Standard Contracts
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 23rd, 2007 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario
Agreement dated as of •, 2007, between Photowatt Technologies Inc., a corporation existing under the laws of Canada (the “Company,” which for the purposes of this Agreement shall include any Subsidiary as defined herein), and [•] ([•], together with his heirs, executors, personal and legal representatives, referred to collectively as the “Indemnitee”).
MASTER SEPARATION AGREEMENT between ATS AUTOMATION TOOLING SYSTEMS INC. – and – PHOTOWATT TECHNOLOGIES INC.Master Separation Agreement • February 14th, 2007 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario
This Master Separation Agreement (this “Agreement”) is made and entered into as of [ ], 2007, by and between ATS Automation Tooling Systems Inc., a corporation governed by the laws of Ontario (“ATS”), and Photowatt Technologies Inc., a corporation governed by the laws of Canada (“Photowatt”). ATS and Photowatt are sometimes referred to herein separately as a “Party” and together as the “Parties.”
MASTER SUPPLY AGREEMENT between ATS AUTOMATION TOOLING SYSTEMS INC. – and – PHOTOWATT TECHNOLOGIES INC.Master Supply Agreement • January 11th, 2007 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario
Photowatt Technologies Inc. 10,937,500 Common Shares Underwriting AgreementUnderwriting Agreement • March 15th, 2007 • Photowatt Technologies Inc. • Semiconductors & related devices • New York
Photowatt Technologies Inc., a Canadian corporation (the “Company”) and wholly owned subsidiary of ATS Automation Tooling Systems Inc., an Ontario corporation (the “Parent”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives, an aggregate of 10,937,500 common shares (the “Firm Shares”) of the Company (the “Common Shares”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 1,640,625 Common Shares (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectuses (as defined below) which are referred to below.
SHARE TRANSFER AGREEMENTShare Transfer Agreement • February 23rd, 2007 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario
THIS SHARE TRANSFER AGREEMENT (this “Agreement”), made and entered into on the [•] day of [•], 2007, by and among Photowatt Technologies Inc. (“Purchaser”), a corporation duly organized and validly existing under the laws of Canada and ATS Automation Tooling Systems Inc. (“Seller”), a corporation duly organized and validly existing under the laws of the Province of Ontario.
SHAREHOLDER AGREEMENT between ATS AUTOMATION TOOLING SYSTEMS INC. – and – PHOTOWATT TECHNOLOGIES INC.Shareholder Agreement • February 2nd, 2007 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario
TRANSITIONAL SERVICES AGREEMENT between ATS AUTOMATION TOOLING SYSTEMS INC. – and – PHOTOWATT TECHNOLOGIES INC.Transitional Services Agreement • February 2nd, 2007 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario
This Transitional Services Agreement is dated as of [ ], 2007 by and between ATS AUTOMATION TOOLING SYSTEMS INC. (“ATS”) and PHOTOWATT TECHNOLOGIES INC. (“Photowatt”).
SHARE TRANSFER AGREEMENTShare Transfer Agreement • February 2nd, 2007 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario
THIS SHARE TRANSFER AGREEMENT (this “Agreement”), made and entered into on the [·] day of [·], 2007, by and among Photowatt Technologies Inc. (“Purchaser”), a corporation duly organized and validly existing under the laws of Canada and ATS Canadian Investment Holding Company Inc. (“Seller”), a corporation duly organized and validly existing under the laws of the Province of Ontario.
MASTER SEPARATION AGREEMENT between ATS AUTOMATION TOOLING SYSTEMS INC. – and – PHOTOWATT TECHNOLOGIES INC.Master Separation Agreement • December 11th, 2006 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario
This Master Separation Agreement (this “Agreement”) is made and entered into as of [ ], 2006, by and between ATS Automation Tooling Systems Inc., a corporation governed by the laws of Ontario (“ATS”), and Photowatt Technologies Inc., a corporation governed by the laws of Canada (“Photowatt”). ATS and Photowatt are sometimes referred to herein separately as a “Party” and together as the “Parties.”
LEASE OF INDUSTRIAL SPACE SINGLE TENANT INDUSTRIAL BUILDINGLease Agreement • February 14th, 2007 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario
LEASE OF INDUSTRIAL SPACE SINGLE TENANT INDUSTRIAL BUILDINGLease Agreement • February 2nd, 2007 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2006 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario
THIS EMPLOYMENT AGREEMENT is made and entered into as of the Execution Date set forth on the signature page hereof, by and between ATS Automation Tooling Systems Inc. (the “Company”) and Gary Seiter, (the “Employee”).
ContractRegistration Rights Agreement • February 2nd, 2007 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario
REGISTRATION RIGHTS AGREEMENT, dated as of l, 2007 (this “Agreement”), among Photowatt Technologies Inc., a corporation organized under the Canada Business Corporations Act (the “Corporation”), and ATS Automation Tooling Systems Inc., a corporation organized under the Business Corporations Act (Ontario) (“ATS”).
DEBT REPAYMENT AND CONVERSION AGREEMENTDebt Repayment and Conversion Agreement • February 23rd, 2007 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario
WHEREAS Photowatt is undertaking an initial public offering (the “Offering”) of its common shares pursuant to a registration statement on Form F-1 under the U.S. Securities Act of 1933 and a prospectus filed with Canadian securities regulatory authorities;
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2006 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario
THIS EMPLOYMENT AGREEMENT is made and entered into as of the Execution Date set forth on the signature page hereof, by and between ATS Automation Tooling Systems Inc. (the “Company”) and the undersigned employee (the “Employee”).
Amendment to Executive Employment AgreementExecutive Employment Agreement • December 11th, 2006 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario
The parties wish to amend a previous Executive Employment Agreement entered into between the Company and Mr. Ghirardi on May 20, 2005 (the “Employment Agreement”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 9th, 2006 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario
THIS EMPLOYMENT AGREEMENT is made and entered into as of the Execution Date set forth on the signature page hereof, by and between ATS Automation Tooling Systems Inc. (the “Company”) and the undersigned employee (the “Employee”).
ASSET TRANSFER AGREEMENTAsset Transfer Agreement • February 2nd, 2007 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario
WHEREAS the Vendor desires to sell to the Purchaser and the Purchaser desires to purchase from the Vendor the property, rights and assets described herein, on the terms and subject to the conditions hereinafter set forth;
OPEN-TERM EMPLOYMENT CONTRACT PRODUCTION MANAGEROpen-Term Employment Contract • November 9th, 2006 • Photowatt Technologies Inc. • Semiconductors & related devices
He currently performs the duties of Production Manager of the Company. It is to be noted that as well as performing these salaried duties, Mr Jean-Louis Dubien acts as General Manager within the Company.
