0001193125-24-081190 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • March 29th, 2024 • ATS Corp /ATS • General industrial machinery & equipment, nec • Ontario

The undersigned, Scotia Capital Inc., (the “Sole Bookrunner” or “Underwriter”), understands that Mason Capital Master Fund, L.P., a Cayman Islands exempted limited partnership (the “Selling Shareholder”) proposes to sell to the Underwriter 3,500,000 common shares (the “Firm Shares”) of ATS Corporation (the “Company”), on a “bought deal basis”, which Firm Shares, and any Optional Shares (as defined below), shall have the material attributes described in and contemplated by the Prospectus (as defined below).

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