UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2012 • Student Transportation Inc. • Local & suburban transit & interurban hwy passenger trans • Ontario
BMO Nesbitt Burns Inc. (“BMO”), Raymond James Ltd., National Bank Financial Inc., Scotia Capital Inc., Stifel Nicolaus Canada, Inc. and CIBC World Markets Inc. (collectively with BMO, the “Underwriters” and each, an “Underwriter”) understand that Student Transportation Inc. (the “Issuer”), an Ontario corporation, proposes, subject to the terms and conditions contained herein, to issue and sell 10,950,000 Shares (as hereinafter defined) (the “Firm Shares”) to the Underwriters for distribution to the public at an issue price of $6.85 per Firm Share. Upon and subject to the terms and conditions set out below, the Underwriters severally, and not jointly and severally, offer to purchase from the Issuer at the Closing Time (as hereinafter defined), and the Issuer hereby agrees to sell to the Underwriters, all but not less than all of the Firm Shares at a price (the “Offering Price”) of $6.85 per Firm Share, being an aggregate purchase price of $75,007,500.
