16,700,000 Shares WESTPORT FUEL SYSTEMS INC. Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • July 17th, 2017 • Westport Fuel Systems Inc. • Engines & turbines • New York
Westport Fuel Systems Inc., an Alberta corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to issue and sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 16,700,000 shares (the “Firm Shares”) of the Company’s common shares (the “Common Shares”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 2,505,000 Common Shares (the “Option Shares”) from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
WESTPORT FUEL SYSTEMS INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 9th, 2020 • Westport Fuel Systems Inc. • Engines & turbines • British Columbia
Westport Fuel Systems Inc. (the "Corporation"), a corporation incorporated under the Business Corporations Act (Alberta), confirms its agreement (this "Agreement") with RBC Dominion Securities Inc. (the "Canadian Agent") and RBC Capital Markets, LLC, Oppenheimer & Co. Inc. and H.C. Wainwright & Co., LLC (collectively, the "U.S. Agents", and together with the Canadian Agent, the "Agents") to issue and sell common shares of the Corporation (the "Common Shares") upon the terms and conditions as set forth herein. The following are the terms and conditions of this Agreement:
18,200,000 Shares WESTPORT FUEL SYSTEMS INC. Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • June 4th, 2021 • Westport Fuel Systems Inc. • Engines & turbines • British Columbia
Over-Allotment Option: The Company has granted to the underwriters an over-allotment option, exercisable, for a period of 30 days after the Closing Date, to purchase up to an additional 2,730,000 Common Shares under the Offering at the Offer Price.
AGREEMENT AND PLAN OF MERGER — CAUTIONARY NOTE FOR READERSAgreement and Plan of Merger • September 10th, 2015 • Westport Innovations Inc • Engines & turbines • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of September 1, 2015 (this “Agreement”), is made by and among Westport Innovations Inc., an Alberta, Canada corporation (“Parent”), Whitehorse Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Fuel Systems Solutions, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in Section 1.1.
INVESTMENT AGREEMENT by and among Westport Innovations Inc. and Pangaea Two Management, LP January 11, 2016Investment Agreement • April 22nd, 2016 • Westport Innovations Inc • Engines & turbines • New York
This INVESTMENT AGREEMENT (this “Agreement”), dated as of January 11, 2016, is entered into between Westport Innovations Inc., a corporation incorporated under the laws of Alberta (the “Company”) and Pangaea Two Management, LP, a Delaware limited partnership (“Cartesian”). The Company and Cartesian are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED INVESTMENT AGREEMENT by and among Westport Innovations Inc. and Pangaea Two Management, LP Amended and Restated as of March 6, 2016Investment Agreement • March 30th, 2016 • Westport Innovations Inc • Engines & turbines • New York
This AMENDED AND RESTATED INVESTMENT AGREEMENT (this “Agreement”), amended and restated as of March 6, 2016, is entered into between Westport Innovations Inc., a corporation incorporated under the laws of Alberta (the “Company”) and Pangaea Two Management, LP, a Delaware limited partnership (“Cartesian”). The Company and Cartesian are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDING AGREEMENTAmending Agreement • April 22nd, 2016 • Westport Innovations Inc • Engines & turbines
THIS AMENDING AGREEMENT is made effective the 6th day of March, 2016, between Westport Innovations Inc., a corporation incorporated under the laws of Alberta (the “Company”), Pangaea Two Management, LP, a Delaware limited partnership (“Cartesian”), and, solely for the purposes of Section 10, Fuel Systems Solutions, Inc., a Delaware corporation (“Fuel Systems”). The Company, Cartesian and, solely for the purposes of Section 10, Fuel Systems, are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
EXHIBIT A JOINT FILING AGREEMENTJoint Filing Agreement • February 19th, 2010 • Westport Innovations Inc • Engines & turbines
This Joint Filing Agreement (this “Agreement”) hereby confirms the agreement by and among all of the undersigned that the Schedule 13G to which this Agreement is attached as Exhibit A with respect to the beneficial ownership of the undersigned of shares Common Stock of Westport Innovations Inc. is being filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Redacted Version LOAN AGREEMENT -- CAUTIONARY NOTE FOR READERS The attached Loan Agreement has been filed with certain securities regulatory authorities in Canada pursuant to National Instrument 51 - 102 -- Continuous Disclosure Obligations, which...Redacted Version Loan Agreement • March 18th, 2020 • Westport Fuel Systems Inc. • Engines & turbines
FORM OF UNDERWRITING AGREEMENT]Underwriting Agreement • August 14th, 2008 • Westport Innovations Inc • Engines & turbines • New York
Introductory. Westport Innovations Inc., an Alberta corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 4,500,000 of its common shares, no par value per share (the “Shares”). The 4,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 675,000 Shares as provided in Section 2. The additional 675,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies & Company, Inc. (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares.
4,750,000 Shares Westport Innovations Inc. Common Shares, No Par Value UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2009 • Westport Innovations Inc • Engines & turbines • New York
Introductory. Westport Innovations Inc., an Alberta corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 4,750,000 of its common shares, no par value per share (the “Shares”). The 4,750,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 712,500 Shares as provided in Section 2. The additional 712,500 to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies & Company, Inc. (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares.
