) Each part of the Registration Statement and any post-effective amendment thereto, at the time such part became

effective, and at the First Closing Date and the Second Closing Date (as defined below), as the case may be, and the U.S. Final Prospectus (or any amendment or supplement to the U.S. Final Prospectus), at the time it is first filed in accordance

with General Instruction II.L of Form F-10 or the time of first use within the meaning of the Rules and Regulations, and at the First Closing Date or Second Closing Date, as the case may be, complied and will