MERCER INTERNATIONAL INC SUITE 1120, 700 WEST PENDER STREET, VANCOUVER, BC V6C 1G8 T: (604) 684-1099 F: (604) 684-1094 14900 INTERURBAN AVENUE SOUTH, SUITE 282 SEATTLE, WASHINGTON 98168 T: (206) 674 4639 F: (206) 674 4629

Amendment to Employment Arrangements

Executive Chairman of the Board

July 20, 2015 (the “Effective Date”)

As Executive Chairman of the Board, you will be responsible for developing the Company’s overall corporate strategy, providing leadership and building consensus, in conjunction with the chief executive officer of the Company (“CEO”), in the development of the Company’s overall strategic plan, capital markets activities and corporate development initiatives within the context of the corporate strategy. You will primarily act as a key driver of the development of the strategy and the CEO will be primarily responsible for the execution of the strategy.

Your specific duties will be as set forth under the section “Terms of Reference for the Executive Chairman of the Board of the Company”, a copy of which forms part of the Company’s amended Corporate Governance Guidelines.

Euro 463,500 per year, subject to annual review (effective July 31, 2015).

In addition to your base salary, you shall be eligible to receive in respect of each fiscal year (or portion thereof) additional variable cash compensation, in an amount, if any, determined by the Board.

As Executive Chairman of the Board, you will receive up to 100% of the maximum awards available to you under the Company’s long-term incentive plan.

As Executive Chairman of the Board, you shall continue to receive all of the benefits and perquisites currently provided to you by the Company.

Your annual vacation entitlement will remain unchanged.

The change of control provisions in your current employment contract with the Company will remain unchanged.

This letter shall be read together with your current employment agreement and together they set out the entire agreement in respect of your employment by the Company and supersede and replace in its entirety any and all prior commitments, agreements and understandings, whether written or oral. This letter shall be interpreted and construed in accordance with the laws of British Columbia. This letter may be signed in counterparts and by facsimile or email transmission.

/s/ Jimmy S. H. Lee

Jimmy S.H. Lee