Exhibit 99.1

UNANIMOUS SHAREHOLDERS AGREEMENT – CAUTIONARY NOTE FOR READERS

The attached Unanimous Shareholders Agreement has been filed with certain securities regulatory authorities in Canada pursuant to National Instrument 51-102 – Continuous Disclosure Obligations, which requires Westport Fuel Systems Inc. ("Westport") to file certain material contracts to which it (or any subsidiary) is a party. Unlike certain other documents filed on behalf of Westport, the attached Unanimous Shareholders Agreement has not been prepared as a disclosure document and was not drafted with the intention of providing factual information about Westport (or any affiliate) for the benefit of investors. The attached Unanimous Shareholders Agreement contains representations and warranties made by Westport and certain of its affiliates to various counterparties for risk allocation purposes, and solely for the benefit of those counterparties. National Instrument 51-102 allows reporting issuers to omit certain provisions of material contracts and readers are cautioned that statements made by Westport (and its affiliates) in the attached Unanimous Shareholders Agreement may be qualified (in whole or in part) by information redacted from the attached copy of the Unanimous Shareholders Agreement, which information is not otherwise available to the public. Moreover, information concerning Westport, its affiliates or the subject matter of statements made in the attached Unanimous Shareholders Agreement concerning Westport or certain of its affiliates may change after the date of the attached Unanimous Shareholders Agreement, and subsequent information may or may not be fully reflected in Westport's public disclosures. Accordingly, investors should not rely on statements in the attached Unanimous Shareholders Agreement concerning Westport (or any of its affiliates) as accurate statements of fact.

JUNE 3, 2024

TABLE OF CONTENTS

SCHEDULES

Schedule A Shareholder Capital

Schedule B Dispute Resolution and Deadlock

Schedule C FMV Procedure and Methodology

Schedule D Initial Business Plan

UNANIMOUS SHAREHOLDERS AGREEMENT

This Unanimous Shareholders Agreement is made effective as of June 3, 2024 (the "Effective Date").

Among:

1463861 B.C. LTD., a corporation incorporated under the laws of British Columbia (the "General Partner")

-and-

WESTPORT FUEL SYSTEMS CANADA INC., a corporation incorporated under the laws of British Columbia ("Westport Canada")

-and-

VOLVO HPDI HOLDING INC., a corporation incorporated under the federal laws of Canada ("Volvo Canada")

Recitals:

NOW THEREFORE, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

In this Agreement, the following words have the following meanings:

"100% Affiliate" means, with respect to any Person, an Affiliate of such Person which is (directly or indirectly) wholly owned by that Person or which is (directly or indirectly) wholly owned by a Person which also (directly or indirectly) wholly owns the Person.

"Act" means the Business Corporations Act (British Columbia).

"Additional Dispute Notice" has the meaning set out in Schedule B.

"Affiliate" means, with respect to a Person: (a) any Person that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with another Person; (b) any body corporate in respect of which such Person beneficially owns, directly or indirectly, voting securities carrying more than 20% of the voting rights attached to all voting securities of the body corporate for the time being outstanding; (c) any partner of such Person; or (d) any trust, estate or other entity or fund in which such Person has a substantial beneficial interest or as to which the Person serves as trustee, manager or administrator or in similar capacity, but in each case, with respect to any GP Shareholder, excluding each member of the JV Group and, with respect to any member of the JV Group, excluding each of the GP Shareholders; and for the purpose of this definition, "control" (including with correlative meanings, the terms "controlled by" or "under common control") means the power to direct or cause the direction of the management and policies of any Person, whether through the ownership of voting securities, by contract or otherwise.

"Agreement" means this unanimous shareholders' agreement and the Schedules.

"Anti-Bribery Laws" means any Applicable Laws relating to anti-bribery or anti-corruption (governmental or commercial), including the Swedish Criminal Code (SFS 1962:700) (Sweden), the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act of 1977 of the United States of America, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, 1997, and any other Applicable Laws that prohibits the corrupt payment, offer, promise or authorization of the payment or transfer of anything of value, directly or indirectly, to any Person, including any Governmental Official.

"Anti-Money Laundering Laws" means any Applicable Laws relating to money laundering or terrorism to which any of the Parties or any member of the JV Group is subject, including the Money Laundering and Terrorist Financing (Prevention) Act (SFS 2017:630) (Sweden), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Criminal Code (Canada), Executive Order No. 13224, and in each case the regulations promulgated thereunder.

"Anti-Trust Laws" means any Applicable Law in any jurisdiction in which any GP Shareholder, the General Partner or any other member of the JV Group carries on business (or will carry on business) that from time to time either: (a) prohibits anti-competitive agreement or abuse of market dominance; or (b) controls mergers or acquisitions that may have an impact on competition.

"Applicable Law" means any law, statute, code, ordinance, regulation, rule, Permit, rules of common law, including any judicial and administrative interpretations thereof, of any Governmental Entity which have been made public, including all judicial and administrative Orders which have been made public.

"Arbitration" has the meaning set out in Schedule B.

"Arbitrators" has the meaning set out in Appendix 3 to Schedule B.

"Asset PA" means the asset purchase agreement dated on or around the date of this Agreement between, amongst others, Westport Inc, Westport Canada, the Partnership and JVCo.

"Budget" means the annual budget with respect to the JV Group, covering a Fiscal Year that includes reasonable detail on financial projections, including profit and loss statement (which detail shall include, for the avoidance of doubt projected Operating Expenditures, projected Capital Expenditures and Projected Revenues), balance sheet and cash flow statement (and the material assumption underlying those projections), for such Fiscal Year and each Quarter thereof.

"Business Day" means a day on which banks are generally open for the transaction of commercial business in Vancouver, British Columbia and Gothenburg, Sweden but does not in any event include a Saturday or a Sunday or statutory holiday in British Columbia or Gothenburg, Sweden.

"Business Objective" has the meaning set out in the Partnership Agreement.

"Business Plan" means the five-year business plan, presented on a Quarterly and aggregate annual basis, with respect to the JV Group, covering the upcoming five Fiscal Years that articulates the mid-term and long-term objectives of the GP Shareholders (and the JVCo Shareholders) with respect to the development and operation of the JV Business and provides a roadmap to achieve such objectives, and which shall include, at a minimum, the Budget, details of major investments, Funding Plan, strategic plan, and the agreed program for development, to be prepared in the form of the Initial Business Plan or in such other form as may be agreed pursuant to Section 5.4.

"Capital Accounts" has the meaning set out in the Partnership Agreement.

"Capital Expenditures" means all expenditures of each member of the JV Group which should be capitalised in accordance with IFRS that are, or are reasonably anticipated to be, approved to be capitalised by the appointed auditor of the relevant member of the JV Group.

"Carve Out Plan" means the steps and procedures as set out in exhibit "G" to the Investment Agreement, as the same may be amended from time to time in accordance with the Investment Agreement.

"Cash Call" has the meaning set out in the Partnership Agreement.

"CFO" means the chief financial officer of the JV Business, appointed in accordance with Section 4.10(b).

"Chair" has the meaning set out in Section 4.2.

"Commercial Agreements" means the Development Agreement and the New Supply Agreement.

"Compensation Arrangements" means any form of incentive plan, bonus plan pension scheme, benefits plan or similar arrangement.

"Confidential Information" has the meaning set out in Section 9.1(a).

"Contract" means any agreement, arrangement, indenture, contract, purchase order, lease, sublease, deed of trust, licence, option or instrument, in any case, whether written or oral.

"CTO" means the chief technology officer of the JV Business, appointed in accordance with Section 4.10(b).

"Default Budget" means a budget with respect to the JV Group for a Fiscal Year in respect of which the Directors do not approve the proposed Budget prior to the commencement of such Fiscal Year, which budget shall consist of:

"Defaulted Amount" has the meaning set out in the Partnership Agreement.

"Development Agreement" [Redacted – commercially sensitive information].

"Director" means a director of the GP Board.

"Dispute" means any controversy, claim, dispute or other matter in question between the Parties arising out of or relating in any way to this Agreement or the GP Articles.

"Distributable Cash" has the meaning set out in the Partnership Agreement.

"Effective Date" means the date first above written.

"Emergency Default Loan" has the meaning set out in the Partnership Agreement.

"Emergency Funding" has the meaning set out in the Partnership Agreement.

"Emergency Funding Notice" has the meaning set out in the Partnership Agreement.

"Escalation Period" has the meaning set out in Appendix 1 to Schedule B.

"Export Control Laws" means any Applicable Laws governing transactions in controlled goods or technologies, including the Export and Import Permits Act (Canada), and any related regulations, the EC Regulation 428/2009 and the implementing laws and regulations of the EU member states; the U.S. Export Administration Act, U.S. Export Administration Regulations, U.S. Arms Export Control Act, U.S. International Traffic in Arms Regulations, and their respective implementing rules and regulations; the U.K. Export Control Act 2002 (as amended and extended by the Export Control Order 2008) and its implementing rules and regulations; and other similar export control laws or restrictions applicable to the General Partner or any other member of the JV Group from time to time.

"First Adjourned Board Meeting" has the meaning set out in Section 4.5(d)(ii).

"First Adjourned Shareholders Meeting" has the meaning set out in Section 6.2(e)(ii).

"Fiscal Year" has the meaning set out in Section 2.3.

"FMV" means the price agreed by the GP Shareholders or, in default of such agreement, the fair market value of the LP Units, GP Shares and LP Loans, as applicable, determined in accordance with the FMV Procedure and Methodology.

"FMV Procedure and Methodology" means the procedure and methodology for agreeing or determining FMV, as set out in Schedule C.

"Framework Agreement" means the framework agreement, the form of which is set out in the Investment Agreement.

"Funding Default" has the meaning set out in the Partnership Agreement.

"Funding Non-Defaulting Party" has the meaning set out in the Partnership Agreement.

"Funding Plan" means the funding plan for the JV Business for the 18 month period commencing at the start of the forthcoming Fiscal Year (provided that, the initial funding plan shall commence on the Effective Date and end at the end of the then-current Fiscal Year), including the amount of such funding to be provided to the LP Group by the Limited Partners (in proportion to their respective LP Interests), and to the JVCo Group by the JVCo Shareholders (in accordance with the JVCo SHA), and/or whether any funding will be sourced by way of Third Party debt.

"General Partner" has the meaning set out in the Recitals.

"Governmental Entity" means: any (a) government or political subdivision, whether federal, provincial, local or foreign; (b) agency or instrumentality of any such government or political subdivision; (c) federal, state, local or foreign court; (d) applicable industry self-regulatory organization; and (e) applicable stock exchange or securities regulatory authority.

"Governmental Official" means (a) any official, employee, agent or representative of, or any Person acting in an official capacity for or on behalf of, any Governmental Entity; (b) any political party, political party official or candidate for political office; (c) any official, employee, agent or representative of, or any Person acting in an official capacity for or on behalf of, a company, business, enterprise or other entity owned, in whole or in part, or controlled by any Governmental Entity; or (d) any official, employee, agent or representative of, or any Person acting in an official capacity for or on behalf of, a public international organization.

"GP Articles" means the articles of association of the General Partner, as amended or replaced from time to time in accordance with the Act.

"GP Board" means the board of directors of the General Partner.

"GP Interest" has the meaning set out in the Partnership Agreement.

"GP Shareholders" means, collectively:

and "GP Shareholder" means any one of them.

"GP Shares" means the common shares in the capital of the General Partner, and where the context permits, includes:

"Holding Company" means, in relation to Volvo Canada (which term shall be deemed to include for these purposes any 100% Affiliate to which Volvo Canada has Transferred any GP Shares, LP Units or LP Loans), that since incorporation Volvo Canada has only carried out the function of holding GP Shares, LP Units and making any LP Loans, and does not have any outstanding liabilities or indebtedness other than any liabilities or indebtedness arising in the ordinary course of it carrying out such function including under this Agreement and the Partnership Agreement.

"HPDI" has the meaning set out in the Partnership Agreement.

"HPDI Systems" has the meaning set out in the Partnership Agreement.

"ICC" has the meaning set out in Schedule B.

"ICC Rules" has the meaning set out in Appendix 3 to Schedule B.

"IFRS" means the accounting principles so prescribed, recommended or promulgated from time to time as the International Financial Reporting Standards, as issued by the International Accounting Standard Board or any successor thereto, as such principles may be amended, varied or replaced from time to time, which are applicable as at the date on which any calculation made hereunder is to be effective or as at the date of any financial statements referred to herein.

"Income" or "Loss" has the meaning set out in the Partnership Agreement.

"Initial Business Plan" means the initial Business Plan attached hereto as Schedule D.

"Initial Dispute Notice" has the meaning set out in Schedule B.

"Initial Partnership Agreement" means the limited partnership agreement dated February 1, 2024 between Westport Canada and the General Partner.

"Intellectual Property" means any intellectual property existing from time to time, including any rights in a specific jurisdiction associated with the following and other intangible assets: (a) patents, patent applications, utility models, inventions, invention disclosures, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions and extensions thereof; (b) trademarks, service marks, trade dress, logos, trade names, corporate names, Internet domain names, indications and appellations of origin, rights under the law of passing off and equivalents, design rights and other source identifiers, together with the goodwill symbolized by any of the foregoing; (c) copyrightable works, copyrights (whether registered or unregistered), related rights and allied rights including moral rights, software, databases, topographies, performances and in recordings, as well as any works protected by design law or other intellectual or industrial property laws; (d) confidential and proprietary information, including trade secrets, know-how, ideas, inventions, systems, formulae, models and methodologies as well as the right in any jurisdiction to limit the use or disclosure thereof; (e) industrial designs; and (f) all applications and registrations for the foregoing.

"Investment Agreement" means the investment agreement dated March 11, 2024 between Westport Inc, Westport Canada, Volvo Sweden and Volvo Canada.

"Investment Closing" has the meaning set out in the Investment Agreement.

"IT Transition Plan" means the IT Carve-Out Roadmap and related transition plan schedules in final form agreed pursuant to section 6.6 of the Investment Agreement.

"JV Agreements" means the JVCo SHA, the JVCo Articles, the Partnership Agreement, the GP Articles and this Agreement.

"JV Business" has the meaning set out in the Partnership Agreement.

"JV Group" means the LP Group and the JVCo Group.

"JVCo" means HPDI Technology AB (company registration 559468-9696) a company limited by shares, established in accordance with the Swedish Companies Act (Sw. Aktiebolagslagen (SFS 2005:551)).

"JVCo Articles" means the articles of association of JVCo, as amended or replaced from time to time in accordance with the JVCo SHA.

"JVCo Board" means the board of directors of JVCo, appointed in accordance with the JVCo SHA and the JVCo Articles from time to time.

"JVCo Dispute" has the meaning set out in Schedule B.

"JVCo Group" means JVCo and each of its Subsidiaries.

"JVCo Interest" means at any time with respect to a JVCo Shareholder, that JVCo Shareholder's rateable ownership of JVCo Shares expressed as a percentage, which percentage is determined by dividing the number of JVCo Shares owned by the JVCo Shareholder by the total number of JVCo Shares owned by all JVCo Shareholders.

"JVCo Loans" has the meaning set out in the JVCo SHA.

"JVCo SHA" means the shareholders agreement governing JVCo between JVCo, Westport Canada and Volvo Sweden dated the Effective Date.

"JVCo Shareholders" means the shareholders of JVCo from time to time in accordance with the terms of the JVCo SHA.

"JVCo Shares" means the common shares in the capital of JVCo.

"Knowledge of Management" means with respect to any matter the actual knowledge of any member of Management or the knowledge any of them should have had, had they made reasonable due inquiry and having regard to their role, with respect to the applicable matter at the relevant time.

"Lien" means any lien, security interest, mortgage, pledge, charge, license, adverse claim, reversion, restriction, assignment, option, right to acquire or encumbrance of any kind.

"Limited Partners" means Westport Canada, Volvo Canada, and any other Person who shall be admitted to the Partnership as a limited partner of the Partnership, and "Limited Partner" means any one of them.

"LP Default Loan" has the meaning set out in the Partnership Agreement.

"LP Group" means the Partnership, each of its Subsidiaries and the General Partner.

"LP Group's Intellectual Property" means the Intellectual Property owned, co-owned or created by, or licensed to, any member of the LP Group or in which any member of the LP Group otherwise has an interest, including the Intellectual Property transferred by Westport Canada and/ or its Affiliates to any member of the LP Group pursuant to the JV Agreements, the Investment Agreement, the Asset PA and any assignment agreement or license contemplated therein.

"LP Interest" has the meaning set out in the Partnership Agreement.

"LP Loans" has the meaning set out in the Partnership Agreement.

"LP Units" has the meaning set out in the Partnership Agreement.

"Management" means the President & CEO, the CFO and the CTO of the JV Group and any other officer of the JV Group nominated by the President & CEO and approved by the GP Board in accordance with Section 4.10 or the JVCo Board in accordance with the JVCo SHA, as applicable.

"Net Business Value" has the meaning set out in Schedule C.

"New Supply Agreement" means a supply agreement in relation to HPDI products, comprised of the Price Agreement, Framework Agreement and Raw Material Agreement, and entered into between the Partnership and Aktiebolaget Volvo (publ) on the Effective Date.

"Notified Shareholder" has the meaning set out in Appendix 4 to Schedule B.

"OECD" means the Organization for Economic Cooperation and Development.

"OEM" means a vehicle or engine original equipment manufacturer targeting on-road products or off-road products (including trucking, mine, marine, agricultural, construction and rail equipment) utilizing HPDI Systems.

"Operating Expenditures" means all expenditures of each member of the JV Group, other than Capital Expenditures, including general and administrative expenditures, interest expenditures, operating expenditures and maintenance expenditures.

"Order" means any order, judgment, ruling, injunction, assessment, award, decree or writ of any Governmental Entity.

"Outstanding Dispute" has the meaning set out in Appendix 1 to Schedule B.

"Parties" means the General Partner, Westport Canada, and Volvo Canada, and "Party" means any one of them as the context requires.

"Partners" means the Limited Partners and the General Partner.

"Partnership" means the HPDI Technology Limited Partnership, a limited partnership formed under the laws of British Columbia.

"Partnership Agreement" means the amended and restated limited partnership agreement entered into on the Effective Date, among the General Partner, as the general partner, and Westport Canada and Volvo Canada, as the Limited Partners.

"Partnership Dispute" has the meaning set out in Schedule B.

"Permit" means any license, permit, authorization, certificate of authority, qualification or similar document or authority that has been issued or granted by any Governmental Entity.

"Permitted Lien" means a Lien created in accordance with the terms of this Agreement.

"Person" means any individual (natural person), partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, limited liability company, trust, trustee, executor, administrator or other legal personal representative, Governmental Entity or entity however designated or constituted.

"President & CEO" means the president and chief executive officer of the JV Business, appointed in accordance with Section 4.10(a).

"Price Agreement" means the price agreement, the form of which is set out in the Investment Agreement.

"Project Agreements" means the Commercial Agreements, the Investment Agreement, the JV Agreements and the Westport Non-Compete.

"Projected Revenues" means, in respect of any Fiscal Year, the projected revenues of the JV Group for such Fiscal Year as reflected in the last agreed Business Plan.

"Quarter" or "Quarterly" means each continuous three-month period during a calendar year, ending on March 31, June 30, September 30 or December 31.

"Raw Material Agreement" means the raw material agreement in the form to be agreed pursuant to the Investment Agreement.

"Related Party Agreement" means any Contract between any member of the LP Group, on the one hand, and a GP Shareholder, Limited Partner or an Affiliate of a GP Shareholder or a Limited Partner, on the other hand.

"Relevant Percentage" with respect to a GP Shareholder means that GP Shareholder's GP Interest being at least 25%.

"Representatives" means the directors, officers, employees, agents, lawyers, accountants, consultants and financial advisors of a Party and Affiliates of a Party.

"Restricted Information" has the meaning set out in Section 9.2.

"Sale Transaction" has the meaning set out in Appendix 4 to Schedule B.

"Sanctions Laws" means any Applicable Laws related to economic or financial sanctions, or trade embargoes or restrictive measures, enacted, imposed, administered or enforced from time to time by (a) the U.S. government, including the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or the U.S. Department of Commerce (b) the United Nations Security Council; (c) the European Union or any of its member states; (d) Her Majesty's Treasury; (e) the Canadian Government; or (f) any other relevant authority, and including the Criminal Code (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), the Special Economic Measures Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law) (Canada) and the United Nations Act (Canada).

"Schedules" means the schedules to this Agreement identified in Section 1.2.

"Second Adjourned Board Meeting" has the meaning set out in Section 4.5(d)(ii).

"Second Adjourned Shareholders Meeting" has the meaning set out in Section 6.2(e)(ii).

"Senior Representatives" has the meaning set out in Schedule B.

"Shareholder Group" means, with respect to a GP Shareholder or a Partner: (a) any Person that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with such GP Shareholder or Partner; or (b) any body corporate in respect of which such GP Shareholder or Partner beneficially owns, directly or indirectly, voting securities carrying more than 50% of the voting rights attached to all voting securities of the body corporate for the time being outstanding, but in each case excluding each member of the JV Group; and for the purpose of this definition, "control" (including with correlative meanings, the terms "controlled by" or "under common control") means the power to direct or cause the direction of the management and policies of any Person, whether through the ownership of voting securities, by contract or otherwise.

"Shotgun Closing Date" has the meaning set out in Appendix 4 to Schedule B.

"Shotgun Election Notice" has the meaning set out in Appendix 4 to Schedule B.

"Shotgun Offer" has the meaning set out in Appendix 4 to Schedule B.

"Significant Deadlock Event" means:

"SOFR" [Redacted – commercially sensitive information]

"Specified Board Approval" means, with respect to any matter, the approval of such matter by all Directors appointed by GP Shareholders who hold a Relevant Percentage at the time of such approval, as evidenced by: (a) a resolution approving such matter passed by a vote of all such Directors in person or by proxy at a duly convened meeting of the Directors or any adjournment thereof; or (b) a written resolution signed in one or more counterparts by all such Directors.

"Specified Shareholder Approval" means, with respect to any matter, the approval of such matter by all GP Shareholders who hold a Relevant Percentage at the time of such approval, as evidenced by: (a) a resolution approving such matter passed by a vote of all such GP Shareholders in person or by proxy at a duly convened meeting of the GP Shareholders or any adjournment thereof; or (b) a written resolution signed in one or more counterparts by all such GP Shareholders.

"SR Escalation Notice" has the meaning set out in Schedule B.

"Subsidiary" means any subsidiary (as defined in the Securities Act (British Columbia)) of the Partnership or the JVCo from time to time (excluding any entity in which the Partnership or the JVCo does not, directly or indirectly, hold greater than 50% of the voting equity), or any other Person in which the Partnership or the JVCo holds greater than 50% of the voting equity or which is controlled by the Partnership or the JVCo, in each case directly or indirectly, and for the purpose of this definition, "controlled by" means the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

"Tax" or "Taxes" means all federal, provincial, state, territorial, local and other taxes, assessments, charges, duties, tariffs, deficiencies, fees, excises, premiums, imposts, levies or other governmental charges (including interest, fines, penalties or additions associated therewith), including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, employer health, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, goods and services, harmonized sales, value-added, alternative, estimated and all other taxes, and all employment insurance, health insurance and government pension plan premiums or contributions, of any kind for which a Person may have any liability imposed by any Governmental Entity, whether disputed or not, or payable: (a) pursuant to any tax sharing or tax indemnity arrangement or any other contract relating to sharing or payment of such tax, assessment, charge, duty, tariff, deficiency, fee, levy or other governmental charge; (b) or as a result of being a transferee or successor of another Person; or (c) as a result of being a member of an affiliated, consolidated, combined or unitary group (in each case together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties).

"Tax Debtor" has the meaning set out in Section 5.13.

"Tax Dispute" means any Dispute relating to the TP Model or any Tax Return.

"Tax Expert" means any one of Pricewaterhouse Coopers, Ernst & Young, KPMG or Deloitte, as agreed by the GP Shareholders or appointed in accordance with Schedule B.

"Tax Indemnitees" has the meaning set out in Section 5.13.

"Tax Return" means any report, return (including any information return), statement, schedule, notice, form, declaration, claim for refund or other statement, document or information (including any schedule or attachment thereto or amendment thereof) required to be supplied to a Governmental Entity in connection with the determination, assessment, collection or payment of any Taxes or in connection with the administration, implementation or enforcement of or compliance with any Applicable Law relating to Taxes, including any estimated returns and reports of every kind, with respect to Taxes.

"Terminated Shareholder" has the meaning set out in Section 7.2(a).

"Terminating Event" has the meaning set out in Section 7.2(a).

"Third Party" means any Person other than the Parties and their respective Affiliates.

"Third Party OEM" means any OEM that is a Third Party.

"TP Model" has the meaning set out in Section 5.11.

"Transfer" means:

and "to Transfer", "Transferred", "Transferring", "Transferor" and "Transferee" and similar expressions have corresponding meanings.

"Triggering Shareholder" has the meaning set out in Appendix 4 to Schedule B.

"Valuator" has the meaning set out in Schedule C.

"Volvo Canada" has the meaning set out in the Recitals.

"Volvo Sweden" means Volvo Business Services International AB, with company registration number 556539-9853 and its registered office at 405 08 Göteburg, Sweden.

"Westport Canada" has the meaning set out in the Recitals.

"Westport Inc" means Westport Fuel Systems Inc., a corporation incorporated under the laws of the Province of Alberta.

"Westport Non-Compete" means the non-compete agreement entered into between Westport Inc and Volvo Sweden dated the Effective Date.

The following schedules are attached to and form part of this Agreement:

Schedule A - Shareholder Capital

Schedule B - Dispute Resolution and Deadlock

Schedule C - FMV Procedure and Methodology

Schedule D - Initial Business Plan

If there is any conflict or inconsistency between the provisions of the body of this Agreement and those of a Schedule, the provisions of the body of this Agreement shall prevail to the extent of the conflict.

In this Agreement:

This Agreement will be governed by and construed, interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without reference to conflict of laws principles.

Save as provided in this Agreement, any Subsidiary of the Partnership will be governed and operated in the same manner as the Partnership is governed and operated hereunder, and this Agreement and the Partnership Agreement, as applicable, will be interpreted and applied to give effect to the foregoing, including the matters contemplated in Section 4.6 and Section 6.1.

ARTICLE 2 ORGANIZATION OF THE GENERAL PARTNER

The General Partner has been formed and will function for the sole purpose of carrying out on behalf of the Partnership the duties and responsibilities of the General Partner of the Partnership, including carrying out the JV Business on behalf of the Partnership and in conjunction with the other members of the JV Group upon and subject to the rights, terms, conditions, restrictions and privileges specified in this Agreement and the Partnership Agreement and that are otherwise required by Applicable Law, and to engage in all activities directly related thereto. Except as otherwise provided for in this Agreement or by Specified Shareholder Approval, the General Partner shall not carry on any business other than the JV Business.

The principal office of the General Partner will be located at 1691 W 75th Ave, Vancouver, British Columbia, or at such other place or places in Canada as the General Partner may from time to time designate upon written notice to the GP Shareholders.

The fiscal year of the General Partner shall be the period of 12 months ending on December 31 each year (the "Fiscal Year").

Subject to this Agreement and Applicable Law, and save in the case of fraud or wilful misconduct:

Notwithstanding the foregoing, each GP Shareholder shall in good faith consider any objections or reservations expressed by the other GP Shareholder concerning the performance of an appointee of such GP Shareholder.

ARTICLE 3 CERTAIN COVENANTS AND ACKNOWLEDGEMENTS

Each GP Shareholder covenants and agrees that it will vote, or cause to be voted, the GP Shares owned by it to accomplish and give effect to the terms and conditions of this Agreement, whether at a meeting of the GP Shareholders or by written resolution or other instrument of the GP Shareholders.

The General Partner consents to the provisions of this Agreement and covenants and agrees that it will, at all times during the term of this Agreement, comply with the Partnership Agreement and this Agreement in carrying on the JV Business.

It is the intention of the Parties in entering into this Agreement to alter the powers of Directors as described in section 137(1) of the Act such that the power of the Directors to manage or supervise the management of the business and affairs of the General Partner is restricted in accordance with the terms of this Agreement. The Parties shall amend the GP Articles as necessary from time to time to give effect to the restrictions on the power of Directors outlined herein. The fact that any part of this Agreement may not operate or be construed as a unanimous shareholder agreement shall not prevent the remainder or any other part of this Agreement from operating and being construed as a unanimous shareholder agreement.

Except as expressly authorized by this Agreement, nothing in this Agreement shall be construed to authorize any GP Shareholder to act as the agent of any other GP Shareholder, nor to permit any GP Shareholder to act on behalf of or bind any other GP Shareholder or to give any GP Shareholder the authority to act for or to assume or incur any obligations or liabilities on behalf of any other GP Shareholder or to pledge the credit of any other GP Shareholder. For greater certainty, nothing in this Agreement shall be deemed to constitute any GP Shareholder the partner of any other GP Shareholder, except that Westport Canada and Volvo Canada shall be limited partners of the Partnership.

ARTICLE 4 BOARD OF DIRECTORS

If at any time, and from time to time, the GP Interests of the GP Shareholders change, the GP Shareholders shall take such steps as may be required to accommodate the nomination rights of the GP Shareholders set out in Section 4.1(a).

The appointment of the chair of the GP Board shall rotate between the Director appointees of the GP Shareholders every three years which shall (save in respect of the initial Chair) commence on June 30th (the "Chair"). The initial Chair shall be appointed by Westport Canada, with effect from the Effective Date and whose term shall end on June 30, 2027. The Chair shall not have a casting or second vote at meetings of the GP Board and the GP Shareholders shall procure that the Chair shall also be appointed the chair of the JVCo Board in accordance with the JVCo SHA.

The General Partner shall purchase or maintain insurance for the benefit of the Directors and officers against liabilities with respect to their positions with the General Partner by a reputable insurer in such amounts and on such terms as determined by the GP Board.

Meetings of the GP Board shall be held in the manner specified in the GP Articles; provided that, the following provisions shall prevail to the extent of any inconsistency with the GP Articles:

Notwithstanding any provisions of this Agreement to the contrary, the General Partner shall not, for itself or in its capacity as General Partner, undertake or permit to occur (directly or indirectly, including through any Subsidiary), and the GP Board shall not authorize or approve, any of following matters without Specified Board Approval:

To the extent that a GP Shareholder or any of its Affiliates is or is proposed to be a party to a Related Party Agreement, the GP Shareholder and the nominee Directors of such GP Shareholder, as applicable, shall abstain from voting under this Agreement on any matter where the interests of such GP Shareholder or its Affiliate pursuant to or under such Related Party Agreement is in or has the reasonable potential to be in conflict with the interests of any member of the JV Group, including:

provided that, for greater certainty, notwithstanding anything to the contrary in this Agreement a GP Shareholder shall not be deemed a conflicted shareholder for purposes of its nominee Directors' voting rights in respect of the Business Plan or any part of the Business Plan under Section 4.6(b), even where such matters may relate, directly or indirectly, to a Related Party Agreement.

Subject to Sections 4.10 and 4.11, any Director or officer may also be a director or an officer or employee of a GP Shareholder or one or more Affiliates of a GP Shareholder, or of any other entities.

The GP Board may appoint corporate officers of the General Partner as it deems appropriate, which officer positions may be filled by a member of Management; provided, however, that, with respect to, and without limitation, the execution of any documents, contracts, instruments and administrative filings and the taking of any action related to such matters which serve to bind the General Partner, or the General Partner on behalf of the Partnership, as applicable, such execution and action may only be taken by an authorized signatory that is resident in Canada and who has been granted, pursuant to a written approval by the GP Board (via a corporate signing authority and approvals policy approved by the GP Board), the corresponding authority to so bind the General Partner, or the General Partner on behalf of the Partnership, as applicable.

ARTICLE 5 BUSINESS AND MANAGEMENT OF THE GENERAL PARTNER

The General Partner will maintain accurate and complete books and records of all transactions and other matters in relation to the LP Group as are usually entered into books of account in accordance with Applicable Law and IFRS consistently maintained. Each GP Shareholder or its nominee or other authorized agent or representative shall have the right to audit, examine and make copies of such books and records during normal business hours on reasonable notice and at its own expense. Each of the GP Shareholders or their nominee or other authorized agent or representative shall, if requested by the GP Board, agree to execute and deliver to the General Partner a confidentiality and non-disclosure agreement, in a form acceptable to the GP Board, acting reasonably.

Subject to compliance with the other provisions of this Agreement and any delegated authority limits, the GP Board may designate the manner in which Contracts and other documents and instruments shall be signed by the General Partner in its own right.

Management shall be required to ensure that an appropriate system of internal controls is established and maintained in order to protect the security of funds received, held and disbursed and the security of confidential information received by the General Partner in the course of the JV Business.

The General Partner shall, in conjunction with the other members of the JV Group, cause Management to implement a risk-based, adequate compliance framework of good international standard, acceptable to multinationals of international repute. This shall include at least a code of conduct, a compliance governance model with defined roles and responsibilities on compliance with adequate resourcing, relevant sub-compliance policies and procedures, a training program, data privacy, a monitoring and whistleblowing framework, and appropriate reporting or audit rights for the GP Shareholders. In addition, Management shall develop a single set of policies and standards to govern all aspects of the General Partner and the JV Business, drawing from each of the GP Shareholders' respective existing policies and standards, including as contemplated in Section 5.10(b) and 5.10(d).

In the event that a member of the LP Group and/or a Party (whether in its capacity as a GP Shareholder, Partner or otherwise) or an Affiliate of such Party are held liable for any Taxes which are specifically attributable to another Party or an Affiliate of such other Party, then the Party and/or Affiliate of such Party to which such Taxes are attributable (the “Tax Debtor”) shall indemnify and hold such member of the LP Group and/or the respective other Parties and their Affiliates (the “Tax Indemnitees”) fully harmless from and against all such Taxes. The Parties shall cooperate in good faith in the defence against any such Taxes. Without limiting the foregoing, this Section 5.13 shall apply to any Taxes which are specifically attributable to a Tax Indemnitee’s failure to make withholdings required under any Applicable Law on a payment made to the Tax Debtor, unless such liability for Tax is expressly otherwise provided for in a relevant agreement or document which has been signed or approved in writing by the GP Board.

ARTICLE 6 SHAREHOLDER APPROVAL RIGHTS AND MEETINGS

Notwithstanding any provisions of this Agreement to the contrary, the General Partner shall not, for itself or in its capacity as General Partner, undertake or permit to occur (directly or indirectly, including through any Subsidiary), and the GP Shareholders shall procure, to the extent each of them is able, that GP Board shall not authorize or approve, any of following matters without Specified Shareholder Approval:

Meetings of the GP Shareholders shall be held in the manner specified in the GP Articles; provided that, the following provisions shall prevail to the extent of any inconsistency with the GP Articles:

ARTICLE 7 SHARES AND DISPOSITION OF SHARES

The General Partner is authorized to issue an unlimited number of GP Shares. The issued and outstanding GP Shares as of the Effective Date are as set forth in Schedule A. Except in connection with: (a) the issuance of LP Units pursuant to a Cash Call issued in accordance with the current Funding Plan; (b) the provision of Emergency Funding pursuant to section 4.9 of the Partnership Agreement; (c) the conversion of LP Default Loans or Emergency Default Loans in accordance with section 4.9(m) of the Partnership Agreement; or (d) the admission of any Person as a new Limited Partner pursuant to the Partnership Agreement, the General Partner shall not issue new GP Shares unless approved by Specified Shareholder Approval.

Except as otherwise permitted under this Agreement (including pursuant to Section 7.5, as required by Section 7.6 or as a result of a pledge pursuant to Section 7.12), no GP Shareholder shall Transfer any of its GP Shares without Specified Shareholder Approval. Any purported Transfer of GP Shares in violation of this Agreement is void. The General Partner shall only register or permit the registration of any Transfer of any GP Shares made in compliance with the provisions of this Agreement. A permitted Transferee of GP Shares shall automatically become bound and subject to this Agreement, without further act or formality.

Notwithstanding Section 7.3, but subject to Section 7.4, a GP Shareholder will be, without requiring Specified Shareholder Approval, entitled to Transfer to one of its 100% Affiliates legal title to, and beneficial ownership of, all (but not less than all) of its GP Shares, LP Units, and LP Loans, provided that:

Any applicable share certificates representing the GP Shares shall bear the following legend endorsed thereon in bold type (in addition to any legend required by Applicable Laws):

The shares represented by this certificate are subject to a shareholder agreement between the General Partner and its shareholders, as may be amended from time to time. Such shares may not be pledged, sold or otherwise transferred except in accordance with the terms of such agreement. Any transfer made in contravention of such restrictions is null and void. A copy of such agreement is on file at the registered office of the General Partner and available to Shareholders for inspection on request and without charge.

Where a Person claims that a share certificate representing a GP Share recorded in the name of a GP Shareholder has been defaced, lost, destroyed or wrongly taken, the General Partner will cause a GP Share certificate to be issued in substitution for such share certificate if such Person complies with any requirements set out in the GP Articles, and files with the General Partner an agreement in a form satisfactory to the General Partner indemnifying and holding harmless the General Partner and the GP Shareholders from any costs, damages, liabilities or expenses suffered or incurred as a result of or arising out of issuing such new GP Share certificate and satisfies such other reasonable requirements as are imposed by the General Partner.

Each Transferor will continue to remain liable for any breaches by it that occurred or arose prior to the date of Transfer. Notwithstanding that a Transferor may Transfer all of its GP Shares, it shall continue to be bound by those provisions of this Agreement which, by their nature or express terms, survive any such Transfer, including any obligation of confidentiality set out in Article 9.

In connection with any Transfer of any GP Shares permitted pursuant to this Agreement, each GP Shareholder hereby irrevocably nominates, constitutes and appoints the General Partner as its true and lawful attorney and agent for, in the name of and on behalf of the applicable GP Shareholder to execute and deliver all such administrative filings as may be necessary to effectively transfer and assign the GP Shares being sold. Such appointment and power of attorney, being coupled with an interest, shall not be revoked by the dissolution, winding up, bankruptcy or insolvency of such GP Shareholder and each Party hereby ratifies, confirms and agrees to ratify and confirm all that the General Partner may lawfully do or cause to be done by virtue of such power of attorney.

Each GP Shareholder shall be permitted to pledge its GP Shares as security to a Third Party lender in connection with any Third Party financing, provided that:

ARTICLE 8 FUNDING

In the event the GP Shareholders, Limited Partners or the General Partner require Third Party funding to meet remaining projected funding requirements for the JV Business, including the Partnership entering into or intending to enter into a product development agreement, such funding may be sourced by way of debt, on terms satisfactory to the GP Board and subject to Specified Board Approval, which approval will not be unreasonably withheld.

ARTICLE 9 CONFIDENTIALITY

governing the sharing and use of Restricted Information to ensure that the GP Shareholders and each of their Affiliates, and their respective directors, officers and employees, do not obtain access to Restricted Information or have responsibility for day-to-day operational decision-making or responsibility on pricing, marketing or sales within competitive business units. The GP Shareholders shall only make use of their information and reporting rights provided in accordance with Applicable Law, this Agreement and the GP Articles to the extent such use is consistent with Anti-Trust Laws, in particular with regard to the exchange of competitively sensitive information.

The provisions of this Article 9 shall continue to apply to any GP Shareholder that Transfers its GP Shares and ceases to be a GP Shareholder hereunder for five years from the date such GP Shareholder Transfers its GP Shares, or for 12 months from the date of termination of this Agreement pursuant to Section 10.3, whichever is the sooner, provided in each case that the provisions of this Article 9 relating to Restricted Information shall survive indefinitely.

ARTICLE 10 TERMINATION AND SURVIVAL

Notwithstanding the termination of this Agreement in accordance with Section 10.1, Article 9 shall remain in full force and effect, pursuant to the terms hereof and for a period of 12 months thereafter, excluding any Restricted Information, in which case the confidentiality obligations shall survive indefinitely. The obligations of the GP Shareholders and the General Partner under Article 12, and Article 14, and Sections 4.3, 5.13 and 10.2 shall survive indefinitely the expiration or earlier termination of this Agreement. All defined terms used in any provision surviving after the termination of this Agreement shall survive until the provision in which such defined term is used expires in accordance with its terms.

ARTICLE 11 REPRESENTATIONS AND WARRANTIES

Each Party hereby represents and warrants as follows, and acknowledges and confirms that the other Parties are relying on such representations and warranties in entering into this Agreement:

The representations and warranties of the Parties contained in this Article 11 survive the execution and delivery of this Agreement.

ARTICLE 12 DISPUTE RESOLUTION AND DEADLOCK

In the event the Parties or the GP Board, as applicable, have a Dispute, including being unable to reach specified approval for a matter as set out in Sections 4.6 and 6.1, as applicable, the Dispute shall be resolved in accordance with Schedule B.

Notwithstanding Section 12.1, a Party may apply to the courts of British Columbia for interim or conservatory measures in respect of the matters in Dispute, including immediate injunctive relief or similar equitable relief. The Parties agree that seeking and obtaining such interim or conservatory measures shall not waive the right to Arbitration set out in Schedule B. The Parties further agree that the provisions of this Section 12.2 shall not be deemed to preclude an arbitrator from awarding similar or other interim relief or issuing interim arbitration awards.

The Parties agree that during the resolution of a Dispute, the Parties shall continue to perform their obligations under this Agreement, provided that such performance shall be without prejudice to the rights and remedies of the Parties and shall not be read or construed as a waiver of a Party's right to claim for recovery of any loss, costs, expenses or damages suffered as a result of the continued performance of this Agreement.

ARTICLE 13 NOTICES

The addresses for service and email addresses of the Parties shall be as follows:

[Redacted – personal information]

A Party may, from time to time, change its address for service hereunder by notice to the other Parties given in accordance with Section 13.3.

Any notice or other communication provided for in this Agreement or any other notice which a Party may desire to give to another Party, shall be in writing and shall be delivered by:

ARTICLE 14 MISCELLANEOUS

Each Person who becomes a GP Shareholder must concurrently with becoming a GP Shareholder execute and deliver to the General Partner a counterpart copy of this Agreement or a written agreement in form and substance satisfactory to the Parties, agreeing to be bound by this Agreement, including making the representations and warranties contained in Article 11.

In the event of any inconsistency between this Agreement and the GP Articles, this Agreement shall govern to the extent of the inconsistency and, at the request of any Party, the Parties shall forthwith make all changes to the GP Articles as are necessary and lawful to render them not inconsistent with this Agreement.

The failure of any Party to seek redress for a violation, or to insist upon strict performance of any provision hereof, shall not prevent a subsequent act, which would have originally constituted a violation of such provision or any provision hereof, from having the effect of an original violation of such provision or any other provision hereof.

A waiver of any default, breach or non-compliance under this Agreement is not effective unless it is in writing and signed by the Party to be bound by the waiver. No waiver shall be inferred from or implied by any failure to act or delay in acting by a Party in respect of any default, breach or non-compliance or by anything done or omitted to be done by that Party. The waiver by a Party of any default, breach or non-compliance under this Agreement shall not operate as a waiver of that Party's rights under this Agreement in respect of any continuing or subsequent default, breach or non-compliance, whether of the same or any other nature.

Each Party acknowledges that contractual damages and other remedies will be available to the other Parties with respect to any breach of any provision of this Agreement. The Parties hereby agree that no Party shall be liable (whether in contract or in tort or under common law, including negligence, or otherwise howsoever and notwithstanding the provisions of any legislation in Canada) to any other Party for any indirect or consequential losses, including indirect or consequential losses which are loss of profit or revenue, loss of use, decline in earnings, decline in production, loss of contract or other business opportunity, loss of goodwill, or for any punitive, exemplary or special damages (including resulting from any breach of this Agreement and whether or not advised of any of the foregoing) which may be suffered by such other Party in connection with this Agreement; provided that, (a) this Section 14.8 shall not apply to claims relating to a breach of Article 9; and (b) this Section 14.8 shall not preclude a Party from entitlement to indemnification for such Party as a consequence of its liability to a Third Party for indirect, consequential, punitive, exemplary or special damages which such Third Party is entitled to recover from the relevant Party.

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

This Agreement is deemed effective as of the Effective Date.

Time shall be of the essence of this Agreement in all respects.

Each Party shall promptly do, execute and deliver or cause to be done, executed and delivered all further acts, documents and things in connection with this Agreement that any other Party may reasonably require for the purpose of giving effect to this Agreement.

This Agreement shall enure to the benefit of and be binding on the Parties and their respective successors and permitted assigns.

No Party may assign, whether absolutely, by way of security or otherwise, all or any part of its rights or obligations under this Agreement without the prior consent of all of the other Parties or in accordance with this Agreement, except where such assignment is being made together with the Transfer of its GP Shares in accordance with this Agreement.

The provisions of this Agreement shall apply mutatis mutandis to any securities into which the GP Shares or any of the GP Shares may be converted or changed, to any securities of the General Partner resulting from a reclassification, subdivision or consolidation of any GP Shares, to any securities of the General Partner which are received by the GP Shareholders as a distribution or as a result of a split, consolidation, issuance, recapitalization or reclassification, and to any securities of the General Partner or of any successor body corporate which may be received by the GP Shareholders on an amalgamation, reorganization, merger or combination of the General Partner.

The Parties acknowledge and agree that all restrictions contained in this Agreement are reasonable and valid and that all defences to the strict enforcement of such restrictions are hereby waived, and that the rights, privileges, restrictions and conditions set forth in this Agreement are special and unique such that a breach of any such rights, privileges, restrictions or conditions may not be adequately compensated for by an award of damages. Accordingly, any Party shall be entitled to temporary and permanent injunctive relief and to an order for specific performance against every other Party that is in breach of this Agreement. Any remedy this Agreement sets forth or contemplates shall be in addition to and not in substitution for or dependent upon any other remedy.

All payments that the General Partner is required to make under this Agreement to a GP Shareholder shall be subject to withholding of Taxes and other amounts as required by Applicable Law or regulation. In lieu of withholding such Taxes and other amounts, in whole or in part, the General Partner may, in its sole discretion, accept other provision for payment of Taxes and other amounts as required by law, provided it is satisfied that all requirements of law affecting its responsibilities to withhold such Taxes and other amounts have been satisfied.

Unless otherwise agreed by Specified Shareholder Approval, each Party will pay its own legal and other costs and expenses incurred in connection with the negotiation and finalization of this Agreement.

For the purpose of converting amounts specified in one currency into another currency where required, the rate of exchange to be used shall be the rate published by the European Central Bank as at the close of business on the Business Day immediately prior to the date of conversion.

This Agreement may be executed by PDF and in two or more counterparts, including by electronic signature, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

[signature page follows.]

IN WITNESS WHEREOF the Parties have executed this Agreement on the Effective Date.

[Signature page to GP USA]

SCHEDULE A SHAREHOLDER CAPITAL

SCHEDULE B DISPUTE RESOLUTION AND DEADLOCK

APPENDIX 1 TO SCHEDULE B
ESCALATION TO SENIOR REPRESENTATIVES

1.1       Escalation to Senior Representatives

(the "Escalation Period").

APPENDIX 2 TO SCHEDULE B EXPERT DETERMINATION

In the event of a Tax Dispute that is to be resolved pursuant to paragraph 1.1(c) of this Schedule B, either Party may serve notice on the other Parties within five Business Days after delivery or receipt of the Additional Dispute Notice requiring that the Tax Dispute be settled by the Tax Expert ("Referral Notice").

The following provisions shall apply to any Tax Dispute that is referred to the Tax Expert.

APPENDIX 3 TO SCHEDULE B
ARBITRATION PROVISIONS

1.1       Notice of Arbitration

In the event of an Outstanding Dispute that is to be resolved pursuant to paragraph 1.1(c) of Schedule B, any Party involved in the Outstanding Dispute shall submit the Outstanding Dispute to be settled by Arbitration within five Business Days after delivery or receipt of the Additional Dispute Notice.

1.2       All Arbitration Proceedings

The following provisions shall apply to any Dispute that is referred to Arbitration.

APPENDIX 4 TO SCHEDULE B
SHOTGUN PROVISION

[Redacted – commercially sensitive information]

SCHEDULE C FMV PROCEDURE AND METHODOLOGY

[Redacted – commercially sensitive information]

SCHEDULE D INITIAL BUSINESS PLAN

[Redacted – commercially sensitive information]

D-1 

Exhibit 99.2

INVESTMENT AGREEMENT – CAUTIONARY NOTE FOR READERS

The attached Investment Agreement has been filed with certain securities regulatory authorities in Canada pursuant to National Instrument 51-102 -- Continuous Disclosure Obligations, which requires Westport Fuel Systems Inc. ("Westport") to file certain material contracts to which it (or any subsidiary) is a party. Unlike certain other documents filed on behalf of Westport, the attached Investment Agreement has not been prepared as a disclosure document and was not drafted with the intention of providing factual information about Westport (or any affiliate) for the benefit of investors. The attached Investment Agreement contains representations and warranties made by Westport and certain of its affiliates to various counterparties for risk allocation purposes, and solely for the benefit of those counterparties. National Instrument 51-102 allows reporting issuers to omit certain provisions of material contracts and readers are cautioned that statements made by Westport (and its affiliates) in the attached Investment Agreement may be qualified (in whole or in part) by information redacted from the attached copy of the Investment Agreement, which information is not otherwise available to the public. Moreover, information concerning Westport, its affiliates or the subject matter of statements made in the attached Investment Agreement concerning Westport or certain of its affiliates may change after the date of the attached Investment Agreement, and subsequent information may or may not be fully reflected in Westport's public disclosures. Accordingly, investors should not rely on statements in the attached Investment Agreement concerning Westport (or any of its affiliates) as accurate statements of fact.

INVESTMENT AGREEMENT

by and among

Westport Fuel Systems Inc.

and

Westport Fuel Systems Canada Inc.

and

Volvo Business Services International AB

Dated effective as of March 11, 2024

TABLE OF CONTENTS

Page

INVESTMENT AGREEMENT

This INVESTMENT AGREEMENT (this “Agreement”), effective as of March 11, 2024, is entered into between Westport Fuel Systems Inc., a corporation incorporated under the laws of Alberta (“Westport Inc”), Westport Fuel Systems Canada Inc., a corporation incorporated under the laws of British Columbia (“Westport Canada”) and Volvo Business Services International AB, with company registration number 556539-9853 and its registered office at 405 08 Göteborg, Sweden (“Volvo Sweden”). Westport Inc, Westport Canada and Volvo Sweden are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS Volvo Sweden is part of a broader global group of companies within the business of commercial transport solutions and products such as trucks, buses, construction equipment and drive systems for marine and industrial applications with a focus on trucking applications within its group of companies;

AND WHEREAS Westport Inc is in the business of developing technologies to allow internal combustion engines found in both on-road and off-road vehicles to run on alternative fuels (with a particular expertise in gaseous fuels) such as natural gas and other alternative fuels, in both liquid and gaseous form;

AND WHEREAS the Parties have collaborated for more than ten years and continue to collaborate to develop unique engines and vehicles based on Westport Inc’s HPDITM late cycle injection technology;

AND WHEREAS the Parties desire that Westport Inc transfer or, cause to be transferred, any and all of its (and its Affiliates’) assets applicable to the HPDI System to members of the JV Group, and that the JV Group thereafter carries on the HPDI Business;

AND WHEREAS the Parties intend that each of the Limited Partnership and the JVCo operate as a joint venture with the LP Units to be owned by Westport Canada and Volvo Canada and the JVCo Shares to be owned by Westport Canada and Volvo Sweden in order to accelerate the development, commercialization and adoption of Westport Inc’s HPDI technology on a sustainable basis for use, primarily, in the truck industry and in off-road applications including marine, rail, mining, power generation or generators, construction, and agriculture equipment applications (the “Business Objective”);

AND WHEREAS Westport Inc and Volvo Sweden entered into a Term Sheet on July 18, 2023, with respect to the Investment and entering into of the joint venture (the “Term Sheet”);

AND WHEREAS Volvo Sweden has a clear ambition to further develop its sales of vehicles applying HPDI technology, and, as the initial primary customer of the JV Group, will procure its supply of HPDI-related products from the JV Group on a non-exclusive basis.

NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the Parties, intending to be legally bound, hereby agree as follows. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms on Article I hereto.

ARTICLE I DEFINITIONS

“Abandoned Patents” [Redacted – commercially sensitive information].

“Abandoned Patents Assignment” [Redacted – commercially sensitive information].

“Abandoned Patents Query” [Redacted – commercially sensitive information].

“Accounting Instructions” means the instructions regarding the preparation of the Closing Accounts set out in Schedule 1, Part 2.

“Actual VAT Percentage” has the meaning set forth in paragraph 1 in Schedule 1, Part 1.

“Adjusted Initial Purchase Price” has the meaning set forth in Section 2.1.

“Affiliate” means, with respect to a Person: (a) any Person that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with another Person; (b) any body corporate of which such Person beneficially owns, directly or indirectly, voting securities carrying more than 20% of the voting rights attached to all voting securities of the body corporate for the time being outstanding; (c) any partner of such Person, or (d) any trust, estate or other entity or fund in which such Person has a substantial beneficial interest or as to which the Person serves as trustee, manager or administrator or in similar capacity; and for the purpose of this definition, “control” (including with correlative meanings, the terms “controlled by” or “under common control”) means the power to direct or cause the direction of the management and policies of any Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the Preamble to this Agreement.

“Applicable Earn Out Amount” means:

“Applicable Law” means any law, statute, code, ordinance, regulation, rule, Permit, rules of common law, including any judicial and administrative interpretations thereof, of any Governmental Entity which have been made public, including all judicial and administrative Orders which have been made public.

“Arbitration” has the meaning set forth in Section 7.5.

“Arbitrators” has the meaning set forth in paragraph 1(d) of Schedule 3.

“Asset PA” means the asset purchase agreement by and between Westport Canada (and other HPDI Sellers), the Limited Partnership, and the JVCo (and other members of the JV Group), as set out in Exhibit “I”, whereby Westport Canada, and the HPDI Sellers, agree to sell the Transferred Assets to the Limited Partnership, the JVCo and/or another member of the JV Group, as further described in Section 2.2.

“Average Contribution Margin” means [Redacted – commercially sensitive information]

“Average Sales Tax Receivable” has the meaning set forth in paragraph 1 in Schedule 1, Part 1.

“Business Day” means a day on which banks are generally open for the transaction of commercial business in Vancouver, British Columbia, and Gothenburg, Sweden but does not in any event include a Saturday or a Sunday or statutory holiday in British Columbia, or Gothenburg, Sweden.

“Business Objective” has the meaning set forth in the Recitals.

“Canadian Leases” means the lease agreements entered into by members of the Westport Group in respect of the Canadian Properties.

“Canadian Properties” means the Properties located at: (a) 1691 West 75th Avenue (formerly 8797 Barnard Street), Vancouver, Canada; and (b) each of 8665, 8667, 8671 and 8675 Barnard Street, Vancouver, Canada.

“Canadian Sales Tax” has the meaning set forth in paragraph 1 in Schedule 1, Part 1.

“Carve Out” has the meaning set forth in Section 2.2.

“Carve Out Plan” means the steps and procedures for the transfer of the Transferred Assets to the Limited Partnership, the JVCo or another member of the JV Group set out in Exhibit “G”, or as the same may be amended from time to time (including by inclusion of the Carve Out Steps Plan) by the written agreement of the Parties.

“Carve Out Steps Plan” means the process, steps and procedure by which the Limited Partnership, the JVCo or another member of the JV Group will give consideration for the Transferred Assets (to be agreed pursuant to Section 6.6).

“Cash” means the aggregate of all the JV Group’s cash balances in hand or credited to any account with a financial institution (and any interest accrued on those balances) as at the Effective Time, excluding any Trapped Cash or any other cash that is otherwise recorded to long term assets.

“China Outsourced Personnel” means [Redacted – confidential information].

“Closing Accounts” means the accounts to be prepared and agreed by the Parties or determined in accordance with Schedule 1, Part 3 and comprising the Initial Purchase Price Adjustment Statement, the Working Capital Statement, the Net Cash Statement and the Final Statement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collective Agreement” means any collective agreement, letter of understanding, letter of intent or other written communications with any Union, works council or other employee association that governs the terms and conditions of employment with any HPDI Employees and imposes obligations on Westport Inc or any of the HPDI Sellers.

“Common Shares” means the common shares in the capital of Westport Inc.

“Competition Authority” means any government, government agency, regulatory body or competition authority with responsibility for enforcing Applicable Law relating to competition in its jurisdiction.

“Conditions” means the conditions to the Investment Closing set out in Article III.

“Confidential Information” has the meaning set forth in Section 8.10(b).

“Consolidated JV Accounts” means, in relation to each fiscal year of the Limited Partnership and JVCo up to and including the fiscal year ending December 31, 2033, the consolidated accounts of each: (a) the Limited Partnership and its Subsidiaries; and (b) the JVCo and its Subsidiaries, in each case prepared in accordance with Schedule 2, Part 1 for the purpose of preparing the Earn Out Accounts.

“Current Assets” means those current assets indicated as “WC” on the Form of Closing Balance Sheet (Q42023 column), but for all purposes shall exclude Cash and any Excluded Assets.

“Current Liabilities” means those current liabilities indicated as “WC” on the Form of Closing Balance Sheet (Q42023 column), but for all purposes shall exclude any Debt and any Excluded Liabilities.

“Customer Contracts” means all: (a) contracts; (b) agreements; (c) tenders and offers capable of acceptance which, on acceptance, would be contractually binding; and (d) orders, for the sale or supply by Westport Inc or any of the HPDI Sellers of goods and/or services (including development services) relating to the HPDI Business and remaining to be performed (in whole or in part) by any party to them.

“Data Room” means the electronic data room entitled “Fridolf” established by Westport Canada with Datasite.

“Debt” means the aggregate of the following obligations owed by a member of the JV Group to any other Person (including a member of the Westport Group, but excluding another member of the JV Group) whether or not then due and payable, as at the Effective Time:

“Determination Date” means the date on which the Closing Accounts are agreed by the Parties or determined in accordance with Schedule 1, Part 3.

“Development Agreement Novation” means the novation agreement in respect of the Existing Development Agreement, in substantially the form set out in Exhibit “F”, to be entered into between Volvo Truck Corporation, Westport Canada and the Limited Partnership.

“Development Contracts” means all contracts, agreements, arrangements, engagements and orders relating to development, co- or joint development, cooperation or collaboration relating to the HPDI Business to which Westport Inc or any of the HPDI Sellers is a party and remaining to be performed (in whole or in part) by any party to them.

“Development Value” means [Redacted – confidential information].

“Differentiated Program or Product” means [Redacted – confidential information].

“Disclosure Schedule” means the disclosure schedule attached as Schedule 5.

“Disputed Matters” has the meaning set forth in Schedule 1, Part 3, Paragraph 1(f).

“Earn Out Accounting Instructions” means the basis of presentation, policies and procedures for the Earn Out Accounts set out in Schedule 2.

“Earn Out Accounts” means, in relation to each fiscal year of the Limited Partnership and JVCo up to and including the fiscal year ending December 31, 2033, the consolidated and aggregated accounts of the JV Group showing, inter alia, Net Profit, prepared and finalized in accordance with Schedule 2, Part 1.

“Earn Out Condition” means, as applicable, the Initial Earn Out Condition, the Second Earn Out Condition, the [Redacted – confidential information] Earn Out Condition, the Initial [Redacted – confidential information] Earn Out Condition or the Second [Redacted – confidential information] Earn Out Condition and “Earn Out Conditions” means, collectively, all of the Initial Earn Out Condition, the Second Earn Out Condition, the [Redacted – confidential information] Earn Out Condition, the Initial [Redacted – confidential information] Earn Out Condition and the Second [Redacted – confidential information] Earn Out Condition.

“Earn Out Disputed Matters” has the meaning set forth in Section 2.3(d)(vi)

“Earn Out Negotiation Period” has the meaning set forth in Section 2.3(d)(iv).

“Earn Out Notice of Objection” has the meaning set forth in Section 2.3(d)(ii).

“Earn Out Purchase Price” has the meaning set forth in Section 2.1.

“Earn Out Review Period” has the meaning set forth in Section 2.3(d)(ii).

“Earn Out Statement” means, in relation to each fiscal year of the Limited Partnership and JVCo up to the fiscal year ending December 31, 2033, a statement, in the form set out in Schedule 2, Part 2, setting out:

[Redacted – commercially sensitive information].

“Effective Time” means 12:01 a.m. (Pacific Time) on the Investment Closing Date.

“Employee” means an individual who is employed by Westport Inc or any other member of the Westport Group.

“Employee Benefit Plan” means any arrangements (legally binding or otherwise) for providing or contributing towards benefits on retirement, leaving service, death, disability, illness or injury, stock options, stock purchases, profit-sharing, bonus or other similar benefits for or in respect of any HPDI Employee or their dependants, including each “employee pension benefit plan” (as defined in Section 3(2) of ERISA), each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), in each case whether or not subject to ERISA, each employment, termination or severance agreement and each other plan, arrangement or policy (written or oral) relating to stock options, stock purchases, deferred compensation, profit-sharing, bonus, employment, severance, retention, fringe benefits, cash- or equity-based incentive, commission, health, medical, dental, disability, accident, life insurance, vacation, paid time off, perquisite, change of control, separation, non-competition, retirement, pension, supplemental pension or savings or other employee benefit, in each case maintained or contributed to, or required to be maintained or contributed to, by Westport Inc or any of the HPDI Sellers.

[Redacted – commercially sensitive information].

“Environmental Law” means any Applicable Law relating to the pollution or protection of the environment (including air, surface water, groundwater, wildlife, land surface or subsurface land, and natural resources), or human health or safety (as such matters relate to Hazardous Materials), including Applicable Law relating to (a) Releases or threatened Releases of, or exposure to, Hazardous Materials, (b) the manufacture, processing, distribution, use, treatment, generation, storage, containment (whether above ground or underground), transport or handling of Hazardous Materials, (c) recordkeeping, notification, disclosure, or reporting requirements regarding Hazardous Materials, and (d) endangered or threatened species of fish, wildlife and plants, and the management or use of natural resources.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at the relevant time, a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

“Estimate Statement” has the meaning set forth in paragraph 2(a) of Schedule 1, Part 1.

“Estimated Net Cash” means Westport Inc’s good faith best estimate of what the Net Cash will be at the Effective Time.

“Estimated Working Capital” means Westport Inc’s good faith best estimate of what the Working Capital will be at the Effective Time.

“ETA” has the meaning set forth in paragraph 1 of Schedule 1, Part 1.

[Redacted – confidential information]

[Redacted – confidential information]

[Redacted – confidential information]

“EU Merger Regulations” means the Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings.

“Excluded Assets” means those assets, rights and agreements described in schedule 2.3(a) of the Asset PA.

“Excluded Liabilities” has the meaning set forth in section 2.5 of the Asset PA.

“Existing Development Agreement” means the master development agreement entered into between Volvo Truck Corporation and Westport Canada dated December 19, 2023, together with any valid statement of work referring to that master development agreement.

“FDI Authority” means the Coordination Group (Gruppo di Coordinamento) (Italy) or the Council of Ministers (as relevant) (Italy).

“Final Statement” has the meaning set forth in Part 1 of Schedule 1.

“Form of Closing Balance Sheet” means the form of closing balance sheet set out in Schedule 1, Part 4.

“Framework Agreement” means the Framework Agreement in the form set out in Exhibit “E”.

“Fuel Distribution System” has the meaning set forth in Section 6.6(c).

“Fuel Stations” has the meaning set forth in Section 6.6(c).

“GAAP” has the meaning set forth in Section 4.11(b).

“General Partner” means 1463861 B.C. Ltd., a corporation incorporated under the laws of the Province of British Columbia, and the general partner of the Limited Partnership.

“Government Official” has the meaning set forth in Section 4.10.

“Governmental Entity” means: any (a) government or political subdivision, whether federal, provincial, local or foreign; (b) agency or instrumentality of any such government or political subdivision; (c) federal, state, local or foreign court; (d) applicable industry self-regulatory organization; and (e) applicable stock exchange or securities regulatory authority, and shall include any Competition Authority.

“GP Shares” has the meaning set forth in Section 4.5(a).

“Group” means, in the case of Westport Inc, the Westport Group and, in the case of Volvo Sweden, the Volvo Group.

“GST/HST” has the meaning set forth in paragraph 1 of Schedule 1, Part 1.

“Hazardous Materials” means: (a) those substances listed in, defined in or regulated under any Environmental Law, including the following, as each may be amended from time to time, and all regulations thereunder: (i) the Canadian federal statutes and their provincial counterparts, including: the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Toxic Substances Control Act, the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Clean Air Act and the Environmental Management Act (BC); and (ii) the Swedish Environmental Code (1998:808) and applicable legislation from the European Union; (b) petroleum and petroleum products, including crude oil and any fractions thereof; and (c) polychlorinated biphenyls, methane, asbestos, or asbestos-containing materials, toxic mold, radon, or other pollutants, contaminants, wastes or substances that are regulated, defined, judicially interpreted or identified under Environmental Law due to possible adverse effects on human health or the environment.

“HPDI” means high pressure direct injection.

“HPDI Business” means the business of Westport Inc and its Affiliates relating to the development, manufacture, sales, marketing and aftermarket support, service and sales of the components and systems that comprise the HPDI System for use by any OEM (including a Volvo OEM and a Third Party OEM) and in any market globally but excludes the Sub-components Business.

“HPDI Contracts” means the Customer Contracts, the Supplier Contracts, the Development Contracts and the License Contracts.

“HPDI Employees” means the Employees who provide services wholly or partly to the HPDI Business, whether on a full-time, part-time, casual, seasonal or other basis, but excluding any employees located in the United Kingdom, the United States of America, France or the Netherlands and excluding manufacturing staff at the site in Brescia, Italy.

“HPDI Independent Contractors” means the independent contractors contemplated by Westport Inc and Volvo Sweden to be offered a continued engagement with the JV Group from and after the Investment Closing Date, being those listed in Disclosure Schedule 1.1.

“HPDI IP Licenses” has the meaning set forth in Section 4.18(j).

“HPDI Sellers” means each of Westport Inc, Westport Canada, Westport Fuel Systems Italia S.r.l., Westport Fuel Systems Sweden AB, Westport Power System (Kunshan) Co. Ltd, Westport Fuel Systems Netherlands B.V. and Westport Power Services Inc. and “HPDI Seller” means any one of them.

“HPDI System” means a fuel system (whether such system is developed, in development or yet to be developed on the date of the Investment Closing):

“ICC Rules” has the meaning set forth in Schedule 3.

“IFRS” means the accounting principles so prescribed, recommended or promulgated from time to time as the International Financial Reporting Standards, as issued by the International Accounting Standard Board or any successor thereto, as such principles may be amended, varied or replaced from time to time, which are applicable as at the date on which any calculation made hereunder is to be effective or as at the date of any financial statements referred to herein.

“Imputed Tax Rate” has the meaning set forth in paragraph 3(b) of Schedule 2, Part 1.

“Indemnified Party” has the meaning set forth in Section 7.2(a).

“Indemnifying Party” has the meaning set forth in Section 7.2(a)(i).

“Independent Accountant” means either: (a) an independent firm of chartered accountants of international repute (not being the auditors of Westport Inc, Volvo Sweden or any member of the JV Group), agreed by Westport Inc and Volvo Sweden; or (b) in default of agreement as to the identity of that independent firm within five Business Days of either Party notifying the other of its wish to appoint an independent firm, a specific member of an independent firm of chartered accountants to be nominated on the application of either Party by the ICC International Centre for ADR.

“Initial Business Plan” means the initial business plan of the JV Group to be finalized in accordance with Section 6.6.

“Initial Earn Out Amount” means Fifteen Million Seven Hundred and Fifty Thousand U.S. Dollars (US$15,750,000).

“Initial Earn Out Condition” [Redacted – commercially sensitive information].

“Initial Earn Out Qualifying OEM” means [Redacted – commercially sensitive information].

“Initial Purchase Price” has the meaning set forth in Section 2.1.

“Initial Purchase Price Adjustment Statement” means the statement of adjustments in the form set out in Schedule 1, Part 4 to be prepared and agreed by the Parties or, as applicable, determined in accordance with Schedule 1, Part 3.

“Initial [Redacted – confidential information] Earn Out Amount” [Redacted – commercially sensitive information]

“Initial [Redacted – confidential information] Earn Out Condition” means the sale and delivery of [Redacted – commercially sensitive information] to [Redacted – confidential information] by a member of the JV Group (following the Investment Closing) either alone or together with a member of the Westport Group (prior to the Investment Closing) within the calendar years 2024, 2025, 2026 and 2027.

[Redacted – confidential information].

“Insolvency Event” means, in relation to any Person, any formal insolvency proceedings, whether in or out of court, leading to any form of bankruptcy, liquidation, administration, receivership, arrangement or scheme with creditors, moratorium, stay or limitation of creditors’ rights, interim or provisional supervision by a court or court appointee, winding-up or striking-off in relation to such Person or any part of their assets or undertaking, or any event analogous to any such events in any jurisdiction.

“Intellectual Property” means any intellectual property rights existing from time to time in a specified jurisdiction, including any rights associated with the following: (a) patents, patent applications, utility models, inventions, invention disclosures, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions and extensions thereof; (b) trademarks, service marks, trade dress, logos, trade names, corporate names, Internet domain names, indications and appellations of origin, rights under the law of passing off and equivalents, design rights and other source identifiers, together with the goodwill symbolized by any of the foregoing; (c) copyrightable works, copyrights (whether registered or unregistered), related rights and allied rights including moral rights, software, databases, topographies, performances and in recordings, as well as any works protected by design law or other intellectual or industrial property laws; (d) confidential and proprietary information, including trade secrets, know-how, ideas, inventions, systems, formulae, models and methodologies as well as the right in any jurisdiction to limit the use or disclosure thereof, (e) industrial designs; and (f) all applications and registrations for the foregoing.

“Investment” means the purchase by Volvo Sweden or Volvo Canada (as applicable) of the Purchased LP Units, the Purchased GP Shares and the Purchased JVCo Shares, as contemplated in this Agreement.

“Investment Closing” means the closing of the purchase of 450 LP Units, 450 GP Shares and 450 JVCo Shares by a member of Volvo’s Group as contemplated by Section 2.1.

“Investment Closing Date” means the date of the Investment Closing.

“Issued JVCo Shares” has the meaning set forth in Section 4.5(f).

“Issued LP Units” has the meaning set forth in Section 4.5(d).

“IT Systems” means all information technology and computer systems (including the hardware, software, databases, data communication lines, network and telecommunication equipment, internet-related information technology infrastructure, wide area network and other telecommunications or information technology equipment) relating to the transmission, storage, maintenance, processing or analysis of data in electronic format used in the conduct of the HPDI Business as currently conducted and to be transferred to the JV Group as part of the Transferred Assets and/ or to be acquired for use by the JV Group in accordance with the IT Transition Plan.

“IT Transition Plan” means the IT Carve-Out Roadmap and related transition plan schedules (in final form to be agreed pursuant to Section 6.6, based on the form located at document 7.Q.16 in folder 7.Q of the Data Room).

“JVCo” means HPDI Technology AB (company registration 559468-9696) a company limited by shares, established in accordance with the Swedish Companies Act (Sw. Aktiebolagslagen (SFS 2005:551)).

“JVCo Shareholders Agreement” or “JV SHA” means the shareholders agreement relating to JVCo in the form set out in Exhibit “C”.

“JVCo Shares” means the shares in the capital of JVCo.

“JV Group” means the Limited Partnership, the General Partner, JVCo and each of their respective Subsidiaries.

“Knowledge of Westport” means with respect to any matter the actual knowledge of [Redacted – confidential information], in each case with respect to the applicable matter after reasonable due inquiry.

“License Contracts” means all contracts, agreements, arrangements, engagements and orders for the license to, or authorization to use by, Westport Inc or any of the other HPDI Sellers of Intellectual Property in relation to the HPDI Business and remaining to be performed (in whole or in part) by any party to them but excluding any such contracts, engagements, agreements, arrangements or orders forming part of the Excluded Assets.

“License Agreement” has the meaning set forth in the Asset PA.

“Lien” means any lien, security interest, mortgage, pledge, charge, adverse claim, reversion, restriction, assignment, option, right to acquire or encumbrance of any kind.

“Limited Partnership” means HPDI Technology Limited Partnership, a limited partnership established under the laws of the Province of British Columbia.

“Long Stop Date” means, subject to Section 3.6(b), [Redacted – confidential information].

“Losses” has the meaning set forth in Section 7.1(a).

“LP Agreement” means the limited partnership agreement governing the Limited Partnership in the form set out in Exhibit “A”.

“LP Units” means limited partnership interests/units in the capital of the Limited Partnership.

“Management Accounts” has the meaning set forth in Section 4.11(c).

“Material Adverse Effect” means any event, circumstance, change or effect: (a) that is material and adverse to the business, assets, properties, liabilities, condition (financial or otherwise) or results of operations of: (i) the HPDI Business, taken as a whole; (ii) any member of the Westport Group engaged in the HPDI Business (to the extent such event, circumstance, change or effect is material to the HPDI Business); or (iii) the JV Group (taken as a whole); (b) that will, or would reasonably be expected to, prevent or impair the ability of the Westport Group to consummate the Investment or the Transferred Assets Closing; (c) that will, or would reasonably be expected to, prevent the JV Group from fulfilling the Initial Business Plan in a manner which will, or would, frustrate the overall intention of the Parties’ in preparing the Initial Business Plan; (d) that will, or would reasonably be expected to, have a negative effect that is not immaterial on the reputation of the Volvo Group as an investor in the JV Group or on the JV Group, provided, however, that for purposes of clauses (a) and (c) “Material Adverse Effect” shall not include any event, circumstance, change or effect to the extent occurring from and after the date of this Agreement and arising out of or resulting from: (i) any failure of Westport Inc to meet any projections or forecasts or any decrease in the market price of the Common Shares (it being understood and agreed that any event, circumstance, change or effect giving rise to such failure or decrease shall be taken into account in determining whether there has been a Material Adverse Effect); (ii) any changes in the European or global economy or capital, financial or securities markets generally, including changes in interest or exchange rates; (iii) any changes in the legal or regulatory conditions in the material geographic regions in which the HPDI Business operates, including as a result of any sanctions or prohibitions; (iv) the commencement, escalation or worsening of a war or armed hostilities or the occurrence of acts of terrorism or sabotage; (v) the reaction of customers of the HPDI Business to the public announcement of this Agreement or other transactions contemplated hereby; (vi) the taking of any action expressly required by, or the failure to take any action expressly prohibited by, this Agreement, or the taking of any action at the written request of Volvo Sweden; (vii) pandemics, earthquakes, hurricanes or other natural disasters; or (viii) changes in Applicable Law, GAAP or the interpretation or enforcement thereof, which in the case of each of clauses (ii), (iii), (iv), (vii) and (viii) do not disproportionately affect any HPDI Seller or the HPDI Business relative to other participants in the industry in which the HPDI Seller the HPDI Business operate or the markets for any of such party’s products or services in general.

“Material Contracts” means: (a) all of the contracts, agreements, leases or other instruments related to the HPDI Business to which Westport Inc or a HPDI Seller is a party or by which Westport Inc, the HPDI Sellers or their properties are bound, which involve prospective fixed and/or contingent payments or expenditures by or to Westport Inc or the HPDI Sellers related to the HPDI Business of more than [Redacted – commercially sensitive information], or that are outside of normal ordinary and usual requirements of the HPDI Business or are otherwise material to the HPDI Business; (b) all loans or advances to or from any Person, and all loan agreements, bank lines of credit agreements, indentures, mortgages, deeds of trust, pledge and security agreements, factoring agreements, conditional sales contracts, letters of credit or other debt instruments to which Westport Inc or any of the HPDI Sellers are a party and which relate to or otherwise impact the Transferred Assets or the HPDI Business; (c) any guarantees by Westport Inc or any of its HPDI Sellers for amounts [Redacted – commercially sensitive information] and which relate to the Transferred Assets or the HPDI Business; (d) all operating or capital leases for equipment which forms part of the Transferred Assets or which otherwise relate to the HPDI Business in an amount [Redacted – commercially sensitive information] to which Westport Inc or any of the HPDI Sellers is a party; (e) all material non-competition and similar agreements applicable to the HPDI Business to which Westport Inc or a HPDI Seller is a party, (f) all contracts for the employment of any executive officer who is also a HPDI Employee or who performs services for the HPDI Business; (g) all distributor and sales agency agreements to which Westport Inc or a HPDI Seller is a party relating to the HPDI Business involving a financial commitment in excess [Redacted – commercially sensitive information]; (h) all contracts by which any Intellectual Property that forms part of the Proprietary Assets is acquired, licensed, granted, assigned or otherwise made available to Westport Inc or any of the HPDI Sellers, excluding any “shrink-wrap,” “click-wrap” and commercially available SaaS and “off the shelf” software; (i) all contracts by which any Intellectual Property that forms part of the Proprietary Assets is sold, transferred, licensed, granted, assigned or otherwise made available to a third party by Westport Inc or any of the HPDI Sellers (except where such Intellectual Property is being licensed, for non-exclusive use and only in connection with the manufacture and/ or sale of parts or components containing such Intellectual Property in the ordinary course of business); (j) any collective bargaining or union agreements, contracts or commitments which apply to any HPDI Employee; and (k) the HPDI Contracts not falling within (a) to (i) above: (i) that contain a financial commitment by any of the parties to it in excess [Redacted – commercially sensitive information]; (ii) pursuant to which Westport Inc and/ or any of the HPDI Sellers has expended (or received) an amount in excess of [Redacted – commercially sensitive information] in the 12 months prior to the date of this Agreement; or (iii) that are supply agreements for goods or services which are required for the supply of HPDI components and are not easily replaceable by equivalent suppliers on equivalent terms.

“Material Employees” means the HPDI Employees who are referenced in document number 5.55.5 in the Data Room.

“Material Restriction” means any liability, restriction or obligation that materially restricts the freedom of: (a) any member of the JV Group to carry on the whole, or any material part of the HPDI Business; or (b) any member of the Volvo Group to carry on the whole, or any part of its business, in each case in any place and in such manner as it thinks fit, or restricts the freedom of any member of the JV Group or any member of the Volvo Group to provide or take goods and/or services to or from such persons or to or from such places, as it may from time to time see fit.

“Multiemployer Plan” means any “multiemployer plan” within the meaning of Section 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code.

“Negotiation Period” has the meaning set forth in paragraph 1(d) in Schedule 1, Part 3.

“Net Cash” means Cash less Debt.

“Net Cash Statement” means the statement of Net Cash in the form set out in Schedule 1, Part 4 to be prepared and agreed by the Parties or, as applicable, determined in accordance with Schedule 1, Part 3.

“Net Profit” means for the applicable fiscal year, the aggregated profits of the JV Group earned in a fiscal year, calculated in accordance with Schedule 2 and as shown in the applicable Earn Out Accounts.

“New Supply Agreement” means the supply agreement in relation to HPDI products, comprised of the Price Agreement, Framework Agreement and Raw Material Agreement.

“Non-Disclosure Agreement” means the non-disclosure agreement entered into by Westport Inc and AB Volvo on 18 October 2022.

“Non-HPDI Licenses” means [Redacted – commercially sensitive information].

“Notice of Objection” has the meaning set forth in paragraph 1(c) in Schedule 1, Part 3.

“OEM” means a vehicle or engine original equipment manufacturer targeting on-road products or off-road products (including trucking, mine, marine, agricultural, construction and rail equipment) utilizing HPDI Systems.

“Order” means any order, judgment, ruling, injunction, assessment, award, decree or writ of any Governmental Entity.

“Organizational Documents” of a Person means, as applicable, the charter, certificate of incorporation, certificate of formation, articles of incorporation, bylaws, limited partnership agreement, limited liability company agreement or any similar organizational or governing document or instrument of a Person.

“Owned or Licensed Software” has the meaning set forth in Section 4.19(c).

“Party” and “Parties” have the meaning set forth in the Preamble to this Agreement.

“Patent Assignee” [Redacted – commercially sensitive information].

“PCMLA” has the meaning set forth in Section 5.2.

“Permit” means any license, permit, authorization, certificate of authority, qualification or similar document or authority that has been issued or granted by any Governmental Entity.

“Permitted Liens” means:

“Person” means any individual, sole proprietorship, partnership, corporation, limited liability company, joint venture, unincorporated society or association, trust or other legal entity or any Governmental Entity.

“PPA” has the meaning set forth in Section 2.1.

“Price Agreement” means the Price Agreement in the form set out at Exhibit “D”.

“Proceeding” means any action, suit, proceeding, claim, arbitration, mediation or investigation before any Governmental Entity or before any arbitrator or mediator or similar party, or any investigation or review by any Governmental Entity or similar party.

“Pro Forma Consent to Assignment” means the pro forma consent to assignment in respect of certain HPDI Contracts in the form set out at Exhibit “K”.

“Pro Forma IP Consent to Assignment” means the pro forma consent to assignment in respect of certain Intellectual Property in the form set out at Exhibit “L”.

“Properties” means the premises leased by a member of the Westport Group and used in relation to the HPDI Business, [Redacted – commercially sensitive information].

“Proprietary Assets” means: (a) any Intellectual Property related to the HPDI Business, created, owned or co-owned by Westport Inc or any other member of the Westport Group; and (b) any right of Westport Inc or any other member of the Westport Group to use or exploit any Intellectual Property related to the HPDI Business.

“PST” has the meaning set forth in paragraph 1 in Schedule 1, Part 1.

“Purchase Price” has the meaning set forth in Section 2.1.

“Purchased GP Shares” has the meaning set forth in Section 2.1.

“Purchased JVCo Shares” has the meaning set forth in Section 2.1.

“Purchased LP Units” has the meaning set forth in Section 2.1.

“QST” has the meaning set forth in paragraph 1 in Schedule 1, Part 1.

“Qualifying Development Agreement” means [Redacted – commercially sensitive information].

“Qualifying OEM” [Redacted – commercially sensitive information].

“Quarter” means, in respect of a calendar year, the three month period ending on 31 March, 30 June, 30 September or 31 December (as applicable).

“Raw Material Agreement” means the Raw Material Agreement to be entered into between the relevant member(s) of the JV Group and [Redacted – commercially sensitive information] and to be agreed in accordance with Section 6.6.

“Release” means any release, spill, emission, discharge, leaking, pumping, injection, deposit, disposal, dispersal, leaching or migration into the environment or into or out of any property, including the movement of Hazardous Materials through or in the air, soil, surface water or groundwater or property and “Released” shall be interpreted accordingly.

“Relevant Competition Authority” means: (a) the Italian Competition Authority (Autorità Garante della Concorrenza e del Mercato); (b) the Swedish Competition Authority (Konkurrensverket); (c) the Polish Competition Authority (Urzad Ochrony Konkurencji I Konsumentów); (d) the Romanian Competition Authority (Consiliul Concurentei România); and (e) in case of referral pursuant to Article 4(5) EU Merger Regulation, the European Commission.

“Remedial Action” means any works required by a Governmental Entity acting in the proper exercise of its powers, duties and functions under Environmental Laws or required by the landlord pursuant to the terms of the Canadian Leases, in order to remove, remedy, clean up, abate, contain or ameliorate the effects of any contaminants (as defined in applicable Environmental Laws) or wastes that are existing on the Canadian Properties.

"Representatives" means the directors, officers, employees, agents, lawyers, accountants, consultants and financial advisors of a Party and other members of its Group.

“Review Period” has the meaning set forth in paragraph 1(c) in Schedule 1, Part 3.

“Sales Taxes” has the meaning set forth in paragraph 1 in Schedule 1, Part 1.

“Sales Tax Receivable” has the meaning set forth in paragraph 1 in Schedule 1, Part 1.

“Sanctions” means international economic sanctions or embargoes issued, administered, enforced or maintained by the Office of Foreign Assets Control of the US Department of the Treasury, the US Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury of the United Kingdom, Global Affairs Canada, the Canada Border Services Agency, or the Department of Justice Canada, including any enabling legislation, regulation or executive order related thereto, and any similar sanctions Laws as may be enacted from time to time in the future by the United States, Canada, the European Union (and any of its member states), the United Kingdom or the United Nations Security Council, or any other legislative body of the United Nations or other relevant Governmental Entity.

“Satisfaction Date” means the date (not being later than the Long Stop Date) on which the last of the Conditions (other than those set out in Sections 3.2(a), 3.2(d), 3.2(h), 3.2(j), 3.2(k), 3.2(l) and 3.2(j), 3.3(a) and 3.3(c)) to be satisfied or waived is so satisfied or waived.

“Second Earn Out Amount” means Nine Million U.S. Dollars (US$9,000,000).

“Second Earn Out Condition” means: [Redacted – commercially sensitive information].

“Second Earn Out Qualifying OEM” means [Redacted – commercially sensitive information].

“Second [Redacted – confidential information] Earn Out Amount” means [Redacted – commercially sensitive information]

“Second [Redacted – confidential information] Earn Out Condition” means the sale and delivery of [Redacted – commercially sensitive information] to [Redacted – confidential information] by a member of the JV Group (following the Investment Closing) either alone or together with a member of the Westport Group (prior to the Investment Closing) within the calendar years 2024, 2025, 2026 and 2027.

“SEDAR+” means the System for Electronic Document Analysis and Retrieval established by the Canadian Securities Administrators.

“Serial Production” means launch of the relevant HPDI-related product for sale in the relevant market, such that the relevant HPDI-related product is freely available for purchase without restriction in such market.

“SOFR” means the Secured Overnight Financing Rate as calculated by the Federal Reserve Bank of New York.

“Standalone State” has the meaning set forth in Section 6.1(i).

“Sub-components Business” means the development, commercialization and sale of the Return To Tank (RTT) check valve, the IGM PRD and the Gas Supply Check Valve (HPDI 3.0 GRCA, planned SOP 2027), or any minor or immaterial derivatives thereof.

“Subsidiary” has the meaning ascribed thereto in the Securities Act (Alberta).

“Supplier Contracts” means all contracts, agreements, arrangements, engagements and orders for the sale or supply to Westport Inc or any of the HPDI Sellers of goods and/or services in relation to the HPDI Business and remaining to be performed (in whole or in part) by any party to them but excluding any contracts, engagements, agreements, arrangements or orders forming part of the Excluded Assets or relating to the HPDI Employees or any other employees of Westport Inc or the HPDI Sellers or the ownership or occupation of the Properties.

“Target Investment Closing Date” means the date which is: (a) the first calendar day of the calendar month after the calendar month in which the Satisfaction Date occurs, if there are five or more Business Days between the Satisfaction Date and that calendar day; or (b) the first calendar day of the second calendar month following the calendar month in which the Satisfaction Date occurs, if there are less than five Business Days between the Satisfaction Date and the first calendar day of the calendar month after the calendar month in which the Satisfaction Date occurs, or such other date as the Parties may mutually agree.

“Tax” or “Taxes” means all federal, provincial, state, territorial, local and other taxes, assessments, charges, duties, tariffs, deficiencies, fees, excises, premiums, imposts, levies or other governmental charges (including interest, fines, penalties or additions associated therewith), including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, employer health, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, goods and services, harmonized sales, value-added, alternative, estimated and all other taxes, and all employment insurance, health insurance and government pension plan premiums or contributions, of any kind for which a Person may have any liability imposed by any Governmental Entity, whether disputed or not, or payable: (a) pursuant to any tax sharing or tax indemnity arrangement or any other contract relating to sharing or payment of such tax, assessment, charge, duty, tariff, deficiency, fee, levy or other governmental charge; (b) or as a result of being a transferee or successor of another Person; or (c) as a result of being a member of an affiliated, consolidated, combined or unitary group (in each case together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties).

“Tax Act” means the Income Tax Act (Canada) and the Income Tax Application Rules (Canada).

“Tax Return” means any report, return (including any information return), statement, schedule, notice, form, declaration, claim for refund or other statement, document or information (including any schedule or attachment thereto or amendment thereof) required to be supplied to a Governmental Entity in connection with the determination, assessment, collection or payment of any Taxes or in connection with the administration, implementation or enforcement of or compliance with any Applicable Law relating to Taxes, including any estimated returns and reports of every kind, with respect to Taxes.

“Term Sheet” has the meaning set forth in the Recitals.

“Third Party” means any Person other than the Parties and their respective Affiliates.

“Third Party OEM” means an OEM which is not a Volvo OEM.

“Transaction Documents” means this Agreement, the Asset PA, the LP Agreement, the USA, the JV SHA, the Price Agreement, the Framework Agreement, the Raw Material Agreement, the Development Agreement Novation, the TSA, the Westport Inc Non-Compete, the Non-HPDI Licenses, the License Agreement and the Local Conveyances (as defined in the Asset PA).

“Transfer Taxes” means any transfer tax, stamp duty, capital duty, registration fee or duty, notarial fee or duty, stamp duty reserve tax, stamp duty land tax, real estate transfer tax and any similar Taxes (in each case together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties).

“Transfer Regulations” means: (a) for the member states of the European Union, the Acquired Rights Directive 2001/23/EC (as amended) (“ARD”) or any enactment of such directive under Applicable Laws; and (b) for non-member states of the European Union, those Applicable Laws which are substantially the same as, or have a similar effect to, the provisions of the ARD (if any) and in particular, for the United Kingdom, the Transfer of Undertakings (Protection of Employment) Regulations 2006.

“Transferred Assets” means the HPDI related assets of Westport Inc, or any of its Affiliates, to be transferred (including by way of sale, assignment, license, making available and/ or contribution, as appropriate) to the Limited Partnership, the JVCo or another member of the JV Group pursuant to the Asset PA, being those assets, rights and contracts described in Sections 2.1(a) – 2.1(o) and Section 2.3(b) of the Asset PA and which, for greater certainty, exclude the Excluded Assets and the Excluded Liabilities, but include the IT Systems.

“Transferred Assets Closing” means the closing of the transfer (including by way of sale, assignment and/ or contribution, as appropriate) of the Transferred Assets to the Limited Partnership, the JVCo or another member of the JV Group which shall occur on or shortly before the Target Investment Closing Date in accordance with the terms of the Asset PA and Carve Out Plan.

“Transferred Information” means any information about an identifiable individual (other than any information that is used for the purpose of communicating or facilitating communication with an individual in relation to their employment, business or profession) to be disclosed or conveyed to one party or any of its representatives or agents (a “Recipient”) by or on behalf of the other party (a “Disclosing Party”) as a result of or in connection with the Investment and includes all such personal information disclosed to the Recipient prior to the execution of this Agreement.

“Transitional Employee Indemnity” [Redacted – commercially sensitive information].

“Trapped Cash” means any cash which as at the Effective Time is not capable of being spent, distributed, loaned or released by a member of the JV Group from the jurisdiction in which it is situated without material deduction or withholding or additional cost, or which is not accessible in the manner described above within a period of two Business Days from the Effective Time including any cash securing rent deposits or any other cash held as collateral in respect of obligations of any other party.

“Trigger Event” means:

“TSA” means the Transition Services Agreement among, inter alios, Westport Canada, Westport Fuel Systems Italia S.r.l., Westport Fuel Systems Netherlands B.V., Westport Power Services Inc., Westport Fuel Systems (US) Inc, the Limited Partnership, the JVCo and the General Partner to be agreed pursuant to Section 6.6 and in substantially the form attached as Exhibit “H”.

“TSX” means the Toronto Stock Exchange.

“Union” means any trade union or association that may qualify as a trade union, council of trade unions, employee bargaining agent or affiliated bargaining agent.

“Undisclosed Contracts” [Redacted – commercially sensitive information].

“USA” means the unanimous shareholders agreement between the General Partner and each of the shareholders of the General Partner, in the form attached as Exhibit “B”.

“VAT” has the meaning set forth in paragraph 1 in Schedule 1, Part 1.

“VAT Adjustment Payment” has the meaning set forth in paragraph 1 in Schedule 1, Part 1.

“VAT Adjustment Statement” has the meaning set forth in paragraph 1 in Schedule 1, Part 1.

“VAT Percentage” has the meaning set forth in paragraph 1 in Schedule 1, Part 1.

“VAT Percentage Measurement Date” has the meaning set forth in paragraph 1 in Schedule 1, Part 1.

[Redacted – commercially sensitive information]

“Volvo Annual Required Payment Amount” means, in respect of each fiscal year of the Limited Partnership and the JVCo, an amount equal to the lesser of: (a) 45% of the Net Profit earned in such fiscal year; and (b) the remaining amount required to be paid by Volvo Sweden in respect of any Applicable Earn Out Amount in respect of which the relevant Earn Out Condition has been satisfied in order to have fully paid such Applicable Earn Out Amount, together with any interest accrued thereon pursuant to Section 2.3(b)(ii)(B).

“Volvo Canada” means Volvo HPDI Holding Inc., a corporation incorporated in Ontario, Canada with corporation number 1581874-5.

“Volvo Designees” means the three individuals designated by Volvo Sweden to serve on the Board of Directors of the General Partner and the Board of Directors of the JVCo.

“Volvo Group” means Volvo Sweden and its Affiliates (excluding any member of the JV Group).

“Volvo Indemnified Party” and “Volvo Indemnified Parties” have the meanings set forth in Section 7.1(a).

“Volvo Knowledge Individuals” means [Redacted – confidential information].

“Volvo Non-HPDI License” has the meaning set forth in Section 6.6(e).

“Volvo OEM” means the Swedish company AB Volvo and (a) any OEM in which AB Volvo owns, directly or indirectly, more than 50% of the share capital and/or controls, directly or indirectly, more than 50% of the votes and, (b) to the extent that the Volvo Group maintains at least the same ownership interest it holds as of the effective date of this Agreement, (i) [Redacted – confidential information], and (ii) [Redacted – confidential information], and (iii) any and all future joint ventures entered into by AB Volvo or an entity referred to in (a) above as agreed between the Parties.

“Volvo Sweden” has the meaning set forth in the Preamble to this Agreement.

[Redacted – commercially sensitive information].

[Redacted – confidential information]

“Westport Inc” has the meaning set forth in the Preamble to this Agreement.

“Westport Canada” has the meaning set forth in the Preamble to this Agreement.

“Westport Group” means Westport Inc and its Affiliates.

“Westport Inc Non-Compete” means the non-compete agreement given by Westport Inc in the form to be mutually agreed between Volvo Sweden and Westport Inc in accordance with Section 6.6(b)(v).

“Westport Indemnified Party” and “Westport Indemnified Parties” have the meanings set forth in Section 7.1(b).

“Westport Non-HPDI License” has the meaning set forth in Section 6.6(c).

“Working Capital” means the amount by which the Current Assets of the JV Group exceed (or is less than) the Current Liabilities of the JV Group as at the Effective Time.

“Working Capital Statement” means the statement of Working Capital in the form set out in in Schedule 1, Part 4 to be prepared and agreed by the Parties or, as applicable, determined in accordance with Schedule 1, Part 3.

“Working Capital Target” [Redacted – commercially sensitive information].

For purposes of this Agreement: (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (i) to Articles, Sections, Schedules and Exhibits mean the Articles and Sections of, and Schedules and Exhibits attached to, this Agreement; (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.

ARTICLE II SALE AND PURCHASE

In reliance upon the representations, warranties and covenants of the Parties set forth herein, and subject to satisfaction of the Conditions, at the Investment Closing Date, Westport Inc shall procure the sale and delivery of, and Westport Canada shall sell and deliver, to Volvo Sweden (or the relevant member of the Volvo Group), and Volvo Sweden shall purchase (or procure the purchase of) from Westport Canada (or the relevant member of the Westport Group): (a) 450 LP Units, representing 45% of all of the issued and outstanding LP Units (the “Purchased LP Units”); (b) 450 common shares in the capital of the General Partner, representing 45% of all of the issued and outstanding shares in the capital of the General Partner (the “Purchased GP Shares”); and (c) 450 JVCo Shares (the “Purchased JVCo Shares”). The purchase price for the Purchased LP Units, the Purchased GP Shares and the Purchased JVCo Shares shall be an aggregate of Twenty Eight Million Three Hundred Fifty Thousand U.S. Dollars ($28,350,000) (the “Initial Purchase Price”) as adjusted and payable pursuant to Schedule 1 (the “Adjusted Initial Purchase Price”), plus, subject to satisfaction of the Earn Out Conditions, up to a further Forty Five Million U.S. Dollars ($45,000,000) (plus interest) as additional consideration, payable in the form of an earn out (the “Earn Out Purchase Price”) in accordance with the terms and conditions set out in Section 2.3 (such Adjusted Initial Purchase Price together with the Earn Out Purchase Price being the “Purchase Price”). The Adjusted Initial Purchase Price and the Earn Out Purchase Price shall be allocated as agreed between Westport Inc and Volvo Sweden following the date of this Agreement and prior to Investment Closing (such agreed allocation, the “PPA”). The Parties acknowledge and agree that if and when Investment Closing occurs, Volvo Sweden shall be credited an amount of US$400,000 against the payment of the Initial Purchase Price.

At the Transferred Assets Closing and as a condition to the Investment Closing, Westport Inc shall (and shall procure that the HPDI Sellers shall) sell, assign and transfer the Transferred Assets to the JV Group free and clear of all Liens, which sale, purchase, assignment and transfer shall be based on the Carve Out Plan, memorialized in and completed in accordance with the Asset PA (the “Carve Out”). The purchase price payable for the Transferred Assets shall be satisfied as set out in the Asset PA. At or immediately following the Transferred Assets Closing, Westport Canada shall be issued with: (i) 999 LP Units which, together with the one LP Unit already held by Westport Canada, shall represent all of the issued and outstanding LP Units as at the time of such issuance; and (ii) 999 JVCo Shares which, together with the JVCo Shares already held by Westport Canada, shall represent all of the issued and outstanding JVCo Shares as at the time of such issuance.

(a)              Earn Out Conditions.

(b)          Payment of Earn Out Purchase Price.

The Investment Closing shall take place virtually, at a time mutually agreed upon by the Parties on the Target Investment Closing Date, or at such other time and place as shall be mutually agreed to by the Parties. At the Investment Closing, Volvo Sweden shall pay the amount specified in Schedule 1, Part 1, Paragraph 2(b) to Westport Canada. Such payment shall be made by wire transfer of immediately available funds to the account designated by Westport Canada in writing and delivered at least five Business Days in advance of the Investment Closing to Volvo Sweden.

Volvo Sweden shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Person such amounts as it is required to deduct and withhold with respect to the making of such payment under Applicable Law. If any withholding obligation may be avoided by any such Person by providing information or documentation, Volvo Sweden shall use commercially reasonable efforts to avoid such withholding obligation upon receipt of such information or documentation from such Person. To the extent that amounts are so withheld by Volvo Sweden and are paid to the applicable Governmental Entity or other applicable Person, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

ARTICLE III CONDITIONS TO THE INVESTMENT CLOSING

The respective obligations of each Party to consummate the transactions described in Section 2.1 of this Agreement are subject to the satisfaction (or written waiver by both Parties), at or before the Investment Closing, of the following conditions:

The obligation of Volvo Sweden to purchase the Purchased LP Units, Purchased GP Shares and Purchased JVCo Shares is subject to the satisfaction, (or written waiver by Volvo Sweden), at or before the Investment Closing, of the following conditions:

The obligations of Westport Inc to consummate the transactions described in Section 2.1 and Section 2.2 of this Agreement are subject to the satisfaction (or written waiver by Westport Inc), at or before the Investment Closing, of the following conditions:

Upon a Party becoming aware of any Condition being satisfied or of a matter, event or circumstance which will, or might, reasonably be expected to prevent a Condition from being satisfied on or before the Long Stop Date, that Party shall promptly notify the other Parties of that fact in writing and shall supply to the other Parties written evidence (if available) of the satisfaction of that Condition or a written explanation as to why that Condition has, or may have, become incapable of satisfaction or why its satisfaction is, or might be, delayed. Where such a notification is made, the Party making such notification shall continue to keep the other Parties promptly informed of any and all further matters, events or circumstances as they arise and become known relating to the satisfaction of the relevant Condition.

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF WESTPORT INC

Westport Inc hereby represents and warrants to Volvo Sweden that the statements contained in the following paragraphs of this Article IV are all true and correct as of the date hereof and as of the Investment Closing Date (except to the extent made only as of a specified date, in which case as of such date):

Westport Inc, each of the HPDI Sellers and each member of the JV Group has all requisite legal and corporate power to enter into, execute, deliver and perform their obligations under this Agreement and the other Transaction Documents to which they are a party. Assuming due execution and delivery by the other parties thereto, this Agreement is, and upon their execution and delivery, the Transaction Documents to which they are a party will be, valid and binding obligations of Westport Inc, each of the HPDI Sellers and each relevant member of the JV Group, enforceable in accordance with their terms, subject to: (i) Applicable Law relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general application, heretofore or hereafter enacted or in effect affecting creditors’ rights and remedies generally; and (ii) the exercise of judicial or administrative discretion in accordance with general equitable principles, particularly as to the availability of the remedy of specific performance and relief.

Except for the consents described in Disclosure Schedule 4.16(b) and Schedules 4.5(a) and 4.5(b) to the Asset PA with respect to those consents required for the Transferred Assets Closing and the approval and consent of each Relevant Competition Authority and FDI Authority, no consent, approval, order or authorization of, or designation, registration, declaration or filing with, any federal, state, local or provincial or other Governmental Entity or other Person by Westport Inc, any of the HPDI Sellers or any member of the JV Group is required in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents or the offer, sale or issuance of the LP Units, GP Shares or JVCo Shares, under Applicable Law.

Other than as set out in the Carve Out Plan, the IT Transition Plan or the Asset PA, no member of the JV Group has, since its respective incorporation: (i) carried on any business at any time; (ii) acquired or disposed of any assets or liabilities; or (iii) entered into any agreement, arrangement, undertaking or commitment and no such actions will be undertaken prior to Investment Closing without the prior written consent of Volvo Sweden.

Westport Inc owns: (i) directly 100% of the issued and outstanding equity securities of Westport Canada; (ii) indirectly 100% of the issued and outstanding equity shares of each of the remaining HPDI Sellers. The HPDI Sellers represent all of the members of the Westport Group who own Transferred Assets or otherwise undertake or carry on the HPDI Business.

Since December 31, 2022, except as disclosed in Disclosure Schedule 4.8, there has not occurred or could reasonably be expected to occur any of the following:

None of Westport Inc, any of the HPDI Sellers, nor, to the Knowledge of Westport, any director, officer, agent or employee of Westport Inc or any of the HPDI Sellers has: (i) paid, caused to be paid, agreed to pay, or offered, directly or indirectly, in connection with the HPDI Business, any payment or gift given to any Person (including but not limited to any Person acting in an official capacity for any Governmental Entity, to any political party or official thereof, or to any candidate for political office (each, a “Government Official”) with the purpose of (w) influencing any act or decision of such Government Official in his official capacity; (x) inducing such Government Official to perform or omit to perform any activity related to his legal duties; (y) securing any improper advantage; or (z) inducing such Government Official to influence or affect any act or decision of any Governmental Entity), in each case, in order to assist Westport Inc or any of the HPDI Sellers thereof in obtaining or retaining business for or with, or in directing business to, Westport Inc or any of the HPDI Sellers; (ii) made any illegal contribution to any political party or candidate; or (iii) intentionally established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose. Without limiting any of the foregoing, neither Westport Inc nor any of the HPDI Sellers, nor, to the Knowledge of Westport, any director, officer, agent or employee of Westport Inc or any of the HPDI Sellers has taken any action or engaged in any practice or conduct that would: (a) violate or be contrary to any Applicable Law relating to bribery and corruption, including the Canadian Corruption of Foreign Public Officials Act or U.S. Foreign Corrupt Practices Act, nor has paid, caused to be paid, agreed to pay, or offered, directly or indirectly, in connection with the HPDI Business, any bribe, kickback, other similar illegal payment or gift, to any supplier or customer; and (b) constitute insider dealing under Applicable Law.

Except for (i) those liabilities that are reflected or reserved for in the consolidated financial statements of Westport Inc and each of the HPDI Sellers for the nine months ended September 30, 2023, (ii) liabilities incurred since September 30, 2023 in the ordinary course of business consistent with past practice, and (iii) liabilities incurred pursuant to the transactions contemplated by this Agreement, Westport Inc and the HPDI Sellers do not have any material liabilities or obligations related to the HPDI Business of any nature whatsoever (whether accrued, absolute, contingent or otherwise).

No Person is entitled to any brokerage, finder’s or other fee or commission in connection with this Agreement based upon arrangements made by or on behalf of Westport Inc or any member of the Westport Group or any member of the JV Group.

There is no Proceeding pending or, to the Knowledge of Westport, threatened, by any Person and to the Knowledge of Westport, there is no investigation pending by any Governmental Entity, in each case against Westport Inc, any of the HPDI Sellers or any member of the JV Group in relation to the HPDI Business or which could impact the HPDI Business or the JV Group save as set out in Disclosure Schedule 4.14. Neither Westport Inc nor any of the HPDI Sellers in relation to the HPDI Business, nor any of the Properties, is subject to any outstanding judgment, order, writ, injunction or decree of any Governmental Entity. Neither Westport Inc nor any of the HPDI Sellers are in default with respect to any judgment, order or decree of any Governmental Entity in relation to the HPDI Business or which could impact the HPDI Business or the JV Group.

Westport Inc and the HPDI Sellers: (a) are in compliance with all, and have not violated any, applicable Environmental Laws in respect of the HPDI Business and/ or the Properties; (b) have not received any written communication in the past five (5) years from any Person alleging that either Westport Inc or any of the HPDI Sellers is in violation of or has any liability arising under any Environmental Laws; (c) have obtained all approvals and permits required under Environmental Laws in respect of the Properties and to conduct the HPDI Business as conducted as of the date of this Agreement and are in compliance with all terms and conditions of such approvals and permits; (d) are not subject to any pending or, to the Knowledge of Westport, threatened Proceeding pursuant to any Environmental Laws against itself or any Person whose liability Westport Inc or any of the HPDI Sellers have contractually assumed. Neither Westport Inc nor any of the HPDI Sellers has Released any Hazardous Materials in a manner that would reasonably be expected to result in liability to any of them or that would reasonably be expected to adversely affect any of their operations. To the Knowledge of Westport, no Hazardous Materials have been treated on or are now stored on, or are present at, under, in or affecting, and there has been no spill, discharge, leak, emission, ejection, escape, dumping, or any release or threatened release of any kind, of any Hazardous Materials from, on, in or under any of the Properties or into the environment, or at any location to which Hazardous Materials have been sent for re-use or recycling or for treatment, storage or disposal, except releases permitted or otherwise authorized by Environmental Laws.

ARTICLE V REPRESENTATIONS AND WARRANTIES BY VOLVO SWEDEN

Volvo Sweden represents and warrants to Westport Inc as follows:

Volvo Sweden is a limited liability company duly formed, validly existing and in good standing under the laws of Sweden. Volvo Sweden has the requisite legal right and power, as applicable, to enter into, execute, deliver and perform its obligations under this Agreement and the other Transaction Documents. Assuming due execution and delivery by the other Parties, this Agreement is, and upon their execution, the other Transaction Documents to which Volvo Sweden is a party will be, valid and binding obligations of Volvo Sweden, enforceable in accordance with their terms, subject to: (a) Applicable Law relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general application, heretofore or hereafter enacted or in effect affecting creditors’ rights and remedies generally; and (b) the exercise of judicial or administrative discretion in accordance with general equitable principles, particularly as to the availability of the remedy of specific performance and relief.

The funds representing the Purchase Price advanced by Volvo Sweden hereunder do not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLA”). To the best of Volvo Sweden’s knowledge, none of the funds provided to pay the Purchase Price: (a) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States of America or Sweden; or (b) are being tendered on behalf of a Person that has not been identified to it.

ARTICLE VI COVENANTS

Westport Inc covenants and agrees that from and after the date hereof:

Until the Investment Closing Date, to the extent permitted by Applicable Law and not in contravention of the rights of third parties, Westport Inc shall permit representatives of Volvo Sweden and Volvo Canada to have reasonable access to the properties of Westport and its Affiliates which relate to or are used in the HPDI Business, to examine the corporate books and make copies or extracts therefrom or to discuss the affairs, finances and accounts of Westport Inc and its Affiliates relating to the HPDI Business with the principal officers and employees of Westport Inc upon request, all during normal business hours and subject to other reasonable restrictions by Westport Inc.

Westport Inc shall pay all Transfer Taxes arising or paid as a result of or by reference to the sale, delivery or transfer by Westport Inc to Volvo Sweden and Volvo Canada of the Purchased LP Units, Purchased GP Shares and Purchased JVCo Shares.

Westport Inc will advise Volvo Sweden promptly after it receives notice of issuance by any provincial securities commission, any state securities commission or any other regulatory authority of any cease trade order, stop order or of any order preventing or suspending Westport Canada’s ability to transfer the Purchased LP Units, Purchased GP Shares and/ or Purchased JVCo Shares.

Westport Inc shall notify the TSX and NASDAQ of, and make all necessary filings with provincial securities regulators, in accordance with their requirements, in connection with, the transactions contemplated by this Agreement, and shall take (and procure that Westport Canada takes) all other necessary action and proceedings as may be required and permitted by Applicable Law, for the legal and valid transfer of the Purchased LP Units and Purchased GP Shares to Volvo Canada and the Purchased JVCo Shares to Volvo Sweden, and promptly provide copies of all such notices and filings to Volvo Sweden.

Westport Inc will file with each provincial securities regulator in Canada all reports required to be filed pursuant to Applicable Law relating to securities on a timely basis taking into account any and all extensions granted or permitted by the applicable securities regulator, and refrain from terminating its status as a reporting issuer in each such province.

Westport Inc shall hold any monies, royalties or other benefits received by it (or another member of the Westport Group) under any HPDI IP Licenses as trustee for the Limited Partnership (or other relevant member of the JV Group) from the date of the Investment Closing and shall, as soon as reasonably practicable following receipt of the same, account to the Limited Partnership (or other relevant member of the JV Group) for all such monies, royalties or other benefits and pay or deliver such to the Limited Partnership (or other relevant member of the JV Group).

[Redacted – commercially sensitive information]

[Redacted – commercially sensitive information]

Volvo Sweden acknowledges that:

Prior to the Investment Closing, Westport Inc and its Affiliates shall (within the confines of any Applicable Law relating to competition) operate the HPDI Business in the ordinary course, and, without the prior written consent of Volvo Sweden (which consent shall not be unreasonably withheld, conditioned or delayed), shall not, except as specifically contemplated in the IT Transition Plan or this Agreement: