AGREEMENT AND PLAN OF MERGER By and Among WESTPORT INNOVATIONS INC., WHITEHORSE MERGER SUB INC. And FUEL SYSTEMS SOLUTIONS, INC. Dated as of September 1, 2015Merger Agreement • September 2nd, 2015 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • 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.
VOTING AGREEMENTVoting Agreement • September 2nd, 2015 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of September 1, 2015, is entered into by and among Westport Innovations Inc., an Alberta, Canada corporation (“Parent”), Fuel Systems Solutions, Inc., a Delaware corporation (the “Company”), and each of K&M Douglas Trust, James Douglas And Jean Douglas Irrevocable Descendants’ Trust, Douglas Family Trust and James E. Douglas, III (each, a “Stockholder”, and collectively, the Stockholders).
