EXHIBIT 3.1 SIERRA WIRELESS, INC. UNDERWRITING AGREEMENT TABLE OF CONTENTSSierra Wireless Inc • November 12th, 2003 • Radio & tv broadcasting & communications equipment • New York
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENTShareholder Rights Plan Agreement • September 18th, 2017 • Sierra Wireless Inc • Radio & tv broadcasting & communications equipment • British Columbia
THIS AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT made as of May 21, 2015 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated May 24, 2012).
AGREEMENT AND PLAN OF MERGER by and among SIERRA WIRELESS, INC. NUMEREX CORP. and WIRELESS ACQUISITION SUB, INC. Dated as of August 2, 2017Agreement and Plan of Merger • August 3rd, 2017 • Sierra Wireless Inc • Radio & tv broadcasting & communications equipment • New York
AGREEMENT AND PLAN OF MERGER, dated as of August 2, 2017 (this “Agreement”), by and among Sierra Wireless, Inc., a corporation organized under the laws of Canada (“Parent”), Numerex Corp., a Pennsylvania corporation (the “Company”) and Wireless Acquisition Sub, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of Parent (“Merger Sub”).
SUPPORT AND VOTING AGREEMENTSupport and Voting Agreement • August 3rd, 2022 • Sierra Wireless Inc • Radio & tv broadcasting & communications equipment • British Columbia
The undersigned understands that 13548597 Canada Inc. (the “Purchaser”), Semtech Corporation (the “Parent”) and Sierra Wireless, Inc. (the “Company”) wish to enter into an arrangement agreement dated as of the date hereof (the “Arrangement Agreement”) contemplating an arrangement (the “Arrangement”) of the Company under Section 192 of the Canada Business Corporations Act, the result of which shall be the acquisition by the Purchaser of all the outstanding common shares in the capital of the Company (the “Shares”).
SIERRA WIRELESS, INC. and 13548597 Canada Inc. and SEMTECH CORPORATION ARRANGEMENT AGREEMENT August 2, 2022Arrangement Agreement • August 3rd, 2022 • Sierra Wireless Inc • Radio & tv broadcasting & communications equipment • British Columbia
VOTING AGREEMENTVoting Agreement • August 11th, 2017 • Sierra Wireless Inc • Radio & tv broadcasting & communications equipment • New York
This VOTING AGREEMENT (this “Agreement”), is dated as of August 2, 2017, by and between SIERRA WIRELESS, INC., a Canadian corporation (“Parent”), and Gwynedd Resources Ltd. (“Shareholder”).
VOTING AGREEMENTVoting Agreement • August 11th, 2017 • Sierra Wireless Inc • Radio & tv broadcasting & communications equipment • New York
This VOTING AGREEMENT (this “Agreement”), is dated as of August 2, 2017, by and between SIERRA WIRELESS, INC., a Canadian corporation (“Parent”), and the individuals and entities listed on Annex A (collectively, “Shareholder”).
CREDIT AGREEMENT Dated as of January 19, 2022 Among SIERRA WIRELESS, INC. (as Borrower) – and – THE OTHER CREDIT PARTIES FROM TIME TO TIME PARTY HERETO – and – CANADIAN IMPERIAL BANK OF COMMERCE (as Agent) – and – BUSINESS DEVELOPMENT BANK OF CANADA,...Credit Agreement • January 20th, 2022 • Sierra Wireless Inc • Radio & tv broadcasting & communications equipment • British Columbia
AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 19, 2022 among SIERRA WIRELESS, INC. as Borrower, The Other Loan Parties From Time To Time Party Hereto, and CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent, Issuing Lender and...Credit Agreement • January 20th, 2022 • Sierra Wireless Inc • Radio & tv broadcasting & communications equipment • British Columbia
COOPERATION AGREEMENTCooperation Agreement • April 17th, 2020 • Sierra Wireless Inc • Radio & tv broadcasting & communications equipment • British Columbia
This Cooperation Agreement (this “Agreement”) is made and entered into as of April 16, 2020, by and among Sierra Wireless, Inc., a corporation organized under the laws of Canada (the “Company”), and the entities and natural persons set forth on the signature pages hereto (collectively, the “Investor”) (each of the Company and the Investor, a “Party” to this Agreement, and collectively, the “Parties”).
3,500,000 Shares SIERRA WIRELESS, INC. Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2007 • Sierra Wireless Inc • Radio & tv broadcasting & communications equipment • British Columbia
Sierra Wireless, Inc. (the “Company”), a corporation incorporated in Canada under the Canada Business Corporations Act, proposes to sell an aggregate of 3,500,000 common shares (the “Firm Shares”) in the capital of the Company (the “Common Shares”). In addition, the Company proposes to grant to the Underwriters named in Schedule 1 hereto (the “Underwriters”) an option to purchase up to an additional 525,000 Common Shares on the terms and for the purposes set forth in Section 2 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares.” This is to confirm the agreement concerning the purchase of the Shares by the Underwriters.
●] shares SIERRA WIRELESS, INC. Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • September 19th, 2007 • Sierra Wireless Inc • Radio & tv broadcasting & communications equipment • British Columbia
Sierra Wireless, Inc. (the “Company”), a corporation incorporated in Canada under the Canada Business Corporations Act, proposes to sell an aggregate of [●] common shares (the “Firm Shares”) in the capital of the Company (the “Common Shares”). In addition, the Company proposes to grant to the Underwriters named in Schedule 1 hereto (the “Underwriters”) an option to purchase up to an additional [●] Common Shares on the terms and for the purposes set forth in Section 2 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares.” This is to confirm the agreement concerning the purchase of the Shares by the Underwriters.
MASTER ASSET PURCHASE AGREEMENT among ROLLING WIRELESS (H.K.) LIMITED as the Buyer, and SIERRA WIRELESS, INC., SIERRA WIRELESS AMERICA, INC., SIERRA WIRELESS HONG KONG LIMITED, SIERRA WIRELESS DEUTSCHLAND GMBH, SIERRA WIRELESS JAPAN K.K., SIERRA...License Agreement • August 4th, 2020 • Sierra Wireless Inc • Radio & tv broadcasting & communications equipment
THIS MASTER ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of July 23, 2020, is among Rolling Wireless (H.K.) Limited, a Hong Kong corporation (the "Buyer"), Sierra Wireless, Inc., a Canadian corporation ("Sierra"), Sierra Wireless America, Inc., a Delaware corporation ("Sierra US"), Sierra Wireless Hong Kong Limited, a Hong Kong corporation ("Sierra HK"), Sierra Wireless Deutschland GmbH, a German corporation ("Sierra Germany"), Sierra Wireless Japan K.K., a Japanese corporation ("Sierra Japan"), Sierra Wireless Korea Limited, a Korean corporation ("Sierra Korea"), Sierra Wireless (Asia-Pacific) Limited, a Hong Kong corporation ("Sierra AP" and together with Sierra, Sierra US, Sierra HK, Sierra Germany, Sierra Japan and Sierra Korea, the "Sellers" and each a "Seller").
THIRD AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN SIERRA WIRELESS, INC. as Borrower AND THE TORONTO-DOMINION BANK as Administrative Agent AND CANADIAN IMPERIAL BANK OF COMMERCE as Documentation Agent AND THE FINANCIAL INSTITUTIONS from time to time...Credit Agreement • September 18th, 2017 • Sierra Wireless Inc • Radio & tv broadcasting & communications equipment
Each financial institution from time to time party to this Agreement and shown as a Lender on the signature pages hereto (hereinafter in such capacities individually referred to as a “Lender” and collectively in such capacities referred to as the “Lenders”).
SECOND AMENDING AGREEMENT BETWEEN THE TORONTO-DOMINION BANK (the “Bank”) AND SIERRA WIRELESS INC. (“Sierra Wireless”)Second Amending Agreement • September 18th, 2017 • Sierra Wireless Inc • Radio & tv broadcasting & communications equipment • British Columbia
WHEREAS Sierra Wireless and the Bank have entered into Standby Letter of Credit Facility Agreement dated as of July 7, 2011 and Amending Agreement dated as of November 26, 2012 (the “SBLC Facility Agreements”);
