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.
