UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2021 • Ballard Power Systems Inc. • Electrical industrial apparatus
TD Securities Inc., National Bank Financial Inc. (the “Co-Lead Underwriters”), BMO Nesbitt Burns Inc., CIBC World Markets Inc., Raymond James Ltd. and Cormark Securities Inc. (each, including the Co-Lead Underwriters, an “Underwriter” and collectively the “Underwriters”) understand that Ballard Power Systems Inc. (the “Corporation”) proposes to issue and sell 14,870,000 Common Shares (as hereinafter defined) (the “Firm Shares”). Upon and subject to the terms and conditions set forth below, the Underwriters hereby severally, but not jointly or jointly and severally, agree to purchase from the Corporation, in the respective percentages provided for in Article 13 hereof, and by its acceptance hereof the Corporation agrees to sell to the Underwriters, at the Closing Time (as hereinafter defined), all but not less than all of the Firm Shares at a price of US$37.00 per Firm Share (the “Offering Price”), being an aggregate purchase price of US$550,190,000.
