S-8

As filed with the Securities and Exchange Commission on June 30, 2023

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ATS CORPORATION

(Exact name of Registrant as specified in its charter)

Ontario, Canada	98-0149239
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

730 Fountain Street North

Building #3

Cambridge, Ontario N3H 4R7

Tel: 519-653-4483

(Address, including zip code, of Registrant’s principal executive offices)

1995 Stock Option Plan

2006 Stock Option Plan

Restricted Share Unit Plan

2014 Employee Share Purchase Plan

(Full title of the plan)

Corporation Service Company

251 Little Falls Drive

Wilmington, DE 19808

1-800-927-9800

(Telephone number, including area code, of agent for service)

COPIES TO:

Stewart McCuaig ATS Corporation 730 Fountain Street North, Building #3 Cambridge, Ontario, Canada N3H 4R7 Tel: 519-650-6507 Christopher J. Cummings Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Tel: (212) 373-3000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act . ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in each of the 1995 Stock Option Plan, the 2006 Stock Option Plan, the Restricted Share Unit Plan, and the 2014 Employee Share Purchase Plan (collectively, the “Incentive Plans”), of ATS Corporation (formerly known as ATS Automation Tooling Systems Inc.) (the “Registrant”), as specified by Rule 428(b)(1) under the U.S. Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission, but each such document constitutes, along with the documents incorporated by reference into this Registration Statement, a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

The Registrant will furnish without charge to each person to whom a prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Those documents are incorporated by reference in each Section 10(a) prospectus. The Registrant will also furnish without charge to any person to whom a prospectus is delivered, upon written or oral request, all other documents required to be delivered pursuant to Rule 428(b) under the Securities Act. Requests should be directed to the General Counsel of ATS Corporation at 730 Fountain Street North Building #3, Cambridge, Ontario N3H 4R7, telephone: (519) 653-4483.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed with or furnished to the Commission are incorporated herein by reference:

1. The Registrant’s Registration Statement on Form F-10, filed with the Commission on May 23, 2023, as amended by Amendment No. 1 to Form F-10, filed with the Commission on May 24, 2023 (the “F-10 Registration Statement”);

2. All reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since May 23, 2023; and

3. The description of the common shares of the Registrant contained under the section captioned “Description of Common Shares” in the F-10 Registration Statement and incorporated by reference into the Registrant’s Registration Statement on Form 8-A filed with the Commission on May 24, 2023, including any amendment or report filed for the purpose of amending such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part thereof from the date of filing of such documents. Also, the Registrant may incorporate by reference its future reports on Form 6-K by stating in those Form 6-K’s that they are being incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not Applicable.

Item 5. Interests of Named Experts and Counsel

Not Applicable.

Item 6. Indemnification of Directors and Officers

Under section 136 of the Business Corporations Act (Ontario) and the by-laws of the Registrant, the Registrant may indemnify a director or officer of the Registrant, a former director or officer of the Registrant or another individual who acts or acted at the Registrant’s request as a director or officer, or an individual acting in a similar capacity, of another entity (each of the foregoing, an “individual”), against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity, but shall not indemnify an individual unless (i) such individual acted honestly and in good faith with a view to the best interests of the Registrant or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Registrant’s request; and (ii) if the matter is a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Registrant shall not indemnify the individual unless the individual had reasonable grounds for believing that his or her conduct was lawful.

Further, the Registrant may, with the approval of a court, indemnify an individual in respect of an action by or on behalf of the Registrant or other entity to obtain a judgment in its favor, to which the individual is made a party because of the individual’s association with the Registrant or other entity against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfills the conditions in (i) and (ii) above. Such individuals are entitled to indemnification from the Registrant in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the Registrant or other entity as described above, provided the individual seeking an indemnity: (A) was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and (B) fulfills the conditions in (i) and (ii) above.

The Registrant maintains directors’ and officers’ liability insurance which insures directors and officers for losses as a result of claims against the directors and officers of the Registrant in their capacity as directors and officers and also reimburses the Registrant for payments made pursuant to the indemnity provisions under the by-laws of the Registrant and the Business Corporations Act (Ontario).

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed

Not Applicable.

Item 8. Exhibits

The exhibits listed under the caption “Exhibits Index” of this Registration Statement are incorporated by reference herein.

Item 9. Undertakings

The Registrant hereby undertakes:

(a)(1) To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that, paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering hereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

INDEX TO EXHIBITS

4.1	Articles of the Registrant, as Amended.
4.2	By-laws of the Registrant, as Amended.
4.3	ATS Corporation 1995 Stock Option Plan.
4.4	ATS Corporation 2006 Stock Option Plan.
4.5	ATS Corporation Restricted Share Unit Plan.
4.6	ATS Automation Tooling Systems Inc. 2014 Employee Share Purchase Plan.
5.1	Opinion of Borden Ladner Gervais LLP.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Borden Ladner Gervais (included in Exhibit 5.1 to this Registration Statement).
24.1	Powers of Attorney (included on signature pages of this Part II).
107	Calculation of Filing Fee Table.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Ontario, Country of Canada, on the 30^th day of June, 2023.

ATS CORPORATION
By:	/s/ Ryan McLeod
Name:	Ryan McLeod
Title:	Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew P. Hider, Ryan McLeod and Stewart McCuaig, or any of them, his or her true and lawful attorneys-in-fact and agents, each of whom may act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments to this Registration Statement and registration statements filed pursuant to Rule 429 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents and in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents or any of them or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated.

NAME	POSITION	DATE
/s/ Andrew P. Hider Andrew P. Hider	Chief Executive Officer and Director (Principal Executive Officer)	June 30, 2023
/s/ Ryan McLeod Ryan McLeod	Chief Financial Officer (Principal Financial and Accounting Officer)	June 30, 2023
/s/ David L. McAusland David L. McAusland	Chairman of the Board of Directors	June 30, 2023
/s/ Dave W. Cummings Dave W. Cummings	Director	June 30, 2023
/s/ Joanne S. Ferstman Joanne S. Ferstman	Director	June 30, 2023
/s/ Kirsten Lange Kirsten Lange	Director	June 30, 2023
/s/ Michael E. Martino Michael E. Martino	Director	June 30, 2023
/s/ Philip B. Whitehead Philip B. Whitehead	Director	June 30, 2023

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of ATS Corporation in the United States, on the 30^th day of June, 2023.

AUTOMATION TOOLING SYSTEMS ENTERPRISES, INC.
By:	/s/ Stewart McCuaig
Name:	Stewart McCuaig
Title:	Secretary

EX-4.1

Exhibit 4.1

Ministry of Government and Consumer Services Ministère des Services gouvernementaux et des Services aux consommateurs Certificate of Amendment Certificat de modification Business Corporations Act Loi sur les sociétés par actions ATS CORPORATION Corporation Name / Dénomination sociale 1561410 Ontario Corporation Number / Numéro de société de l’Ontario This is to certify that these articles are effective on La présente vise à attester que ces statuts entreront en vigueur le November 21, 2022 / 21 novembre 2022 Director / Directeur Business Corporations Act / Loi sur les sociétés par actions The Certificate of Amendment is not complete without the Articles of Amendment Certified a true copy of the record of the Ministry of Government and Consumer Services. Director/Registrar Ce certificat de modification n’est pas complet s’il ne contient pas les statuts de modification Copie certifiée conforme du dossier du ministère des Services gouvernementaux et des Services aux consommateurs. Directeur ou registrateur

BCA—Articles of Amendment—ATS CORPORATION—OCN:1561410—November 21, 2022 Ministry of Government and Consumer Services Articles of Amendment Business Corporations Act Corporation Name (Date of Incorporation/Amalgamation) ATS AUTOMATION TOOLING SYSTEMS INC. (April 01, 2003) 1. The name of the corporation is changed to: ATS CORPORATION 2. The number of directors or the minimum/maximum number of directors are amended as follows: Not amended 3. The articles are amended as follows: A. Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. If none, enter “None”: Not amended B. The classes and any maximum number of shares that the corporation is authorized to issue: Not amended C. Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors’ authority with respect to any class of shares which may be issued in series. If there is only one class of shares, enter “Not Applicable”: Not amended The endorsed Articles of Amendment are not complete without the Certificate of Amendment. Certified a true copy of the record of the Ministry of Government and Consumer Services. Director/Registrar, Ministry of Government and Consumer Services Page 1 of 3

BCA—Articles of Amendment—ATS CORPORATION—OCN:1561410—November 21, 2022 D. The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows. If none, enter “None”: Not amended E. Other provisions: Not amended 4. The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of the Business Corporations Act. 5. The resolution authorizing the amendment was approved by the shareholders/directors (as applicable) of the corporation on: November 01, 2022 The articles have been properly executed by the required person(s). The endorsed Articles of Amendment are not complete without the Certificate of Amendment. Certified a true copy of the record of the Ministry of Government and Consumer Services. Director/Registrar, Ministry of Government and Consumer Services Page 2 of 3

BCA—Articles of Amendment—ATS CORPORATION—OCN:1561410—November 21, 2022 Supporting Information—Nuans Report Information Nuans Report Reference # 121691155 Nuans Report Date September 12, 2022 The endorsed Articles of Amendment are not complete without the Certificate of Amendment. Certified a true copy of the record of the Ministry of Government and Consumer Services. Director/Registrar, Ministry of Government and Consumer Services Page 3 of 3

For Ministry Use Only A l’usage exclusive du ministére Ontario Corporation Number Numéro de la société en Ontario 1561410 1. Ministry of Consumer an Ontario Business Services CERTIFICATE This is to certify that these articles are effective on Ministere des Services aux com et aux enterptices CERTIFICATE Cool APRIL 01 AVRIL 2003 Form 4 Business Corporations Act Formule numero 4 Loi sur les societies par actions Document prepared using Fast Company, by Do Process Software Ltd., Toronto, Ontario (416) 322-6111 Director/ Direct Business Corporation Act ARTICLES OF AMALGAMATION STATUTS DE FUSION 1. The name of the amalgamated corporation is: Dénomination sociale de la société issue de lä fusion: ATS AUTOMATION TOOLING SYSTEMS INC. 2. The address of the registered office is: Adresse du siège social: 250 Royal Oak Road, P.O. Box 32100, Preston Centre (-Street & Number or R.R. Number & if Multi-Office Building give Room No.) (Rue et numéro, ou numéro de la R.R. et, s’il s’agit d’un édifice à bureaux, numéro du bureau) CAMBRIDGE, Ontario (Name of Municipality or Post Office) (Nom de la municipalité ou du bureau de poste) N3H5M2 (Postal Code/Code postal) 3. Number (or minimum and maximum number) of directors is: Nombre (ou nombres minimal et maximal) d’administrateurs: MINIMUM - ONE (1) MAXIMUM- TEN (10) 4. The director(s) is/are: First name, initials and surname Prénom, initiales et nom de famille Administrateur(s): Address for service, giving Street & No. or R.R. No., Municipality and Postal Code Domicile elu, y compris la rue et le numero ou le numero de la R.R., le nom de la municipalite et le code postal Resident Canadian State Yes or No Resident Canadien Oui/Non KLAUS D. WOERNER 36 Kraft Drive, R.R. #1 WATERLOO, Ontario N2J 4G8 Yes RONALD J. JUTRAS 621 Sandringham Drive WATERLOO, Ontario N2K 3N9 Yes LAWRENCE G. TAPP 3513 Homewood Lane LONDON, Ontario N6P 1K3 Yes RICHARD H. CAMPBELL 5 Seawall’s Hill YORK VILLAGE, Maine, USA 03909-5103 No ROBERT FERCHAT 4089 Summit Court MISSISSAUGA, Ontario LSL 3C2 Yes

1A. 4. continued First name, initials and surname Prenom, initiales et nom de famille Address for service, giving Street & No. or R.R. No., Municipality and Postal Code Domicile elu, y compris la rue et le numero ou le numero de la R.R., le nom de la municipalite et le code postal Resident Canadian State Yes or No Resident Canadien Oui/Non ROBERT C. TIVY 10330 Quail Crown Drive NAPLES, Florida, USA 34119 No ROBERT W. LUBA 37 Sunny Dene Crescent TORONTO, Ontario M4N 3JS Yes Document prepared using Fast Company, by Do Process Software Ltd., Toronto, Ontario (416) 322-6111

2 5. A) The amalgamation agreement has been duly adopted by the shareholders of each of the amalgamating corporations as required by subsection 176 (4) of the Business Corporations Act on the date set out below. A) Les actionnaires de chaque societe qui fusionne ont dument adopte la convention de fusion conformement au paragraphe 176 (4) de la Loi sur les societes par actions a la date mentionnee ci-dessous. Check A or B Cocher A ou B B) The amalgamation has been approved by the directors of each amalgamating corporation by a resolution as required by section 177 of the Business Corporations Act on the date set out below. The articles of amalgamation in substance contain the provisions of the articles of incorporation of B) Les administrateurs de chaque societe qui fusionne ont approuve la fusion par voie de resolution conformement a I’article 177 de la Loi sur les societies par actions a la date mentionnee ci-dessous. Les statuts de fusion reprennent essentiellement les dispositions des statuts constitutes de ATS AUTOMATION TOOLING SYSTEMS INC. and are more particularly set out in these articles. et sont enonces textuellement aux presents statuts. Names of amalgamating corporations Denomination sociale des societas qui fusionnent Ontario Corporation Number Numero de Ia societe en Ontario Date of Adoption/Approval Date d’adoption ou d’approbation ATS AUTOMATION TOOLING SYSTEMS INC. 1465671 March 26, 2003 CANADIAN INDUCTION PROCESSING LTD. 1420973 March 26, 2003 ATS TEST SYSTEMS INC. 879497 March 26, 2003 ATS OMEX INC. 1471342 March 26, 2003 MICRO PRECISION PLASTICS LTD. 1081430 March 26, 2003 Document prepared using Fast Company, by Do Process Software Ltd., Toronto, Ontario (416) 322-6111

3. 6. Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. Limit, s’il y a lieu, imposees aux activites commerciates ou aux pouvoirs de Ia societe. None 7. The Classes and any maximum number of shares that the corporation is authorized to issue: Categories et nombre maximal, s’il y a lieu, d’actions que la societe est autorisee s emettre: The Corporation is authorized to issue an unlimited number of common shares. Document prepared using Fast Company, by Do Process Software Ltd., Toronto, Ontario (416) 322-6111

4. 8. Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors authority with respect to any class of shares which may be issued in series: · Droits, privileges, restrictions et conditions, s’il y a lieu, rattaches a chaque categorie d’actions et pouvoirs des administrateurs relatifs a chaque categorie d’actions qui peut etre emise en serie: 1. The rights, privileges, restrictions and conditions attaching to the common shares are as follows: (a) Payment of Dividends The holders of the common shares shall be entitled to receive dividends if, as and when declared by the board of directors of the Corporation out of the assets of the Corporation properly applicable to the payment of dividends in such amounts and payable in such manner as the board of directors may from time to time determine. Subject to the rights of the holders of any other class of shares of the Corporation entitled to receive dividends in priority to or rateably with the holders of the common shares, the board of directors may in their sole discretion declare dividends on the common shares to the exclusion of any other class of shares of the Corporation. (b) Participation upon Liquidation, Dissolution or Winding-Up In the event of the liquidation, dissolution or winding-up of the Corporation or other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, the holders of the common shares shall, subject to the rights of the holders of any other class of shares of the Corporation entitled to receive the assets of the Corporation upon such a distribution in priority to or rateably with the holders of the common shares, be entitled to participate rateably in any distribution of the assets of the Corporation. (c) Voting Rights The holders of the common shares shall be entitled to receive notice of and to attend all annual and special meetings of the shareholders of the Corporation and to one (1) vote in respect of each common share held at all such meetings. Document prepared using Fast Company, by Do Process Software Ltd., Toronto, Ontario (416) 322-6111

5. 9. The issue, transfer or ownership of shares is/ is not restricted and the restrictions (if any) are as follows: L’emission, le transfert ou la propriete d’actions est/ n’est pas resfreint Les restrictions, s’il y a lieu, sont les suivantes: Not Applicable, 10. Other provisions, (if any): Autres dispositions, s’il y a lieu: Without limiting in any manner the powers of the directors of the Corporation under the Business Corporations Act, as now enacted or hereafter amended, repealed and re-enacted or replaced, the directors of the Corporation may, without authorization of the shareholders, authorize the Corporation by authentic deed, for the purpose of securing any bonds, debentures or debenture stock which it is by law entitled to issue, to hypothecate, mortgage or pledge any property, movable or immovable, present or future, which it may own in Quebec. 11. The statements required by subsection 178(2) of the Business Corporations Act are attached as Schedule “A” Les declarations exigees aux termes du paragraphe 178(2) de Ia Loi sur les societes par actions constituent I’annexe “A”. 12. A copy of the amalgamation agreement or directors resolutions (as the case may be) is/are attached as Schedule “B” Une copie de Ia convention de fusion ou les resolutions des administrateurs (selon Je cas) constitue(nt) l’annexe “B” Document prepared using Fast Company, by Do Process Software Ltd., Toronto, Ontario (416) 322-6111

6. These articles are signed in duplicate. Les presents statuts sont signes en double exemplaire. Names of the amalgamating corporations and signatures and descriptions of office of their proper officers. Denomination sociale des societes qui fusionnent. signature et fonction de leurs dirigeants regulierement designes. · ATS AUTOMATION TOOLING SYSTEMS INC. Per: Ronald J. Jutras (Executive Vice President, Chief Financial Officer and Secretary) Per: Bruce Seeley (Vice-President) CANADIAN INDUCTION PROCESSING LTD. Per: Ronald J. Jutras (Secretary) Per: Bruce Seeley (Vice-President) ATS TEST SYSTEMS INC. Per: Klaus D. Woerner (Chairman of the Board and CEO) Per: Ronald J. Jutras (Secretary-Treasurer ATS OMEX INC. Per: Ronald J. Jutras (Secretary) Per: Bruce Seeley (Vice-President) MICRO PRECISION PLASTICS LTD. Per: Ronald J. Jutras (Secretary and Chief Financial Officer) Per: Bruce Seeley (Vice-President) Document prepared using Fast Company, by Do Process Software Ltd., Toronto, Ontario (416) 322-6111

SCHEDULE A I, RONALD J. JUTRAS, of the City of Waterloo, in the Regional Municipality of Waterloo, Ontario, hereby certify and state as follows: 1. This Statement is made pursuant to subsection 178(2) of the Business Corporations Act (the “Act”). 2. I am the Executive Vice President, Chief Financial Officer and Secretary and a director of ATS Automation Tooling Systems Inc. (“ATS”) and as such have knowledge of its affairs. 3. I am the Secretary and a director of Canadian Induction Processing Ltd., I am the Secretary-Treasurer and a director of ATS Test Systems Inc., I am the Secretary and a director of ATS OMEX Inc., and I am the Secretary and Chief Financial Officer and a director of Micro Precision Plastics Ltd., all of which are wholly-owned subsidiaries of ATS, (the “Subsidiaries”) and as such have knowledge of their affairs. 4. I have conducted such examinations of the books and records of ATS and the Subsidiaries (the “Amalgamating Corporations”) as are necessary to enable me to make the statements hereinafter set forth. 5. There are reasonable grounds for believing that, (i) each of the Amalgamating Corporations is and the corporation to be formed by their amalgamation will be able to pay its liabilities as they become due, and (ii) the realizable value of such amalgamated corporation’s assets will not be less than the aggregate of its liabilities and stated capital of all classes. 6. There are reasonable grounds for believing that no creditor of any of the Amalgamating Corporations will be prejudiced by the amalgamation. 7. Based on the statements made above neither of the Amalgamating Corporations is obligated to give notice to any creditor. This Statement is made this 26th day of March, 2003.
Ronald J. Jutras

SCHEDULE B ATS AUTOMATION TOOLING SYSTEMS INC. (the “Corporation”) DIRECTORS’ RESOLUTIONS 1. AMALGAMATIONS WHEREAS Canadian Induction Processing Ltd., ATS Test Systems Inc., ATS OMEX Inc. and Micro Precision Plastics Ltd. are wholly-owned subsidiaries (the “Subsidiaries”) of and have agreed to amalgamate with the Corporation pursuant to subsection 177(1) of the Ontario Business Corporations Act; RESOLVED THAT: (a) The amalgamation of this Corporation and the Subsidiaries under the Ontario Business Corporations Act, pursuant to subsection 177(1) thereof be and the same is hereby approved; (b) Subject to the endorsement of a Certificate of Amalgamation pursuant to subsection 178(4) of the Ontario Business Corporations Act, and without affecting the validity of the incorporation and existence of the Corporation under its articles of incorporation and of any act done thereunder, all shares of the capital of each of the Subsidiaries, including all shares which have been issued and are outstanding at the date hereof, shall be and the same are hereby cancelled without any repayment of capital in respect thereof; (c) The by-laws of the amalgamated corporation shall be the same as the by-laws of the Corporation; (d) Except as may be prescribed, the articles of amalgamation of the amalgamated corporation shall be the same as the articles of the Corporation; (e) No securities shall be issued and no assets shall be distributed by the amalgamated corporation in connection with the amalgamation; and (f) The proper officers of the Corporation be and they are hereby authorized to do all things and execute all instruments and documents necessary or desirable to carry out and give effect to the foregoing.

2. BANKING RESOLVED THAT: (a) Any two of (i) the President and Chief Executive Officer, (ii) the Executive Vice President, Chief Financial Officer and Secretary, or (iii) the Corporate Treasurer of the Corporation be and they are hereby authorized to establish bank accounts in the name and on behalf of the Corporation with any bank, either within or without Canada, as the said officers may deem necessary or advisable, and in connection therewith to execute said bank’s regular corporate resolution forms which are incorporated by reference in and made a part of this resolution, the execution of such forms by two of such officers to be conclusive evidence of the approval thereof by the Corporation’s board of directors, and the Executive Vice President, Chief Financial Officer and Secretary is directed to place a copy of each corporate resolution form so executed in the records of the Company immediately following this resolution; (b) Any two of (i) the President and Chief Executive Officer, (ii) the Executive Vice President, Chief Financial Officer and Secretary, or (iii) the Corporate Treasurer of the Corporation, acting together and by their joint signatures, shall be the authorized signatories on any such bank accounts established in the name and on behalf of the Corporation; (c) Any two of (i) the President and Chief Executive Officer, (ii) the Executive Vice President, Chief Financial Officer and Secretary, or (iii) the Corporate Treasurer of the Corporation, acting together, may designate any other officer or employee of the Corporation as an authorized signatory on any such bank accounts established in the name and on behalf of the Corporation if such officers deem such designation necessary or advisable, and in connection with such designation, may establish limitations on the authority of the designated signatory, including amounts or requirements for co-signers; (d) Any two of (i) the President and Chief Executive Officer, (ii) the Executive Vice President, Chief Financial Officer and Secretary, or (iii) the Corporate Treasurer of the Corporation, acting together and by their joint signatories, be and they are hereby authorized, from time to time, to borrow money in the name of the Corporation from such lenders as they deem necessary or appropriate and in the best interest of the Corporation, and upon such terms and conditions as they shall further deem necessary or appropriate for the operation of the Corporation’s business; - 2 -

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(e) The (i) Executive Vice President, Chief Financial Officer and Secretary or (ii) the Corporate Treasurer of the Corporation shall, when requested, certify the adoption of these resolutions to any bank in which an account is established together with a certificate of incumbency naming the persons-then holding the offices of the Corporation.

The resolutions herein may be executed in several counterparts, each of which counterpart shall be deemed to be an original and all of which, when taken together shall be deemed to constitute one and the same document; and
The resolutions herein may be executed by facsimile and the delivery by facsimile shall be deemed to be as effective as if executed and delivered in person.
I, Ronald J. Jutras, Executive Vice President, Chief Financial Officer and Secretary of the Corporation, hereby certify that the foregoing is a true copy of a resolution duly passed by the directors of the Corporation on March 26, 2003, and that such resolution remains in full force and effect unamended at the date hereof.
WITNESS my hand this 26th day of March, 2003
Ronald J. Jutras
Executive Vice President, Chief Financial Officer and Secretary
ATS Automation Tooling Systems Inc.

SCHEDULE B CANADIAN INDUCTION PROCESSING LTD. (the “Corporation”) DIRECTORS’ RESOLUTION WHEREAS the Corporation is a wholly-owned subsidiary of ATS Automation Tooling Systems Inc. (“ATS”) and has agreed to amalgamate with ATS and other wholly-owned subsidiaries of ATS, namely ATS Test Systems Inc., ATS OMEX Inc. and Micro Precision Plastics Ltd. (the “Other Subsidiaries) pursuant to subsection 177(1) of the Ontario Business Corporations Act; RESOLVED THAT: (a) The amalgamation of this Corporation, the Other Subsidiaries and ATS under the Ontario Business Corporations Act, pursuant to subsection 177(1) thereof be and the same is hereby approved; (b) Subject to the endorsement of a Certificate of Amalgamation pursuant to subsection 178(4) of the Ontario Business Corporations Act, and without affecting the validity of the incorporation and existence of the Corporation under its articles of incorporation and of any act done thereunder, all shares of the capital of this Corporation, including all shares which have been issued and are outstanding at the date hereof, shall be and the same are hereby cancelled without any repayment of capital in respect thereof; (c) The by-laws of the amalgamated corporation shall be the same as the by-laws of ATS; (d) Except as may be prescribed, the articles of amalgamation of the amalgamated corporation shall be the same as the articles of incorporation of ATS; (e) No securities shall be issued and no assets shall be distributed by the amalgamated corporation in connection with the amalgamation; and

(f) The proper officers of the Corporation be and they are hereby authorized to do all things and execute all instruments and documents necessary or desirable to carry out and give effect to the foregoing. I, Ronald J. Jutras, Secretary of the Corporation, hereby certify that the foregoing is a true copy of a resolution duly passed by the directors of the Corporation on March 26, 2003, and that such resolution remains in full force and effect unamended at the date hereof. WITNESS my hand this 26th day of March, 2003 Ronald J. Jutras, Secretary Canadian Induction Processing Ltd. - 2 -

EX-4.2

Exhibit 4.2

BY-LAW NO. 1

Business Corporations Act (Ontario)

A by-law relating generally to the regulation of the business and affairs of

ATS AUTOMATION TOOLING SYSTEMS INC.

(“Corporation”)

TABLE OF CONTENTS

Section I DEFINITIONS AND INTERPRETATION			1
	1.1	Definitions	1
	1.2	Certain Rules of Interpretation	1
Section II DIRECTORS			1
	2.1	Quorum	1
	2.2	Qualification	2
	2.3	Election and Term	2
	2.4	Removal of Directors	2
	2.5	Vacation of Office	2
	2.6	Vacancies	2
	2.7	Remuneration and Expenses	3
Section III MEETINGS OF DIRECTORS			3
	3.1	Meetings by Telephone, Electronic or Other Communication Facility	3
	3.2	Place of Meetings	3
	3.3	Calling of Meetings	3
	3.4	Notice of Meeting	3
	3.5	Waiver of Notice	4
	3.6	First Meeting of New Board	4
	3.7	Adjourned Meeting	4
	3.8	Regular Meetings	4
	3.9	Chairman of Meetings of the Board	4
	3.10	Votes to Govern	4
	3.11	One Director Meeting	4
	3.12	Resolution in Writing	4
Section IV COMMITTEES			5
	4.1	Committee of Directors	5
	4.2	Audit Committee	5
	4.3	Transaction of Business	5
	4.4	Procedure	5
Section V OFFICERS			5
	5.1	Appointment	5
	5.2	Chairman of the Board	6
	5.3	Managing Director	6
	5.4	President	6
	5.5	Vice-President	6
	5.6	Chief Financial Officer	6
	5.7	Secretary	7
	5.8	Treasurer	7
	5.9	Powers and Duties of Other Officers	7
	5.10	Variation of Powers and Duties	7
	5.11	Term of Office	7

	5.12	Agents and Attorneys	7
	5.13	Fidelity Bonds	8
Section VI PROTECTION OF DIRECTORS AND OFFICERS			8
	6.1	Limitation of Liability	8
	6.2	Indemnity	8
	6.3	Insurance	9
Section VII MEETINGS OF SHAREHOLDERS			9
	7.1	Annual Meetings	9
	7.2	Special Meetings	10
	7.3	Place of Meetings	10
	7.4	Meetings by Telephone, Electronic or Other Communication Facility	10
	7.5	Notice of Meetings	10
	7.6	List of Shareholders Entitled to Notice	10
	7.7	Record Date for Notice	11
	7.8	Meetings Without Notice	11
	7.9	Chairman, Secretary and Scrutineers	11
	7.10	Persons Entitled to be Present	11
	7.11	Quorum	11
	7.12	Entitlement to Vote	12
	7.13	Proxies	12
	7.14	Time for Deposit of Proxies	12
	7.15	Joint Shareholders	12
	7.16	Votes to Govern	12
	7.17	Show of Hands	13
	7.18	Ballots	13
	7.19	Voting while participating electronically	13
	7.20	Resolution in Writing	13
Section VIII SECURITIES			14
	8.1	Registration of Transfer	14
	8.2	Transfer Agents and Registrars	14
	8.3	Lien on Shares	14
	8.4	Enforcement of Lien	14
	8.5	Security Certificates	15
	8.6	Replacement of Security Certificates	15
	8.7	Joint Shareholders	15
	8.8	Representatives of Security Holders	15
Section IX DIVIDENDS AND RIGHTS			16
	9.1	Dividends	16
	9.2	Dividend Cheques	16
	9.3	Non-receipt of Cheques	16
	9.4	Record Date for Dividends and Rights	16
	9.5	Unclaimed Dividends	17
Section X GENERAL			17
	10.1	Execution of Instruments	17

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	10.2	Electronic Signatures	17
	10.3	Voting Rights in other Corporations	17
Section XI NOTICES			18
	11.1	Method of Sending Notice	18
	11.2	Notice by Electronic Communications	18
	11.3	Notice to Joint Shareholders	18
	11.4	Computation of Time	19
	11.5	Undelivered Notices	19
	11.6	Omissions and Errors	19
	11.7	Persons Entitled by Operation of Law	19
	11.8	Waiver of Notice	19
	11.9	Execution of Notices	19
	11.10	Proof of Service	20

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SECTION I

DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this by-law and in all other by-laws of the Corporation, unless the context otherwise requires:

“Act” means the Business Corporations Act (Ontario) as amended or re-enacted from time to time and includes the regulations made pursuant thereto.

“board” means the board of directors of the Corporation.

“by-laws” means all by-laws of the Corporation.

“director” means a director of the Corporation.

“non-business day” means Saturday, Sunday and any other day that is a holiday as defined in the Legislation Act (Ontario).

“number of directors” means the number of directors provided for in the articles or, where a minimum and maximum number of directors is provided for in the articles, the number of directors determined by a special resolution or resolution of the board where it is empowered by special resolution to determine the number of directors.

1.2 Certain Rules of Interpretation

(a) All terms used in the by-laws which are defined in the Act shall have the meanings given to such terms under the Act.

(b) In all by-laws, the singular shall include the plural and the plural the singular words and words in one gender include all genders.

(c) Headings used in the by-laws are for convenience of reference only and shall not affect the construction or interpretation of this by-law.

(d) If any of the provisions contained in this by-law are inconsistent with those contained in the articles or a unanimous shareholder agreement, the provisions contained in the articles or unanimous shareholder agreement, as the case may be, shall prevail.

SECTION II

DIRECTORS

2.1 Quorum

The quorum for the transaction of business at any meeting of the board shall consist of a majority of the directors or such greater number of directors as the board may from time to time determined. If, however, the Corporation has fewer than three directors, all directors must be present at any meeting of the board to constitute a quorum.

2.2 Qualification

No person shall be qualified for election as a director if that person: (a) is less than 18 years of age; (b) has been found under the Substitute Decisions Act, 1992 (Ontario) or under the Mental Health Act (Ontario) to be incapable of managing property or who has been found to be incapable by a court in Canada or elsewhere; (c) is not an individual; or (d) has the status of a bankrupt. A director need not be a shareholder. At least 25% of the directors shall be resident Canadians. However, if the Corporation has fewer than four directors, at least one director shall be a resident Canadian.

2.3 Election and Term

The election of directors shall take place at the first meeting of shareholders and at each annual meeting of shareholders. A director not elected for an expressly stated term shall cease to hold office at the close of the first annual meeting following election or appointment. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

2.4 Removal of Directors

Subject to the provisions of the Act, the shareholders may by ordinary resolution passed at an annual or special meeting remove any director from office and the vacancy created by such removal may be filled at the same meeting failing which it may be filled by the directors.

2.5 Vacation of Office

A director ceases to hold office when that director: (a) dies; (b) is removed from office by the shareholders; (c) ceases to be qualified for election as a director. A director who resigns ceases to hold office when that director’s written resignation is received by the Corporation, or if a time is specified in such resignation, at the time so specified, whichever is later. Until the first meeting of shareholders, the resignation of a director named in the articles shall not be effective unless at the time the resignation is to become effective a successor has been elected or appointed.

2.6 Vacancies

(a) Subject to the provisions of the Act, if a quorum of the board remains in office, the board may fill a vacancy in the board, except a vacancy resulting from:

(i) an increase in the number of directors otherwise than in accordance with section 2.6(b), or in the maximum number of directors; or

(ii) a failure to elect the number of directors required to be elected at any meeting of the shareholders.

(b) Appointment of Directors to Annual Meeting. Where the directors are empowered to determine the number of directors the directors may not, between meetings of shareholders, appoint an additional director if, after such appointment, the total number of directors would be greater than one and one-third times the number of directors required to have been elected at the last annual meeting of shareholders.

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(c) Election of Directors to Make Quorum. In the absence of a quorum of the board, or if the board is not permitted to fill such vacancy, the board shall forthwith call a special meeting of shareholders to fill the vacancy. If the board fails to call such meeting or if there are no directors then in office, any shareholder may call the meeting.

2.7 Remuneration and Expenses

The directors shall be paid such remuneration for their services as the board may from time to time determine and shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing in this by-law shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.

SECTION III

MEETINGS OF DIRECTORS

3.1 Meetings by Telephone, Electronic or Other Communication Facility

If all the directors present at or participating in the meeting consent, any or all of the directors may participate in a meeting of the board or of a committee of the board by means of such telephone, electronic or other communications facilities as to permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and any director participating in such a meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of the board held while a director holds office.

3.2 Place of Meetings

Meetings of the board may be held at any place within or outside Ontario. In any financial year of the Corporation, a majority of the meetings of the board need not be held within Canada.

3.3 Calling of Meetings

Meetings of the board may be convened at any time by the president or any director upon notice given to all directors in accordance with section 3.4.

3.4 Notice of Meeting

Notice of the time and place of each meeting of the board shall be given in the manner provided in section 11.1 to each director: (a) not less than 48 hours before the time when the meeting is to be held if the notice is mailed; or (b) not less than 24 hours before the time the meeting is to be held if the notice is given personally or is delivered or is sent by any means of transmitted or recorded communication or as an electronic document. A notice of a meeting of directors need not specify the purpose of the business to be transacted at the meeting except where the Act requires such purpose or business or the general nature thereof to be specified.

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3.5 Waiver of Notice

A director may in any manner and at any time waive notice of otherwise consent to a meeting of the board, including by sending an electronic document to that effect. Attendance of a director at a meeting of the board shall constitute a waiver of notice of that meeting, except where a director attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting has not been properly called.

3.6 First Meeting of New Board

Provided a quorum of directors is present, each newly elected board may without notice hold its first meeting immediately following the meeting of shareholders at which such board is elected.

3.7 Adjourned Meeting

Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.

3.8 Regular Meetings

The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the nature of the business to be transacted to be specified.

3.9 Chairman of Meetings of the Board

The chairman of any meeting of the board shall be a director and the Chairman of the Board, and if no such officer has been appointed the chairman shall be the Managing Director, and if neither of such offices have been appointed shall be the president or a vice-president or the secretary (in that order of seniority). If no such officers are present and willing to serve, the directors present shall choose one of their own to be chairman of such meeting of the board.

3.10 Votes to Govern

At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chairman of the meeting shall not be entitled to a second or casting vote.

3.11 One Director Meeting

Where the board consist of only one director, that director may constitute a meeting.

3.12 Resolution in Writing

A resolution in writing signed by all of the directors is as valid as if it had been passed at a meeting of the directors.

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SECTION IV

COMMITTEES

4.1 Committee of Directors

The board may appoint from their number one or more committees of the board, however designated, and delegate to such committee any of the powers of the board except those which, under the Act, a committee of the board has no authority to exercise.

4.2 Audit Committee

If the Corporation is an offering corporation the board shall, and otherwise the board may, constitute an audit committee composed of not fewer than three directors, a majority of whom are not officers or employees of the Corporation or any of its affiliates, and who shall hold office until the next annual meeting of shareholders. The audit committee shall have the powers and duties provided in the Act. The Corporation may apply to dispense with an audit committee and the Ontario Securities Commission may, if satisfied that the shareholders will not be prejudiced, permit the corporation to dispense with the audit committee on any reasonable conditions that the Ontario Securities Commission thinks fit.

4.3 Transaction of Business

The powers of a committee of the board may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all the members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place within or outside Ontario.

4.4 Procedure

Unless otherwise determined by the board, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chairman and to regulate its procedure. To the extent that the board or the committee does not establish rules to regulate the procedure of the committee, the provisions of this by-law applicable to meetings of the board shall apply mutatis mutandis.

SECTION V

OFFICERS

5.1 Appointment

The board may designate the offices of the Corporation and from time to time appoint a chairman of the board, managing director, president, one or more vice-presidents (to which title may be added words indicating seniority or function), a chief financial officer, a secretary, a treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. The board may specify the duties of and, in accordance with this by-law and subject to the provisions of the Act, delegate to such officers powers to manage the business and affairs of the Corporation. One person may hold more than one office and, except for the chairman of the board and the managing director, an officer need not be a director.

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5.2 Chairman of the Board

If appointed, the chairman of the board may be assigned by the board any of the powers and duties that are by any provisions of this by-law assigned to the managing director or to the president and, subject to the provisions of the Act, such other powers and duties as the board may specify. The chairman of the board shall, when present, preside at all meetings of the board and shareholders. Subject to section 3.9 and section 7.9, during the absence or disability of the chairman of the board, the duties of the chairman of the board shall be performed, and the powers exercised, by the first mentioned of the following officers then in office: the managing director, the president or a vice-president (in order of seniority).

5.3 Managing Director

If appointed, the managing director shall be the chief executive officer and, subject to the authority of the board, shall have general supervision of the business and affairs of the Corporation. The managing director shall, subject to the provisions of the Act, have such other powers and duties as the board may specify. During the absence or disability of the president, or if no president has been appointed, the managing director shall also have the powers and duties of that office.

5.4 President

If appointed, the president shall have general supervision of the business and affairs of the Corporation, subject to the direction and authority of the board, the chairman of the board and the managing director, and shall have such other powers and duties as the board may specify. During the absence or disability of the managing director, or if no managing director has been appointed, the president shall also have the powers and duties of that office. In the absence of the appointment of a managing director or the designation of the chairman of the board as such, the president shall be the chief executive officer of the Corporation. Otherwise, the president shall be the chief operating officer of the Corporation.

5.5 Vice-President

If appointed, the vice-president, or if more than one, the vice-presidents, in order of seniority as designated by the board, shall be vested with all the powers and perform all the duties of the president in the president’s absence, inability or refusal to act, except that a vice-president shall not preside at any meeting of the directors unless appointed to do so by the board. A vice-president shall have such powers and duties as the board or the chief executive officer may specify.

5.6 Chief Financial Officer

The board may designate one of the officers of the Corporation as chief financial officer of the Corporation and may from time to time revoke any such designation and designate another officer of the Corporation as chief financial officer of the Corporation. If appointed, the chief financial officer may be assigned by the board or the chief executive officer any of the powers and duties that are by any provisions of this by-law assigned to the treasurer, and such other powers and duties as the board or the chief executive officer may specify.

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5.7 Secretary

If appointed, the secretary shall attend and be the secretary of all meetings of the board, shareholders and committees of the board and shall enter or cause to be entered in records kept for that purpose minutes of all such proceedings. The secretary shall give or cause to be given, as and when instructed, all notices to shareholders, directors, officers and auditors. The secretary shall be the custodian of all books and records of the Corporation, except when some other officer or agent has been appointed for that purpose. The secretary shall have such other powers and duties as the board or the chief executive officer may specify.

5.8 Treasurer

If appointed, the treasurer shall keep or cause to be kept proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of funds of the Corporation. The treasurer shall render to the board whenever required an account of all transactions undertaken as treasurer and of the financial position of the Corporation and shall have such other powers and duties as the board or the chief executive officer may specify.

5.9 Powers and Duties of Other Officers

The powers and duties of all other officers shall be such as the terms of their engagement call for or as the board or the chief executive officer may specify. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board or the chief executive officer otherwise directs.

5.10 Variation of Powers and Duties

Subject to the provisions of the Act, the board or (except for those officers whose powers and duties are to be specified only by the board) the chief executive officer may from time to time vary, add to or limit the powers and duties of any officer.

5.11 Term of Office

The board, in its discretion may remove any officer of the Corporation without prejudice to such officer’s rights under any employment contract. Otherwise, each officer appointed by the board shall hold office until a successor is appointed, except that the term of office of the chairman of the board or managing director shall expire when the holder thereof ceases to be a director.

5.12 Agents and Attorneys

The board shall have the power from time to time to appoint agents or attorneys for the Corporation in or out of Ontario with such powers of management or otherwise (including the power to sub-delegate) as the board may determine.

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5.13 Fidelity Bonds

The board may require such officers, employees and agents of the Corporation as the board deems advisable to furnish bonds for the faithful discharge of their duties in such form and with such surety as the board may from time to time prescribe.

SECTION VI

PROTECTION OF DIRECTORS AND OFFICERS

6.1 Limitation of Liability

No director or officer of the Corporation shall be liable for the acts or omissions of any other director, officer, employee or agent of the Corporation, or for any costs, charges or expenses of the Corporation resulting from any deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from bankruptcy or insolvency, or in respect of any tortious acts of or relating to the Corporation or any other director, officer, employee or agent of the Corporation, or for any loss occasioned by an error of judgment or oversight on the part of any other director, officer, employee or agent of the Corporation, or for any other costs, charges or expenses of the Corporation occurring in connection with the execution of the duties of the director or officer, unless such costs, charges or expenses are incurred as a result of such person’s own wilful neglect, default or negligence. Nothing in this by-law, however, shall relieve any director or officer from the duty to act in accordance with the Act or from liability for any breach of the Act.

6.2 Indemnity

(a) Indemnification. The Corporation may indemnify and save harmless every director or officer, every former director or officer, and every individual who acts or acted at the Corporation’s request as a director or officer or an individual in a similar capacity of another entity, from and against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by that individual in respect of any civil, criminal, administrative, investigative or other proceeding to which that individual is involved because of their association with the Corporation or other entity.

(b) Advance of Costs. The Corporation may advance money to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in section 6.2(a), but such individual shall be required to repay the money if the individual does not fulfil the conditions set out in section 6.2(c).

(c) Limitation. The Corporation shall not indemnify an individual under section 6.2(a) unless that individual acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or as an individual in a similar capacity at the Corporation’s request.

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(d) Further Limitation. In addition to the conditions set out in section 6.2(c), if the matter is a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Corporation shall not indemnify the individual under section 6.2(a) unless that individual had reasonable grounds for believing that the conduct was lawful.

(e) Derivative Action. The Corporation may, with the approval of a court, indemnify and save harmless any individual referred to in section 6.2(a), or advance moneys under section 6.2(b) in respect of any action by or on behalf of the Corporation or other entity to obtain a judgment in its favour, to which the individual is made a party because of the individual’s association with the Corporation or other entity against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if that individual acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Corporation’s request.

(f) Right to Indemnity. Despite section 6.2(a), an individual referred to in that section is entitled to indemnity from the Corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the Corporation or other entity as described in section 6.2(a) if the individual seeking an indemnity,

(i) was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and

(ii) fulfils the condition set out in section 6.2(c) and section 6.2(d).

6.3 Insurance

The Corporation may purchase and maintain such insurance for the benefit of an individual referred to in section 6.2(a) against any liability incurred by the individual in his or her capacity as a director or officer of the Corporation, or in his or her capacity as a director or officer, or a similar capacity of another entity, if the individual acts or acted in that capacity at the Corporation’s request.

SECTION VII

MEETINGS OF SHAREHOLDERS

7.1 Annual Meetings

The annual meeting of shareholders shall be held at such time in each year and, subject to section 7.3, at such place as the board, may from time to time determine for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors and fixing or authorizing the board to fix their remuneration, and for the transaction of such other business as may properly be brought before the meeting.

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7.2 Special Meetings

The board, the chairman of the board, the managing director, the president or the holders of not less than five percent (5%) of the issued shares of the Corporation that carry the right to vote at a meeting sought, shall have power to call a special meeting of shareholders at any time.

7.3 Place of Meetings

Meetings of shareholders shall be held at the place where the registered office of the Corporation is situate or, if the board shall so determine, at some other place within or outside of Ontario.

7.4 Meetings by Telephone, Electronic or Other Communication Facility

Any person entitled to attend a meeting of shareholders may participate in the meeting, to the extent and in the manner permitted by law, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility. A person participating in a meeting by such means is deemed for the purposes of the Act to be present at the meeting. The directors or the shareholders of the Corporation who call a meeting of shareholders pursuant to the Act may determine that the meeting shall be held, to the extent and in the manner permitted by law, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

7.5 Notice of Meetings

Notice of the time and place of each meeting of shareholders (and of each meeting of shareholders adjourned for an aggregate of 30 days or more) shall be given in the manner provided in section 11.1 not less than 10 days (or such lesser number of days then required under the Act or any other applicable legislation, regulation or administrative policy), unless the Corporation is an offering corporation in which case not less than 21 days, or, in either case, not more than 50 days before the date of the meeting, to each director, to the auditor of the Corporation and to each shareholder entitled to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the financial statements and auditor’s report, election of directors and re-appointment of the incumbent auditor shall state the nature of such business in sufficient detail to permit a shareholder to form a reasoned judgment thereon and shall state the text of any special resolution or by-law to be submitted to the meeting.

7.6 List of Shareholders Entitled to Notice

For every meeting of shareholders, the Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares entitled to vote at the meeting held by each shareholder. If a record date for the meeting is fixed pursuant to section 7.7, the shareholders listed shall be those registered at the close of business on the record date and such list shall be prepared not later than 10 days after such record date. If no record date is fixed, the list shall be prepared at the close of business on the day immediately

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preceding the day on which notice of the meeting is given, or where no such notice is given, the day on which the meeting is held and shall list all shareholders registered at such time. The list shall be available for examination by any shareholder during usual business hours at the registered office of the Corporation or at the place where the securities register is kept and at the place where the meeting is held.

7.7 Record Date for Notice

The board may fix in advance a record date, preceding the date of any meeting of shareholders by not more than 60 days and not less than 30 days, for the determination of the shareholders entitled to notice of the meeting, and notice of any such record date shall be given not less than seven days before such record date in the manner provided in the Act. If no record date is so fixed, the record date for the determination of the shareholders entitled to notice of the meeting shall be the close of business on the day immediately preceding the day on which the notice is given.

7.8 Meetings Without Notice

A shareholder and any other person entitled to attend a meeting of shareholders may in any manner and at any time waive notice of or otherwise consent to a meeting of shareholders. Attendance of any such person at a meeting of shareholders shall constitute a waiver of notice of the meeting except where that person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not properly called.

7.9 Chairman, Secretary and Scrutineers

The chairman of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting and willing to serve: chairman of the board, managing director, president or a vice-president who is a shareholder. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chairman. If the secretary of the Corporation is absent, the chairman shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chairman with the consent of the meeting.

7.10 Persons Entitled to be Present

The only persons entitled to be present at a meeting of the shareholders shall be those entitled to vote thereat, the directors and auditor of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act, the articles or the by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.

7.11 Quorum

A quorum for the transaction of business at any meeting of shareholders shall be two persons, each being a shareholder entitled to vote thereat or a duly appointed proxyholder for a person so entitled, together holding or representing by proxy not less than 25% of the outstanding shares of

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the Corporation entitled to vote at the meeting. Notwithstanding the foregoing, if the Corporation has only one shareholder, or only one shareholder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting and a quorum for such meeting. If a quorum is present at the opening of any meeting of shareholders, the shareholders present or represented by proxy may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the time appointed for the meeting or within a reasonable time thereafter as the shareholders may determine, the shareholders present or represented by proxy may adjourn the meeting to a fixed time and place but may not transact any other business.

7.12 Entitlement to Vote

Subject to the provisions of the Act as to authorized representatives of any other body corporate, at any meeting of shareholders every person who is named in the shareholders list prepared pursuant to section 7.6 shall be entitled to vote the shares shown thereon opposite the name of that person at the meeting to which the shareholder list relates.

7.13 Proxies

Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, who need not be shareholders, to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy must be signed in writing or by electronic signature by the shareholder or an attorney who is authorized by a document that is signed in writing or by electronic signature or, if the shareholder is a body corporate, by an officer or attorney of the body corporate duly authorized, and shall otherwise conform with the requirements of the Act.

7.14 Time for Deposit of Proxies

The board may by resolution and specified in a notice calling a meeting of shareholders fix a time, preceding the time of such meeting by not more than 48 hours exclusive of non-business days, before which time proxies to be used at such meeting must be deposited. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or, if no such time is specified in such notice, unless it has been received by the secretary of the Corporation or by the chairman of the meeting or any adjournment thereof prior to the time of voting.

7.15 Joint Shareholders

If two or more persons hold shares jointly, any one of them present in person or represented by proxy at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented by proxy and vote, they shall vote as one the shares jointly held by them.

7.16 Votes to Govern

At any meeting of shareholders every question shall, unless otherwise required by law, be determined by the majority of the votes cast on the question. In the case of an equality of votes either upon a show of hands or upon a ballot, the chairman of the meeting shall not be entitled to a second or casting vote.

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7.17 Show of Hands

Subject to the provisions of the Act, any question at a meeting of shareholders shall be decided by a show of hands unless a ballot thereon is required or demanded by electronic means or otherwise. Upon a show of hands, every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded by electronic means or otherwise, a declaration by the chairman of the meeting as to the result of the vote upon the question and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of such question, and the result of the vote so taken shall be the decision of the shareholders upon such question.

7.18 Ballots

On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, the chairman of the meeting or any shareholder or proxyholder entitled to vote at the meeting may demand a ballot. A ballot so demanded shall be taken in such manner as the chairman shall direct, which manner shall permit a shareholder or proxyholder participating in the meeting electronically to cast a ballot. A demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken each person present shall be entitled, in respect of the shares which such person is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the question.

7.19 Adjournment

The chairman of the meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place. If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. Subject to the Act, if a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting.

7.20 Voting while Participating Electronically

Any person participating in a meeting of shareholders by electronic means as provided in section 7.4 and entitled to vote at that meeting may vote, to the extent and in the manner permitted by law, partly or entirely by means of the telephonic, electronic or other communication facility that the Corporation has made available for that purpose.

7.21 Resolution in Writing

A resolution in writing signed by all of the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders unless a written statement with respect to the subject matter of the resolution is submitted by a director or the auditor in accordance with the Act.

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SECTION VIII

SECURITIES

8.1 Registration of Transfer

Subject to the provisions of the Act, no transfer of shares shall be registered in a securities register except upon presentation of the certificate representing such shares with a transfer endorsed thereon or delivered therewith duly executed by the registered holder or by that holder’s attorney or successor duly appointed, together with such reasonable assurance or evidence of signature, identification and authority to transfer as the board may from time to time prescribe, upon payment of all applicable taxes and any fees prescribed by the board, upon compliance with such restrictions on transfer as are authorized by the articles and upon satisfaction of any lien referred to in section 8.3.

8.2 Transfer Agents and Registrars

The board may from time to time appoint a registrar to maintain the securities register and a transfer agent to maintain the register of transfers and may also appoint one or more branch registrars to maintain branch securities registers and one or more branch transfer agents to maintain branch registers of transfers, but one person may be appointed both registrar and transfer agent. The board may at any time terminate any such appointment.

8.3 Lien on Shares

The Corporation has a lien on any share or shares registered in the name of a shareholder or the legal representative of that shareholder for any debt of that shareholder to the Corporation.

8.4 Enforcement of Lien

The lien referred to in section 8.3 may be enforced by any means permitted by law and:

(a) where the share or shares are redeemable pursuant to the articles of the Corporation, by redeeming such share or shares and applying the redemption price to the debt;

(b) subject to the Act, by purchasing the share or shares for cancellation for a price equal to the book value of such share or shares and applying the proceeds to the debt;

(c) by selling the share or shares to any third party whether or not such party is at arm’s length to the Corporation, and including, without limitation, any officer or director of the Corporation, for the best price which the directors consider to be obtainable for such share or shares; or

(d) by refusing to register a transfer of such share or shares until the debt is paid.

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8.5 Security Certificates

Every holder of securities of the Corporation shall be entitled, at that holder’s option, to a security certificate, or to a non-transferable written acknowledgement of the right to obtain a security certificate, stating the number and designation, class or series of securities held by that holder as shown on the securities register. Security certificates and acknowledgements of a security holder’s right to a security certificate, respectively, shall be in such form as the board shall from time to time approve. Any security certificate shall be signed in accordance with section 10.1 and need not be under the corporate seal. A security certificate shall be signed manually by at least one director or officer of the Corporation or by or on behalf of the transfer agent and/or registrar. Any additional signatures required may be printed or otherwise mechanically reproduced. A security certificate executed as aforesaid shall be valid notwithstanding that one of the directors or officers whose facsimile signature appears thereon no longer holds office at the date of issue of the certificate.

8.6 Replacement of Security Certificates

The board, any officer or any agent designated by the board has the discretion to direct the issue of a new security certificate in lieu of and upon cancellation of a security certificate that has been mutilated. In the case of a security certificate claimed to have been lost, destroyed or wrongfully taken, the board, any officer or any agent designated by the board shall issue a substitute security certificate if so requested before the Corporation has notice that the security has been acquired by a bona fide purchaser. The issuance of the substitute security certificate shall be on such reasonable terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board or the officer or the agent designated by the board responsible for such issuance may from time to time prescribe, whether generally or in any particular case.

8.7 Joint Shareholders

(a) If two or more persons are registered as joint holders of any security, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such security.

(b) Where a share is registered in the name of two or more persons as joint holders with rights of survivorship, upon satisfactory proof of the death of one joint holder and without the requirement of letters probate or letters of administration, the Corporation shall treat the surviving joint holder(s) as the sole owner(s) of the share effective as of the date of death of such joint holder and the Corporation shall make the appropriate entry in the securities register to reflect such ownership.

8.8 Representatives of Security Holders

Subject to section 8.7(b), the Corporation may treat a person referred to in (a), (b) or (c) below as a registered security holder entitled to exercise all of the rights of the security holder that the person represents, if that person furnishes evidence as required under the Act to the Corporation that the person is:

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(a) the executor, administrator, estate trustee, heir or legal representative of the heirs, of the estate of a deceased security holder;

(b) a guardian, attorney under a continuing power of attorney with authority, guardian of property, committee, trustee, curator or tutor representing a registered security holder who is a minor, a person who is incapable of managing his or her property or a missing person; or

(c) a liquidator of, or trustee in bankruptcy for, a registered security holder.

SECTION IX

DIVIDENDS AND RIGHTS

9.1 Dividends

Subject to the provisions of the Act, the board may from time to time by resolution declare, and the Corporation may pay, dividends to the shareholders according to their respective rights and interests in the Corporation.

Dividends may be paid in money or property, subject to the restrictions on the declaration and payment thereof under the Act, or by issuing fully paid shares of the Corporation or options or rights to acquire fully paid shares of the Corporation.

9.2 Dividend Cheques

A dividend payable in cash shall be paid by cheque drawn on the Corporation’s bankers, or one of them, to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at the recorded address of that holder, unless such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

9.3 Non-receipt of Cheques

In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case.

9.4 Record Date for Dividends and Rights

The board may fix in advance a date as a record date for the determination of the persons entitled to receive payment of dividends and to subscribe for securities of the Corporation, provided that

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such record date shall not precede by more than 50 days the particular action to be taken. Notice of any such record date shall be given not less than seven days before such record date in the manner provided in the Act, unless notice of the record date is waived by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day the directors fix the record date. If the shares of the Corporation are listed for trading on one or more stock exchanges in Canada, notice of such record date shall also be sent to such stock exchanges. Where no record date is fixed in advance as aforesaid, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.

9.5 Unclaimed Dividends

Any dividend unclaimed after a period of six years from the date on which it has been declared to be payable shall be forfeited and shall revert to the Corporation.

SECTION X

GENERAL

10.1 Execution of Instruments

Contracts, documents and other instruments in writing may be signed on behalf of the Corporation by such person or persons as the board may from time to time by resolution designate. In the absence of an express designation as to the persons authorized to sign either contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing, any one of the directors or officers of the Corporation may sign contracts, documents or instruments in writing on behalf of the Corporation. The corporate seal, if any, of the Corporation may be affixed to any contract, document or instrument in writing requiring the corporate seal of the Corporation by any person authorized to sign the same on behalf of the Corporation.

The phrase “contracts, documents and other instruments in writing” as used in this provision shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of securities, all paper writings, all cheques, drafts or orders for the payment of money and all notes, acceptances and bills of exchange.

10.2 Electronic Signatures

Any requirement under the Act or this by-law for a signature, or for a document to be executed, is satisfied by a signature or execution in electronic form if such is permitted by law and all requirements prescribed by law are met.

10.3 Voting Rights in other Corporations

All securities carrying voting rights of any other corporation held from time to time by the Corporation may be voted at any and all meetings of shareholders, bond holders, debenture holders or holders of other securities (as the case may be) of such other corporation and in such

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manner as the board may from time to time determine. Any person or persons authorized to sign on behalf of the Corporation may also from time to time execute and deliver for and on behalf of the Corporation proxies and/or arrange for the issuance of voting certificates and/or other evidence of the right to vote in such names as they may determine.

SECTION XI

NOTICES

11.1 Method of Sending Notice

Any notice (which term includes any communication or document) to be sent pursuant to the Act, the articles, the by-laws or otherwise to a shareholder, director, officer or to the auditor shall be sufficiently sent if: (a) delivered personally to the person to whom it is to be sent; (b) delivered to the recorded address of that person or, if mailed to that person, delivered to the recorded address by prepaid mail; (c) sent to that person at the recorded address by any means of prepaid transmitted or recorded communication; or (d) provided as an electronic document to that person’s information system. A notice so delivered shall be deemed to have been sent when it is delivered personally or to the recorded address. A notice so mailed shall be deemed to have been sent when deposited in a post office or public letter box and shall be deemed to have been received on the fifth day after so depositing. A notice so sent by any means of transmitted or recorded communication or provided as an electronic document shall be deemed to have been sent when dispatched by the Corporation if it uses its own facilities or information system and otherwise when delivered to the appropriate communication company or agency or its representative for dispatch. Notices sent by any means of transmitted or recorded communication or provided as an electronic document shall be deemed to have been received on the business day on which such notices were sent, or on the next business day following if sent on a day other than a business day. The secretary may change or cause to be changed the recorded address, including any address to which electronic communications of any kind may be sent, of any shareholder, director, officer or auditor in accordance with any information believed by the secretary to be reliable. The recorded address of a director shall be the latest address as shown in the records of the Corporation or in the most recent notice filed under the Corporations Information Act (Ontario), whichever is the more current.

11.2 Notice by Electronic Communications

A notice or document required or permitted by the Act, the articles, the by-laws or otherwise may be s t by electronic means in accordance with the Electronic Commerce Act, 2000 (Ontario).

11.3 Notice to Joint Shareholders

If two or more persons are registered as joint holders of any share, any notice may be addressed to all of such joint holders, but notice sent to one of such persons shall be sufficient notice to all of them.

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11.4 Computation of Time

In computing the date when notice must be sent under any provision requiring a specified number of days notice of any meeting or other event, the date of sending the notice shall be included and the date of the meeting or other event shall be excluded, even if the reference is to “at least” or “not less than” a number of days.

11.5 Undelivered Notices

If any notice sent to a shareholder pursuant to section 11.1 is returned on three consecutive occasions because the shareholder cannot be found, the Corporation shall not be required to give any further notices to such shareholder until the shareholder informs the Corporation in writing of a new address.

11.6 Omissions and Errors

The accidental omission to send any notice to any shareholder, director, officer or to the auditor, or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

11.7 Persons Entitled by Operation of Law

Every person who, by operation of law, transfer or by any other means whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which shall have been duly sent to the shareholder from whom that person derives title to such share prior to the name and address of that person being entered on the securities register (whether such notice was given before or after the happening of the event upon which that person became so entitled) Prior to the name and address of any such person being entered on the securities register, such person shall furnish to the Corporation the proof of authority or evidence of entitlement prescribed by the Act.

11.8 Waiver of Notice

Any shareholder (or a duly appointed proxyholder), director, officer or auditor may at any time waive any notice, or waive or abridge the time for any notice, required to be given to that person under any provisions of the Act, the regulations thereunder, the articles, the by-laws or otherwise and such waiver or abridgement, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing or by electronic means in accordance with the Electronic Commerce Act, 2000 (Ontario), except a waiver of notice of a meeting of shareholders or of the board, which may be given in any manner.

11.9 Execution of Notices

The signature of any director or officer of the Corporation to any notice may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

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11.10 Proof of Service

A certificate of any director or officer of the Corporation in office at the time of making of the certificate or of an agent of the Corporation as to facts in relation to the sending of any notice to any shareholder, director, officer or auditor or publication of any notice shall be conclusive evidence thereof and shall be binding on every shareholder, director, officer or auditor of the Corporation, as the case may be.

DATED the 5^th day of August, 2008.

Per:	“Stewart McCuaig”
	Name: Stewart McCuaig
	Title: V.P., General Counsel and
	Corporate Secretary

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By-law No. 2 Relating to the Advance Nominations of Directors of the Corporation

Section 1.1 Introduction.

The purpose of this by-law of ATS Automation Tooling Systems Inc. (the “Corporation”) is to provide shareholders, directors and management of the Corporation with guidance on the nomination of directors. This by-law is the framework by which the Corporation seeks to fix a deadline by which shareholders of the Corporation must submit director nominations to the Corporation prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Corporation for the notice to be in proper written form.

It is the belief of the Corporation and the Board (as defined herein) that this by-law is in the best interests of the Corporation. This by-law will be subject to periodic review and, subject to the Act (as defined herein), will reflect changes as required by securities regulatory or stock exchange requirements and, at the discretion of the Board of the Corporation, amendments necessary to meet evolving industry standards.

Section 1.2 Definitions.

As used in this by-law, the following terms have the following meanings:

“Act” means the Business Corporations Act (Ontario) as amended or re-enacted from time to time and includes the regulations made pursuant thereto.

“Applicable Securities Laws” means the applicable securities legislation of each relevant province of Canada, as amended from time to time, the written rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of each province of Canada.

“Board” means the Board of Directors of the Corporation.

“Corporation” means ATS Automation Tooling Systems Inc.

“person” means a natural person, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or governmental or regulatory entity, and pronouns have a similarly extended meaning.

“public announcement” means disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System for Electronic Document Analysis and Retrieval at www.sedar.com, or any system that is a replacement or successor thereto.

Terms used in this by-law that are defined in the Act have the meanings given to such terms in the Act.

Section 1.3 Nomination Procedures.

Subject only to the Act, Applicable Securities Laws and the articles of the Corporation, only persons who are nominated in accordance with the procedures set out in this by-law shall be eligible for election as directors of the Corporation.

Nominations of persons for election to the Board may be made at any annual meeting of shareholders, or at a special meeting of shareholders if the election of directors is a matter specified in the notice of meeting:

(a) by or at the direction of the Board, including pursuant to a notice of meeting;

(b) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act, or a requisition of a shareholders meeting by one or more shareholders made in accordance with the provisions of the Act; or

(c) by any person (a “Nominating Shareholder”) who:

i. at the close of business on the date of the giving of the notice provided for below in this by-law and on the record date for notice of such meeting, is entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and

ii. complies with the notice procedures set forth below in this by-law.

Section 1.4 Nominations for Election.

For the avoidance of doubt, the procedures set forth in this by-law shall be the exclusive means for any person to bring nominations for election to the Board before any annual or special meeting of shareholders of the Corporation.

Section 1.5 Timely Notice.

In addition to any other applicable requirements, for a nomination to be validly made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the Corporate Secretary of the Corporation in accordance with this by-law.

Section 1.6 Manner of Timely Notice.

To be timely, a Nominating Shareholder’s notice to the Corporate Secretary of the Corporation must be made:

(a) in the case of an annual meeting of shareholders (including an annual and special meeting) – not later than the close of business on the 30th day prior to the date of the meeting; provided, however, that in the event that the meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the meeting (the “Notice Date”) was made by the Corporation, notice shall be made by the Nominating Shareholder not later than the close of business on the 10th day following the Notice Date; and

(b) in the case of a special meeting of shareholders (which is not also an annual meeting of shareholders) called for the purpose of electing directors (whether or not also called for other purposes) – not later than the close of business on the 15th day following the Notice Date;

provided that, in either instance, if the notice-and-access provisions of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer are used for delivery of proxy related materials in respect of a meeting described in Section 1.6(a) or (b) above, and the Notice Date in respect of the meeting is not less than 50 days prior to the date of the applicable meeting, the notice by the nominating shareholder must be received not later than the close of business on the 40th day before the applicable meeting; provided, however, that in the event that the meeting is to be held on a date that is less than 50 days after the Notice Date, notice shall be made by the nominating shareholder not later than the close of business on the 10th day following the Notice Date, in the case of an annual meeting, and not later than the close of business on the 15th day following the Notice Date, in the case of a special meeting.

In the event of an adjournment or postponement of an annual meeting or special meeting of shareholders or an announcement thereof, a new time period shall commence for the giving of a timely notice under this Section 1.6.

Section 1.7 Proper Form of Notice.

To be in proper written form, a Nominating Shareholder’s notice to the Corporate Secretary of the Corporation must be in writing and must set forth or be accompanied by, as applicable:

(a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (each, a “Proposed Nominee”):

i. the name, age, business address and residential address of the Proposed Nominee;

ii. the principal occupation, business or employment of the Proposed Nominee, both present and for the five years preceding the notice;

iii. whether the Proposed Nominee is a resident Canadian within the meaning of the Act;

iv. the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

v. a description of any relationship, agreement, arrangement or understanding (including financial, compensatory or indemnity related or otherwise) between the Nominating Shareholder and the Proposed Nominee, or any Affiliates (as defined in the Act) or Associates (as defined in the Act) of, or any person or entity acting jointly or in concert with the Nominating Shareholder or the Proposed Nominee, in connection with the Proposed Nominee’s nomination and election as director;

vi. whether the Proposed Nominee is party to any existing or proposed relationship, agreement, arrangement or understanding with any competitor of the Corporation or its Affiliates or any other third party which may give rise to a real or perceived conflict of interest between the interests of the Corporation and the interests of the Proposed Nominee; and

vii. any other information relating to the Proposed Nominee that would be required to be disclosed in a dissident’s proxy circular in connection with the solicitation of proxies for election of directors pursuant to the Act or any Applicable Securities Laws;

(b) as to each Nominating Shareholder:

i. the name, business and, if applicable, residential address of such Nominating Shareholder;

ii. the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by such Nominating Shareholder or any other person with whom such Nominating Shareholder is acting jointly or in concert (and for each such person any options or other rights to acquire shares in the capital of the Corporation, any derivatives or other securities, instruments or arrangements for which the price or value or delivery, payment or settlement obligations are derived from, referenced to, or based on any such shares, and any hedging transactions, short positions and borrowing or lending arrangements relating to such shares) with respect to the Corporation or any of its securities, as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

iii. full particulars regarding any proxy, contract, arrangement, agreement, understanding or relationship pursuant to which such Nominating Shareholder, or any of its Affiliates or Associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to the voting of any securities of the Corporation or the nomination of directors to the Board; and

iv. any other information relating to such Nominating Shareholder that would be required to be disclosed in a dissident’s proxy circular in connection with the solicitation of proxies for election of directors pursuant to the Act or any Applicable Securities Laws; and

(c) a written consent duly signed by each Proposed Nominee to being named as a nominee for election to the Board and to serve as a director of the Corporation, if elected.

Reference to “Nominating Shareholder” in this Section 1.7 shall be deemed to refer to each shareholder that nominates or seeks to nominate a person for election as director in the case of a nomination proposal where more than one shareholder is involved in making the nomination proposal.

The Corporation may also require any Proposed Nominee to furnish such other information, including completion of the Corporation’s directors questionnaire, as it may reasonably require to determine whether the nominee would be considered “independent” as a director under Applicable Securities Laws and the rules of any stock exchange on which the securities of the Corporation are then listed for trading.

In addition to the provisions of this by-law, a Nominating Shareholder and any Proposed Nominee shall also comply with all of the applicable requirements of the Act, Applicable Securities Laws and applicable stock exchange rules regarding the matters set forth herein.

Section 1.8 Currency of Notice.

All information to be provided in a Nominating Shareholder’s notice pursuant to this by-law shall be provided as of the date of such notice. To be considered timely and in proper form, a Nominating Shareholder’s notice shall be promptly updated and supplemented if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting.

Section 1.9 Power of the Chair.

The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in this by-law and, if any proposed nomination is not in compliance with this by-law, to declare that such defective nomination shall be disregarded

Section 1.10 Delivery of Notice.

Notwithstanding any other provision of this by-law, notice given to the Corporate Secretary of the Corporation pursuant to this by-law may only be given by personal delivery, email (at such email address as may be stipulated from time to time by the Corporate Secretary of the Corporation for purposes of this notice) or facsimile transmission, and shall be deemed to have been given and made only at the time it is served by personal delivery or sent by email (at the aforesaid email) or facsimile transmission (provided that receipt of the confirmation of such transmission has been received) to the Corporate Secretary of the Corporation, at the address of the principal executive offices of the Corporation, provided that if such delivery or electronic communication is made on a day which is not a business day or later than 5:00 p.m. (Toronto time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.

Section 1.11 Board of Directors Discretion.

Notwithstanding any of the foregoing, the Board may, in its sole discretion, waive any requirement in this by-law.

Section 1.12 Effective Date.

This by-law was adopted by the Board on June 15, 2021 and shall become effective upon confirmation by the shareholders of the Corporation.

This by-law was confirmed by the shareholders of the Corporation on the 12^th day of August, 2021.

BY-LAW NO. 3

A By-Law amending By-Law No. 1 of the Corporation

ATS CORPORATION

(the “Corporation”)

SECTION 1.1 – INTRODUCTION.

The purpose of this By-Law No. 3 of the Corporation (“By-Law No. 3”) is to amend By-Law No. 1 of the Corporation (“By-Law No. 1”) to remove the Canadian residency requirement of directors contained in Section 2.2 of By-Law No. 1 as it is no longer a requirement under the Business Corporations Act (Ontario). The Corporation and the board of directors of the Corporation (the “Board”) believe it is in the best interest of the Corporation to make such amendment.

SECTION 1.2 – AMENDMENT.

By-Law No. 1 is hereby amended as follows:

A) Section 2.2 of By-law No. 1 is hereby deleted in its entirety and replaced with the following:

“No person shall be qualified for election as a director if that person: (a) is less than 18 years of age; (b) has been found under the Substitute Decisions Act, 1992 (Ontario) or under the Mental Health Act (Ontario) to be incapable of managing property or who has been found to be incapable by a court in Canada or elsewhere; (c) is not an individual; or (d) has the status of a bankrupt. A director need not be a shareholder.”

SECTION 1.3 – INTERPRETATION.

All references to “ATS Automation Tooling Systems Inc.” and the “Corporation” in By-Law No. 1 and By-Law No. 2 of the Corporation shall mean ATS Corporation.

SECTION 1.4 – EFFECTIVE DATE.

This By-Law No. 3 was adopted by the Board on March 1, 2023 and shall become effective upon such date until the confirmation or rejection by the shareholders of the Corporation. If this By-Law No. 3 is confirmed by the shareholders of the Corporation, it shall continue in effect in the form in which it was so confirmed.

EX-4.3

Exhibit 4.3

ATS CORPORATION

1995 STOCK OPTION PLAN

1. Purpose of the Plan

1.1 The purpose of the Plan is to attract, retain and motivate persons as key service providers to the Corporation and its Affiliates and to advance the interests of the Corporation by providing such persons with the opportunity, through share options, to acquire a proprietary interest in the Corporation.

2. Defined Terms

Where used herein, the following terms shall have the following meanings, respectively.

2.1 “Actively Employed” (or “Active Employment”) refers to an Eligible Person (namely, an Eligible Individual) that is engaged in employment with and is providing services to the Corporation or its Affiliate as an employee. An employee will no longer be considered Actively Employed, and will no longer be considered an Eligible Individual, as of the date their employment ends for any reason, provided that in the case of employees whose employment relationship is governed by the laws of a province of Canada (each a “Canadian Employee”), such date shall be the date their employment ends for any reason or as of the end of their applicable minimum notice period required by relevant employment standards legislation, whichever date is later. For clarity, if a Canadian Employee’s employment ends prior to the expiry of the applicable minimum statutory notice period required by applicable employment standards legislation, they will be considered Actively Employed through to the end of that minimum statutory notice period. An employee will not be considered Actively Employed through any period in which they receive notice (including, for the avoidance of doubt, any period of employment after a notice of termination has been issued) or pay in lieu of notice following the termination of an Eligible Individual’s employment, including during any period of pay in lieu of notice of termination or “garden leave” that is given or ought to have been given under a contract of employment or the common law, except for during a Canadian Employee’s applicable minimum statutory termination notice period as required by applicable employment standards legislation. An Optionee who is also an employee will be considered Actively Employed during any period of statutory leave, or other leave approved by the Corporation or its Affiliate in accordance with its policies and procedures, as may be in place from time to time. For purposes of clarity, an Optionee shall cease to be Actively Employed in the event of Disability (except where such cessation is in conflict with statutory requirements);

2.2 “Administration Platform” means the Shareworks software platform used by the Corporation to assist in the administration of the Plan, or any replacement of or successor platform implemented at the Corporation’s discretion;

2.3 “Affiliate” means any corporation which is an affiliate, as such term is used in Subsection 1(4) of the Business Corporations Act (Ontario), of the Corporation;

2.4 “Applicable Law” means any applicable provision of law, domestic or foreign, including, without limitation, applicable securities legislation, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder and Stock Exchange Rules;

2.5 “Board” means the board of directors of the Corporation, as constituted from time to time;

2.6 “Broker” shall have the meaning attributed thereto in Section 7.1(b) hereof;

2.7 “Business Day” means any day other than a Saturday, a Sunday or a statutory holiday observed in the Province of Ontario;

2.8 “Cause” means (a) in respect of the termination of an Optionee employed in Ontario, wilful misconduct, disobedience or wilful neglect of duty that is not trivial and is not condoned by the Corporation or Affiliate; or (b) in respect of an Optionee employed in another jurisdiction outside of Ontario (i) wilful refusal or wilful failure substantially to perform under any policy or reasonable performance goals set by the Corporation or an Affiliate with respect to Optionee’s job duties or responsibilities, the operation of the Corporation’s or Affiliate’s business and affairs, or the management of the Corporation’s or Affiliate’s employees, within a reasonable time (not to exceed thirty (30) calendar days) after the Corporation or Affiliate has provided a written demand identifying the manner in which Optionee has failed to perform; (ii) Optionee engaging in any act involving gross misconduct, dishonesty, disloyalty, or gross negligence that is materially injurious to the Corporation or Affiliates; (iii) Optionee’s willful and continued breach of, or willful failure substantially to perform under or comply with, any of the material terms and covenants of any other agreement between the Corporation or an Affiliate and Optionee; (iv) Optionee committing any act in competition with or materially detrimental to the best interests of the Corporation or Affiliates; or (v) Optionee being charged with or convicted of a criminal offence that would be reasonably considered to have a negative impact on Employee’s job performance or the reputation or interests (financial or otherwise) of the Corporation or Affiliates;

2.9 “Change in Control” or “Change in Control Event” means the occurrence of any of the following events: (i) the acquisition, directly or indirectly, by any person or group of persons acting jointly or in concert, within the meaning of National Instrument 62-104—Takeover Bids and Issuer Bids (or any successor instrument thereto), of a beneficial interest in voting or equity securities of the Corporation, together with all voting or equity securities of the Corporation at the time held beneficially, directly or indirectly by such person or persons acting jointly or in concert, equal to more than 50% of the votes associated with the outstanding voting securities of the Corporation, provided that no Change in Control Event will be deemed to have occurred if upon completion of any such transaction individuals who were members of the Board immediately prior to the effective date of such transaction constitute a majority of the board of directors of the

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resulting corporation following such effective date; (ii) a merger, consolidation, plan of arrangement or reorganization of the Corporation that results in the beneficial, direct or indirect transfer of more than 50% of the total voting power of the resulting entity’s outstanding securities to a person, or group of persons acting jointly and in concert, who are different from the person(s) that have, beneficially, directly or indirectly, more than 50% of the total voting power prior to such transaction, provided that no Change in Control Event will be deemed to have occurred if upon completion of any such transaction individuals who were members of the Board immediately prior to the effective date of such transaction constitute a majority of the board of directors of the resulting corporation following such effective date; (iii) any sale, lease, exchange or other transfer (in one transaction or series of related transactions) of all or substantially all of the Corporation’s property and assets, (iv) Incumbent Directors (as hereinafter defined) cease to constitute a majority of the Board; (v) the Corporation’s shareholders approving any plan or proposal for the liquidation or dissolution of the Corporation; or (vi) the Board adopts a resolution to the effect that a Change in Control Event has occurred or is imminent. As used herein, “Incumbent Director” shall mean any member of the Board who was a member of the Board immediately prior to the occurrence of a contested election of directors, and includes any successor to an Incumbent Director who is recommended or elected or appointed to succeed an Incumbent Director by the affirmative vote of a majority of the Incumbent Directors then on the Board. For purposes of clarity, a Change in Control shall not be deemed to have occurred in relation to: (i) any share transfer, reorganization, asset transfer, or similar transaction, undertaken in one or a series of transactions, involving only Corporation and/or any of its Affiliates; or (ii) the completion of a treasury offering of securities in the Corporation;

2.10 “Committee” shall have the meaning attributed thereto in Section 3.1 hereof;

2.11 “Corporation” means ATS Corporation and includes any successor corporation thereof;

2.12 “Disability” means a permanent physical or mental incapacity of the Optionee that has prevented the Optionee from performing the duties customarily assigned to the Optionee and that in the opinion of the Corporation, acting on the basis of advice from a duly qualified medical practitioner, is likely to continue;

2.13 “Eligible Person” means:

(i) any director, officer or employee of the Corporation or any Affiliate, or any other Service Provider (an “Eligible Individual”); or

(ii) a corporation controlled by an Eligible Individual, the issued and outstanding voting shares of which are, and will continue to be, beneficially owned, directly or indirectly, by such Eligible Individual and/or the spouse, children and/or grandchildren of such Eligible Individual (an “Employee Corporation”);

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2.14 “Expiry Date” means, in respect of an Option, the latest date on which the Option may be exercised, provided that if at any time the date should be determined to occur either during a period in which the holder of the Option is subject to a restriction on trading in securities of the Corporation under the insider trading policy or other policy of the Corporation (the “Blackout Period”) in effect from time to time or within ten Business Days following such a Blackout Period, such date shall be deemed to be the date that is the tenth Business Day following the date of expiry of the Blackout Period;

2.15 “Good Reason” means:

(i) a substantial diminution in the Optionee’s authorities, duties, responsibilities, status (including officers, titles, and reporting requirements) from those in effect immediately prior to a Change in Control Event;

(ii) the Corporation requires the Optionee to be based at a location in excess of one hundred (100) kilometers from the location of the Optionee’s principal job location or office immediately prior to a Change in Control Event, except for required travel on corporate business or required pursuant to the terms of a written employment or other agreement between the Corporation or an Affiliate and the Optionee, in each case, to an extent substantially consistent with the Optionee’s business obligations immediately prior to a Change in Control Event or to the extent provided for in the Optionee’s employment agreement;

(iii) a reduction in the Optionee’s base salary, or a substantial reduction in the Optionee’s target compensation under any incentive compensation plan, as in effect as of the date of a Change in Control Event; or

(iv) the failure of the Corporation to continue in effect the Optionee’s participation in the Corporation’s Share Compensation Arrangements and any employee benefit and retirement plans, policies or practices, at a level substantially similar or superior to and on a basis consistent with the relative levels of participation of other similarly-positioned employees, as existed immediately prior to a Change in Control Event;

2.16 “Insider” means “reporting insider” as defined in National Instrument 55-104—Insider Reporting Requirements and Exemptions;

2.17 “Market Price” as at any date, means the volume weighted average trading price at which the Shares traded on the TSX (or, if the Shares are then listed and posted for trading on more than one stock exchange, on such stock exchange on which the majority of the trading volume of the Shares occurs) on the five completed trading days immediately preceding such date (calculated by dividing the total value by the total volume of securities traded for such five day period). In the event that the Shares are not listed and posted for trading on any stock exchange, the Market Price shall be the market price of the Shares as determined by the Corporation in its sole discretion, acting reasonably and in good faith;

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2.18 “Non-Executive Director” means any director of the Corporation who is not an employee or officer of the Corporation or any Affiliate;

2.19 “Option” means an option to purchase Shares granted to an Eligible Person under the Plan;

2.20 “Option Price” means the price per Share at which Optioned Shares may be purchased under an Option, as the same may be adjusted from time to time in accordance with Article 8 hereof;

2.21 “Optioned Shares” means the Shares issuable pursuant to an exercise of Options;

2.22 “Optionee” means an Eligible Person to whom an Option has been granted and who continues to hold such Option;

2.23 “Plan” means this 1995 Stock Option Plan of the Corporation, as the same may be further amended, restated or varied from time to time;

2.24 “Retirement” or “Retire” means the retirement of the Optionee from employment with the Corporation or its Affiliate, if all of the following are satisfied:

(i) at age 60 or older after having completed at least 10 years of service to the Corporation or its Affiliate or at such lower age or years of service as determined by the Corporation;

(ii) subject to the discretion of the Corporation to waive this condition, the Optionee not receiving any severance pay, termination pay, compensation in lieu of notice, retiring allowance or equivalent;

(iii) the Optionee cooperating with reasonable transitional support requested by the Corporation or its Affiliate, as applicable;

(iv) the Optionee not commencing full-time employment with an alternative employer without written permission from the Corporation; and

(v) the Optionee abiding by any post-employment restrictions, including non-solicitation and confidentiality, in the Optionee’s written employment agreement or otherwise, having a term of no longer than two years from the date of Retirement;

2.25 “SAR” has the meaning ascribed to it in Section 7.4 hereof;

2.26 “Service Provider” means any person or company engaged by the Corporation or any Affiliate to provide services for an initial, renewable or extended period of 12 months or more and meets the definition of “consultant” as such term is defined in National Instrument 45-106—Prospectus Exemptions;

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2.27 “Share Compensation Arrangement” means a stock option, stock option plan, employee stock purchase plan, long-term incentive plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to one or more Eligible Persons, including a share purchase from treasury by an Eligible Person which is financially assisted by the Corporation or an Affiliate by way of a loan, guarantee or otherwise provided, however, that any such arrangements that do not involve the issuance from treasury or potential issuance from treasury of Shares of the Corporation are not “Share Compensation Arrangements” for the purposes of this Plan;

2.28 “Shares” means the common shares of the Corporation or, in the event of an adjustment contemplated by Article 8 hereof, such other shares or securities to which an Optionee may be entitled upon the exercise of an Option as a result of such adjustment;

2.29 “Stock Exchange Rules” means the applicable rules of any stock exchange or quotation system upon which shares of the Corporation are listed or quoted, as applicable;

2.30 “Successor Entity” shall have the meaning attributed thereto in Section 10.1 hereof;

2.31 “Termination Date” shall have the meaning attributed thereto in Section 6.1 hereof;

2.32 “TSX” means the Toronto Stock Exchange;

2.33 “Vesting”, “Vest”, “Vesting Date”, and “Vested” shall have the meaning attributed thereto in Section 5.2 hereof; and

2.34 “Withholding Obligations” shall have the meaning attributed thereto in Section 11.1 hereof.

3. Administration of the Plan

3.1 To the extent permitted by Applicable Law, the Board may, from time to time, delegate to a committee (the “Committee”) of the Board all or any of the powers conferred on the Board under this Plan. In such event, the Committee will exercise the powers delegated to it by the Board in the manner and on the terms authorized by the Board. If a Committee is appointed for this purpose, all references to the term “Board” in this Plan will be deemed to be references to the Committee where appropriate.

3.2 The Board shall have the power, where consistent with the general purpose and intent of the Plan and subject to the specific provisions of the Plan:

(a) to establish policies and to adopt rules and regulations for carrying out the purposes, provisions and administration of the Plan;

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(b) to interpret and construe the Plan and to determine all questions arising out of the Plan or any Option, and any such interpretation, construction or determination made by the Board shall be final, binding and conclusive for all purposes;

(c) to determine the number of Shares covered by each Option;

(d) to determine the Option Price of each Option;

(e) to determine the time or times when Options will be granted and exercisable;

(f) to determine if the Shares which are issuable on the exercise of an Option will be subject to any restrictions upon the exercise of such Option;

(g) to prescribe the form of the instruments relating to the grant, exercise and other terms of Options; and

(h) to require that directors of the Corporation who are not full-time officers of the Corporation may not be granted a greater number of Options, or Options on different terms, than are contemporaneously being granted to an officer of the Corporation.

The interpretation, construction and application of the Plan and any provisions hereof made by the Board shall be final and binding on all Eligible Participants and on their legal, personal representatives and beneficiaries. No member of the Board shall be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of the Plan or any Option granted hereunder.

3.3 The Board may, in its sole discretion, require as conditions to the grant or exercise of any Option that the Optionee shall have:

(a) represented, warranted and agreed in form and substance satisfactory to the Corporation that they are acquiring and will acquire such Option and the Shares to be issued upon the exercise thereof or, as the case may be, is acquiring such Shares, for their own account, for investment and not with a view to or in connection with any distribution, that they have had access to such information as is necessary to enable him or her to evaluate the merits and risks of such investment and that they are able to bear the economic risk of holding such Shares for an indefinite period;

(b) agreed to restrictions on transfer in form and substance satisfactory to the Corporation and to an endorsement on any option agreement or certificate representing the Shares making appropriate reference to such restrictions; and

(c) agreed to indemnify the Corporation in connection with the foregoing.

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3.4 Any Option granted under the Plan shall be subject to the requirement that, if at any time counsel to the Corporation shall determine that the listing, registration or qualification of the Shares subject to such Option upon any securities exchange or under any law or regulation of any jurisdiction, or the consent or approval of any securities exchange or any governmental or regulatory body, is necessary as a condition of, or in connection with, the grant or exercise of such Option or the issuance or purchase of Shares thereunder, such Option may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval.

3.5 Without limiting the generality of Sections 3.3, 3.4 and 7.2 hereof, for any Optionee that is a resident in the United States of America, Options may not be exercised and Shares may not be issued upon the exercise of the Option unless either (i) the Shares covered by any Option are registered under the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “U.S. Securities Act”) or (ii) the Shares are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act. If the Shares are issued in compliance with an available exemption, the exercise of the Option by such Optionee will be contingent upon receipt from the Optionee of any representation, undertaking, agreement or other documentation in writing satisfactory to the Corporation as may be determined by the Corporation to be necessary to comply with such exemption and Applicable Law. If any such representation, undertaking, agreement or other documentation in writing is required, the Corporation may in its sole discretion inscribe an investment or other legend on the share certificates issued pursuant to the exercise of the Option or, to the extent share certificates are not issued pursuant to such exercise, the Corporation may cause the Corporation’s records to reflect any restrictions applicable to the Shares issued upon exercise of the Option. The issuance of Shares upon the exercise of an Option shall be subject to all Applicable Laws. Provided, however, that an Option shall not be exercisable if at any date of exercise, it is the opinion of counsel for the Corporation that registration of the Shares under the U.S. Securities Act or other Applicable Law is required and the Option shall again become exercisable only if the Corporation elects to and thereafter effects a registration of the Shares subject to the Option under the U.S. Securities Act or other Applicable Law prior to the Expiry Date or earlier termination date of the Option. If the Option may not be exercised, the Corporation shall return to the Optionee, without interest or deduction, any funds received by it in connection with the proposed exercise of the Option.

3.6 Notwithstanding any other provision of the Plan or any applicable option agreement, Options issued in favour of an Optionee who is a U.S. Taxpayer (as defined in Schedule “A” hereto) will also be subject to the terms and conditions set forth in such Schedule “A”.

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4. Shares Subject to the Plan

4.1 Options may be granted in respect of authorized and unissued Shares, provided, that the aggregate number of Shares reserved for issuance upon the exercise of all Options granted under the Plan, subject to any adjustment of such number pursuant to the provisions of Article 8 hereof, shall not exceed 5,991,839 or such greater number of Shares as may be determined by the Board and approved by any relevant stock exchange or other regulatory authority and, if required, by the shareholders of the Corporation. Any Optioned Shares which for any reason are cancelled or terminated without having been exercised shall again be available for grants under the Plan.

5. Eligibility; Grant; Terms of Options

5.1 Options may be granted by the Board to any Eligible Person.

5.2 Subject as herein and otherwise specifically provided in this Article 5, the number of Shares subject to each Option, the Option Price of each Option, the Expiry Date of each Option, the extent to which each Option is exercisable from time to time during the term of the Option (when an Option becomes exercisable being referred to herein as “Vesting” or “Vest” and each date upon which one or more Options becomes exercisable being referred to as a “Vesting Date” and an Option that is exercisable being referred to as a “Vested” Option) and other terms and conditions relating to each such Option shall be determined by the Board. The Board may, in its sole discretion, subsequent to the time of granting Options hereunder, permit an Optionee to exercise any or all of the Options then outstanding which have not Vested, in which event all such Options then outstanding and granted to the Optionee which had not Vested shall be deemed to be immediately exercisable during such period of time as may be specified by the Board.

5.3 If a grant of an Option is approved by the Board on a date that is outside of a Blackout Period and not within 5 trading days after the end of a Blackout Period, the option grant shall be effective as of the date of approval by the Board unless another effective date is set by the Board in its sole discretion, provided that if such other date as set by the Board falls within a Blackout Period or within 5 trading days after the end of a Blackout Period (a “No Grant Period”) the effective date of the grant shall be the Deferred Date. If a grant of an Option is approved by the Board during a No Grant Period the option grant shall be effective on the date set by the Board, provided that if the effective date of the grant is not specifically set by the Board or is set at a date that falls within a No Grant Period, the effective date of the grant shall be the Deferred Date. For the purposes of this Section 5.3 “Deferred Date” means the first day following the applicable No Grant Period that is not within a Blackout Period and falls six (6) trading days after the end of the most recently concluded Blackout Period. Subject to any adjustments pursuant to the provisions of Article 8 hereof, the Option Price of any Option shall in no circumstances be lower than the Market Price determined as of the effective date of the grant of the Option. If, as and when any Shares have been duly purchased and paid for under the terms of an Option, such Shares shall be conclusively deemed allotted and issued as fully paid non-assessable Shares at the price paid therefor.

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5.4 The term of an Option shall not exceed 10 years from the date of the grant of the Option.

5.5 No Options shall be granted to any Eligible Person if the total number of Shares issuable to such Optionee under this Plan, together with any Shares reserved for issuance to such Optionee under other Share Compensation Arrangements, would exceed 5% of the issued and outstanding Shares.

5.6 An Option is personal to the Optionee and non-assignable (whether by operation of law or otherwise), except as provided for herein. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of an Option contrary to the provisions of the Plan, or upon the levy of any attachment or similar process upon an Option, the Option shall, at the election of the Corporation, cease and terminate and be of no further force or effect whatsoever.

5.7 No Options shall be granted to any Optionee if such grant could result, at any time, in:

(a) the aggregate number of Shares issuable to Insiders at any time and issued to Insiders within the one-year period prior to such time pursuant to Options or other Share Compensation Arrangements exceeding 10% of the issued and outstanding Shares;

(b) the aggregate number of Shares reserved for issuance pursuant to Options granted under this Plan or any other Share Compensation Arrangement to Non-Executive Directors exceeding (i) 0.5% of the issued and outstanding Shares; or (ii) exceeding an award value of $100,000 per Non-Executive Director per calendar year; or

(c) the issuance to any one Insider and such Insider’s associates, within a one-year period, pursuant to Options or any other Share Compensation Arrangement of an aggregate number of Shares exceeding 5% of the issued and outstanding Shares.

6. Termination of Employment; Death

6.1 Subject to Sections 6.2 and 6.3 and to any express resolution passed by the Board with respect to an Option, any Options which have not Vested shall cease to Vest and shall expire and terminate on the Termination Date and any Vested Options shall cease to be capable of being exercised and shall expire and terminate on the date which is the earlier of: (i) in the case of a termination contemplated by clauses (a) and (b) below, thirty (30) days following the Termination Date; (ii) in the case of a termination contemplated by clause (c) below, the Termination Date, unless another date, such other date not to be later that sixty (60) days after the Termination Date, is determined by the Corporation by notice to the Optionee in writing within such sixty (60) day period; and (iii) the original Expiry Date of the Option. For greater clarity, in the event the deadline imposed in paragraphs (i) and (ii) above falls within a Blackout Period, the applicable date for such Options ceasing to be capable of being exercised shall be deemed to be extended to the tenth Business Day following the date of expiry of such Blackout Period.

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“Termination Date” shall refer to the date upon which the Optionee ceases to be Actively Employed by the Corporation or any Affiliate for any reason, or otherwise ceases to actively serve the Corporation or any Affiliate for any reason, including because of:

(a) resignation;

(b) termination of employment without Cause, regardless of whether (i) the termination is lawful, (ii) the Optionee has received or continues to receive pay in lieu of notice or equivalent beyond the period required by relevant employment standards legislation, or (iii) the former employee is awarded damages of any kind in connection with such termination;

(c) termination for Cause;

(d) Disability; and

(e) death.

6.2 Unless the Board, in its sole discretion, determines otherwise at the time of the granting of Options hereunder, the following provisions shall apply to all Options granted hereunder:

(a) If an Optionee shall Retire, or terminate their employment or directorship under circumstances equating to Retirement, any Options held by the Optionee which have not Vested as at the Termination Date will continue to Vest in accordance with their Vesting schedules, and Options held by the Optionee at the Termination Date may, once Vested, be exercised at any time prior to the original Expiry Date of the Option, provided that if the Optionee is determined to have breached any post-employment restrictive covenants in favour of the Corporation, then any Options held by the Optionee that have not Vested at the time the post-employment restrictive covenant is breached, will immediately expire.

(b) If an Optionee ceases to be Actively Employed by the Corporation on account of Disability, a portion of any Options held by the Optionee which have not Vested effective as at the Termination Date shall continue to Vest in accordance with their Vesting schedules and may, once Vested, be exercised by the Optionee at any time prior to the original Expiry Date of the Option, provided that, the portion of those Options that had not Vested as at the Termination Date and that will Vest on a Vesting Date will be based on a formula equal to the product of (A) the number of Options that would Vest on the Vesting Date absent the Optionee ceasing to be an Eligible Person on account of Disability, multiplied by (B) a fraction, the numerator of which is the number of days from the date of grant of the Option in question to the date of Disability of the Optionee and the denominator of which is the number of days from the date of grant of the Option in question to the applicable Vesting Date.

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(c) In the event that an Optionee commits an act of bankruptcy or any proceeding is commenced against the Optionee under the Bankruptcy and Insolvency Act (Canada) or other applicable bankruptcy or insolvency legislation in force at the time of such bankruptcy and such proceeding remains undismissed for a period of thirty (30) days, no Vested Option held by such Optionee may be exercised following the date on which such Optionee commits such act of bankruptcy or such proceeding remains undismissed, as the case may be.

6.3 If an Optionee shall die holding one or more Options, all Options which have not Vested will immediately Vest and all Options may be exercised by their personal representatives, heirs or legatees, at any time within the earlier of (i) six months after the date of such death; and (ii) the original Expiry Date of the Option.

6.4 For greater clarity, Options shall not be affected by any change of position of the Optionee or by the Optionee ceasing to be a director of the Corporation or any Affiliate provided that the Optionee continues to be Actively Employed by the Corporation or any Affiliate.

6.5 For the purposes of this Article 6, a determination by the Board as to whether or not circumstances constitute “Cause”, “Disability” or “Retirement” shall be binding on the Optionee.

6.6 The Board may, by resolution, but subject to applicable regulatory requirements, decide that any of the provisions hereof concerning the effect of termination of the Optionee’s employment shall not apply to any Optionee for any reason acceptable to the Board.

6.7 If the Optionee is an Employee Corporation, the references to the Optionee in this Article 6 shall be deemed to refer to the Eligible Individual associated with the Employee Corporation.

7. Exercise of Options

7.1 An Optionee may elect to exercise a Vested Option (that has not terminated or expired) pursuant to either of the following methods, or a combination of the two:

(a) Cash Exercise: An Optionee may exercise a Vested Option by electing on the Administration Platform to pay cash in exchange for delivery of the Optioned Shares. As a condition of delivery of the Optioned Shares, the Optionee shall deliver payment to the Corporation of payment in full, by electronic payment (or such other method as the Corporation may agree to in its discretion), of the aggregate of: (i) the Option Price of the

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Shares then being purchased; (ii) sufficient funds to cover applicable required Withholding Obligations; and (iii) such additional amount(s), which may include transaction fees, as notified by the Administration Platform and/or the Corporation. Subject to any provisions of the Plan to the contrary, certificates for such Shares shall be issued and delivered to the Optionee within a reasonable time following receipt of such election and payment.

(b) Cashless Exercise: An Optionee may elect on the Administration Platform, in their sole discretion, to undertake a broker assisted “cashless exercise” pursuant to which the Corporation or its designee (including third party administrators) may deliver a copy of irrevocable instructions to a broker engaged by the Corporation for such purposes (the “Broker”) to sell the Optioned Shares otherwise deliverable upon the exercise of the Options and to deliver promptly to the Corporation an amount equal to the Option Price and all applicable required Withholding Obligations against delivery of the Shares to settle the applicable trade. An Optionee who elects the cashless exercise of Options is deemed to have assigned to the Broker such Optionee’s right to receive Shares and is deemed to release the Corporation from any further obligation to issue Shares to such Optionee in respect of the Options exercised in exchange for cash and neither the Corporation nor the Broker will be liable for any loss arising out of such sale of the Shares, including any loss relating to the pricing, manner or timing of the sale of the Shares or transferring any Shares or otherwise. Furthermore, each Optionee acknowledges that (i) certain fees, including transaction, brokerage and wire fees may be payable by the Optionee as notified via the Administration Platform; and (ii) the Broker assisted cashless exercise mechanism has been developed for their convenience and accordingly shall indemnify and hold harmless the Corporation and Broker for any losses, liabilities, claims, damages, costs, charges or expenses which either the Corporation or Broker may incur arising directly or indirectly by reason of the “cashless exercise” of the Options.

7.2 Notwithstanding any of the provisions contained in the Plan or in any Option, the Corporation’s obligation to issue Shares to an Optionee pursuant to the exercise of any Option shall be subject to compliance with Applicable Law and:

(a) completion of such registration or other qualification of such Shares or compliance with the terms and conditions of an applicable exemption from registration or qualification and obtaining approval of such governmental or regulatory authority as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof;

(b) the admission of such Shares to listing on any stock exchange on which the Shares may then be listed;

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(c) the receipt from the Optionee of such representations, warranties, agreements and undertakings, as the Corporation determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction; and

(d) the satisfaction of any conditions on exercise prescribed pursuant to Article 3 hereof.

7.3 Options shall be evidenced by a share option agreement in a form not inconsistent with this Plan as the Board or the officer of the Corporation executing such agreement, may from time to time determine provided that the substance of Article 5 be included therein, and such agreement may include, without limitation, terms with respect to the (i) cancellation of Options and the forfeiture of Options by Optionees; (ii) repayment by Optionees to the Corporation of any profits realized upon the exercise of Options, in each case upon the occurrence of any events specified in such agreement; and (iii) such other terms and conditions not contrary to the terms of this Plan.

7.4 At the discretion of the Corporation, an Option granted under the Plan may have connected therewith, at the time of grant, a number of stock appreciation rights (a “SAR” or “SARs”) equal to the number of Shares covered by the Option in respect of which the Option has not then been exercised. Each such SAR in respect of a Share shall entitle the Optionee to surrender to the Corporation, unexercised, the right to subscribe for such Share pursuant to the related Option and to receive from the Corporation cash in an amount equal to the excess of the Market Price over the Option Price of the related Option. Upon exercise of a SAR in respect of a Share covered by a related Option, that Option in respect of such Share shall immediately cease and terminate and be of no further force or effect. Unexercised SARs shall terminate when the related Option is exercised or the Option terminates.

8. Certain Adjustments

8.1 In the event that the Shares are at any time changed or affected as a result of the declaration of a stock dividend or other distribution thereon or their subdivision or consolidation, the number of Shares reserved for Option grants under this Plan shall be adjusted accordingly by the Board to such extent as it deems proper in its sole discretion. In such event, the number of, and the Option Price for, any Shares that are then subject to Option may also be adjusted by the Board to such extent, if any, as it deems proper in its sole discretion.

8.2 If at any time after the grant of an Option to any Optionee and prior to the expiration of the term of such Option, the Shares shall be reclassified, reorganized or otherwise changed, otherwise than as specified in Section 8.1, the Optionee shall be entitled to receive upon the subsequent exercise of their Option in accordance with the terms hereof and shall accept in lieu of the number of Shares to which they were theretofore entitled upon such exercise but for the same aggregate consideration payable therefor, the aggregate number of shares of the appropriate class and/or other securities of the Corporation and/or other consideration from the Corporation that the Optionee would have been entitled to receive as a result of such reclassification, reorganization or other change, if on the record date of such reclassification, reorganization or other change they had been the registered holder of the number of Shares to which they were theretofore entitled upon such exercise.

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9. Amendment or Discontinuance of the Plan

9.1 The Corporation shall have the power to, at any time and from time to time either prospectively or retrospectively, amend, suspend or terminate the Plan or any Option granted under the Plan, provided that:

(a) any such amendment, suspension or termination is subject to any approvals required under Applicable Law;

(b) no such amendment, suspension or termination shall be made at any time to the extent such action would materially adversely affect the existing rights of an Optionee with respect to any then outstanding Option, as determined by the Board acting in good faith, without consent in writing, except to the extent required by Applicable Law; and

(c) any such amendment in respect of the following shall become effective only upon shareholder approval thereof:

(i) any amendment to the maximum number of Shares specified in Section 4.1 in respect of which Options may be granted under the Plan (other than pursuant to Article 8);

(ii) any amendment that would reduce the Option Price at which Options may be granted below the price provided for in Section 5.3 (other than pursuant to Article 8);

(iii) any amendment that would increase any of the percentage limits in Sections 5.5 or 5.7;

(iv) any amendment that would increase the maximum term of an Option set forth in Section 5.4;

(v) any amendment that would extend the term of any outstanding Option granted to a date beyond the Expiry Date;

(vi) any amendment that would reduce the Option Price of an outstanding Option (other than pursuant to Article 8) or the cancellation of an Option and the related reissue to the holder of such Option of a new Option in replacement thereof;

(vii) any amendment which would permit an Option to be transferable or assignable other than for normal estate settlement purposes;

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(viii) any amendment to the definition of “Eligible Person” or any defined term used therein that would expand the scope of the term “Eligible Person”;

(x) any amendment to Section 9.1.

9.2 Notwithstanding the provisions of this Article 9, should changes be required to the Plan by any securities commission, stock exchange or other governmental or regulatory body of any jurisdiction to which the Plan or the Corporation now is or hereafter becomes subject, such changes shall be made to the Plan as are necessary to conform with such requirements and, if such changes are approved by the Board, the Plan, as amended, shall be filed with the records of the Corporation and shall remain in full force and effect in its amended form as of and from the date of its adoption by the Board.

9.3 Notwithstanding any other provision of this Plan, the Board may at any time by resolution terminate this Plan, in such event, all Options then outstanding and granted to an Optionee may be exercised by the Optionee for a period of thirty (30) days after the date on which the Corporation shall have notified all Optionees of the termination of this Plan, but only to the same extent as the Optionee could have exercised such Options immediately prior to the date of such notification.

10. Change in Control

10.1 Subject to Section 10.3 and except as otherwise provided in a written employment or other agreement between the Corporation or an Affiliate and an Optionee, in the event of a Change in Control the Corporation will take such steps as are reasonably necessary or desirable in an effort to cause all Options then outstanding to be substituted by or replaced with stock options of the acquiring, successor, or surviving entity, or any Affiliate thereof (hereinafter collectively referred to as the “Successor Entity”), having substantially equivalent economic value and on substantially similar terms and conditions as the original Options.

10.2 Except for any greater right(s) provided for in a written employment or other agreement between the Corporation or an Affiliate and an Optionee, if within 12 months of a Change in Control Event, an Optionee ceases to be an Eligible Participant due to termination by the Corporation or any Successor Entity of the Optionee’s employment or engagement with the Corporation or Successor entity without Cause, or the Optionee resigns from his or her employment for Good Reason, the Vesting of all Options then held by such Optionee, including any substitute or replacement options issued by the Successor Entity (and, if applicable, the time during which such Options may be exercised), will be accelerated in full and may be exercised within 30 days of the Termination.

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10.3 Except as otherwise provided in a written employment or other agreement between the Corporation or an Affiliate and an Optionee, if, in the event of a proposed Change in Control:

(a) the required steps to cause the substitution or replacement of Options under Section 10.1 are not being taken by the parties with the authority to take such steps, including without limitation, by any Successor Entity;

(b) the Board determines, acting reasonably, that the substitution or replacement contemplated in Section 10.1 is impossible or not practicable;

(c) the Board determines, acting reasonably, that the substitution or replacement contemplated in Section 10.1 above would give rise to adverse tax results; or

(d) the securities of the Successor Entity are not (or, upon the occurrence of the Change in Control Event, will not be) listed and posted for trading on a recognizable stock exchange;

then the Vesting of all then outstanding Options will, unless otherwise determined by the Board, be accelerated in full and any such accelerated Options may be exercised by the Optionee at any time after the Optionee receives written notice from the Board of such accelerated Vesting and prior to the occurrence of the Change in Control Event; provided, however, that such accelerated Vesting or exercise shall be conditional on the consummation of such Change in Control Event. If the Change in Control Event is consummated, the Board will have the power, in its sole discretion, to terminate, immediately following actual completion of such Change in Control Event and on such terms as it sees fit, any outstanding Options, including any Options not accelerated or exercised.

10.4 The obligations of the Corporation under the Plan shall be binding upon any surviving corporation (or any Affiliate thereof) or Successor Entity resulting from a Change in Control Event.

11. Tax Withholdings

11.1 Notwithstanding any other provision contained in this Plan, in connection with the exercise of an Option by an Optionee from time to time, the Corporation may withhold from any amount payable to an Optionee, including the issuance of Shares to an Optionee upon the exercise of such Optionee’s Options, such amounts as are required by law to be withheld or deducted as a consequence of their exercise of Options or other participation in this Plan (“Withholding Obligations”). The Corporation has the right, in its sole discretion, to satisfy any Withholding Obligations by:

(a) selling or causing to be sold, on behalf of any Optionee, such number of Shares issued to the Optionee on the exercise of Options as is sufficient to fund the Withholding Obligations;

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(b) retaining the amount necessary to satisfy the Withholding Obligations from any amount which would otherwise be delivered, provided or paid to the Optionee by the Corporation, whether under this Plan or otherwise;

(c) requiring the Optionee, as a condition of exercise pursuant to Section 7.1(a) to (i) remit the amount of any such Withholding Obligations to the Corporation in advance; or (ii) reimburse the Corporation for any such Withholding Obligations;

(d) requiring the Optionee, as a condition of exercise pursuant to Section 7.1(b), to cause the Broker who sells Shares acquired by the Optionee on behalf of the Optionee to withhold from the proceeds realized from such sale the amount required to satisfy any such Withholding Obligation and to remit such amount directly to the Corporation; and/or

(e) making such other arrangements as the Corporation may reasonably require.

11.2 The sale of Shares by the Corporation or by a Broker under Section 7.1(b) or Section 11.1 above will be made on the TSX or such other stock exchange on which the Shares are trading. The Optionee consents to such sale and grants to the Corporation or the Broker, as applicable, an irrevocable power of attorney to effect the sale of such Shares on their behalf and acknowledges and agrees that (i) the number of Shares sold will be, at a minimum, sufficient to fund the Withholding Obligations net of all selling costs, which costs are the responsibility of the Optionee and which the Optionee hereby authorizes to be deducted from the proceeds of such sale; (ii) in effecting the sale of any such Shares, the Corporation or the Broker will exercise its sole judgment as to the timing and the manner of sale and will not be obligated to seek or obtain a minimum price unless the Optionee has specified a minimum price as part of its election made pursuant to Section 7.1(b); and (iii) neither the Corporation nor the Broker will be liable for any loss arising out of such sale of the Shares including any loss relating to the pricing, manner or timing of the sales or any delay in transferring any Shares to an Optionee or otherwise.

11.3 The Optionee further acknowledges that the sale price of the Shares will fluctuate with the market price of the Shares and no assurance can be given that any particular price will be received upon any sale.

11.4 The Optionee is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of awards issued under the Plan, and neither the Corporation nor any Affiliate will have any obligation to indemnify or otherwise hold the Optionee (or any beneficiary) harmless from any or all of such taxes or penalties.

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12. Miscellaneous Provisions

12.1 Nothing contained in this Plan will prevent the Board from adopting other or additional Share Compensation Arrangements or compensation arrangements, subject to any required approval.

12.2 The Corporation is not by virtue of this Plan restricted in any way from declaring and paying stock dividends, issuing further Shares, or varying or amending its share capital or corporate structure.

12.3 An Optionee shall not have any rights as a shareholder of the Corporation with respect to any of the Shares covered by such Option until the date of issuance of a certificate for Shares upon the exercise of such Option, in full or in part, and then only with respect to the Shares represented by such certificate or certificates. Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such share certificate is issued.

12.4 Nothing in the Plan or any Option shall confer upon an Optionee any right to continue or be re-elected as a director of the Corporation or any right to continue in the employ of the Corporation or any Affiliate, or affect in any way the right of the Corporation or any Affiliate to terminate their employment at any time; nor shall anything in the Plan or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or any Affiliate, to extend the employment of any Optionee beyond the time which they would normally be retired pursuant to the provisions of any present or future retirement plan of the Corporation or any Affiliate or any present or future retirement policy of the Corporation or any Affiliate, or beyond the time at which they would otherwise be retired pursuant to the provisions of any contract of employment with the Corporation or any Affiliate.

12.5 The Corporation may in its sole discretion appoint from time to time one or more entities to act as administrative agent to administer the Options granted under the Plan and to act as trustee to hold and administer the assets that may be held in respect of Options granted under the Plan, the whole in accordance with the terms and conditions determined by the Board in its sole discretion. The Corporation and the administrative agent will maintain records showing the number of Options granted to each Optionee under the Plan.

12.6 No fractional Shares will be issued upon the exercise of Options granted under this Plan and, accordingly, if an Optionee would become entitled to a fractional Share upon the exercise of an Option, or from an adjustment pursuant to Article 8, such Optionee will only have the right to purchase the next lowest whole number of Shares, and no payment or other adjustment will be made with respect to the fractional interest so disregarded.

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12.7 The Corporation makes no representation or warranty as to the future Market Price of the Shares or with respect to any income tax matters affecting the Optionee resulting from the grant or exercise of an Option and/or transactions in the Shares. Neither the Corporation, nor any of its directors, officers, employees, Shareholders or agents will be liable for anything done or omitted to be done by such person or any other person with respect to the price, time, quantity, approvals or other conditions and circumstances of the issuance of Shares under this Plan, with respect to any fluctuations in the market price of Shares or in any other manner related to this Plan.

12.8 Optionees (and their legal personal representatives) have no legal or equitable rights, claims, or interest in any specific property or assets of the Corporation or any Affiliate. No assets of the Corporation or any Affiliate will be held in any way as collateral security for the fulfillment of the obligations of the Corporation under this Plan. Any and all of the Corporation’s or any Affiliate’s assets are, and remain, the general unpledged, unrestricted assets of the Corporation or Affiliate. The Corporation’s obligation under this Plan is merely that of an unfunded and unsecured promise of the Corporation to pay money in the future, and the rights of Optionees (and their legal personal representatives) are no greater than those of unsecured general creditors.

12.9 The existence of any Options shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Corporation’s capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the Corporation or the rights and conditions attaching thereto or to affect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

12.10 For greater clarity, no amount will be paid to, or in respect of, an Optionee under this Plan or pursuant to any other arrangement, and no additional Options will be granted to such Optionee to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, an Optionee for such purpose.

12.11 In the event that an Option is granted or an Option agreement is executed which does not conform in all particulars with the provisions of the Plan, or purports to grant Options on terms different from those set out in the Plan, the Option or the grant of such Option shall not be in any way void or invalidated (unless the terms of the Option would trigger shareholder approval under Section 9.1(c)), but the Option so granted will be adjusted to become, in all respects, in conformity with the Plan.

12.12 The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

12.13 The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

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13. Effective Date

13.1 This Plan initially became effective on October 8, 1993 and was last amended and restated as of May 17, 2023.

14. Shareholder and Regulatory Approval

14.1 If required by Applicable Law, amendments to the Plan made pursuant to Section 9 shall be subject to ratification by the shareholders of the Corporation to be effected by a resolution passed at a meeting of the shareholders of the Corporation, and to acceptance by the TSX and any other relevant regulatory authority. Any Options granted prior to such ratification and acceptance shall be conditional upon such ratification and acceptance being given and no such Options may be exercised unless and until such ratification and acceptance are given.

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SCHEDULE “A”

ATS CORPORATION

Supplement to 1995 Stock Option Plan for U.S. Taxpayers

This supplement (the “Supplement”) to the 1995 Stock Option Plan of ATS Corporation, as such plan may be further amended and/or amended and restated from time to time (the “Plan”), shall apply to each Optionee who is a United States citizen or United States resident alien as defined for purposes of Section 7701(b)(1)(A) of the U.S. Code or for whom an Option is otherwise subject to taxation under the U.S. Code (each, a “U.S. Taxpayer”). In the event of any inconsistency between the Plan and this Supplement, the terms and conditions of this Supplement shall control and govern Options granted to a U.S. Taxpayer. Capitalized terms not defined in this Supplement shall have the meaning given to such terms in the Plan, the terms and conditions of which are herein incorporated by reference.

Options granted to U.S. Taxpayers generally shall be subject to the requirements of the U.S. Internal Revenue Code of 1986, as amended (the “U.S. Code”).

Options granted to U.S. Taxpayers under the Plan are intended to constitute non-qualified stock options and are not intended to constitute ‘incentive stock options” within the meaning of Section 422 of the U.S. Code. Options granted under the Plan to U.S. Taxpayers are intended to be exempt from Section 409A of the U.S. Code, and all provisions of the Plan will be construed and interpreted in a manner consistent with such intent. In furtherance of the foregoing, (i) “Market Price” as defined in the Plan is intended to constitute “fair market value” for purposes of Section 409A of the U.S. Code; and (ii) any adjustment of such Options under Section 8 of the Plan shall be made in a manner consistent with the requirements of Section 409A of the U.S. Code.

Notwithstanding the foregoing or any provision of the Plan or an option agreement, if any provision of the Plan or an option agreement contravenes Section 409A of the U.S. Code or could cause the Optionee to incur any tax, interest or penalties under Section 409A of the U.S. Code, the Board may, in its sole discretion and without the Optionee’s consent, modify such provision to (i) comply with, or avoid being subject to, Section 409A of the U.S. Code, or to avoid the incurrence of taxes, interest and penalties under Section 409A of the U.S. Code, and/or (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the Optionee of the applicable provision without materially increasing the cost to the Corporation or contravening the provisions of Section 409A of the U.S. Code. This Supplement does not create an obligation on the part of the Corporation to modify the Plan or any option agreement and does not guarantee that the Options will not be subject to taxes, interest and penalties under Section 409A.

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EX-4.4

Exhibit 4.4

ATS CORPORATION

2006 STOCK OPTION PLAN

1. Purpose of the Plan

1.1 The purpose of the Plan is to attract, retain and motivate persons as key service providers to the Corporation and its Affiliates and to advance the interests of the Corporation by providing such persons with the opportunity, through share options, to acquire a proprietary interest in the Corporation.

2. Defined Terms

Where used herein, the following terms shall have the following meanings, respectively.

2.1 “Actively Employed” (or “Active Employment”) refers to an Eligible Person (namely, an Eligible Individual) that is engaged in employment with and is providing services to the Corporation or its Affiliate as an employee. An employee will no longer be considered Actively Employed, and will no longer be considered an Eligible Individual, as of the date their employment ends for any reason, provided that in the case of employees whose employment relationship is governed by the laws of a province of Canada (each a “Canadian Employee”), such date shall be the date their employment ends for any reason or as of the end of their applicable minimum notice period required by relevant employment standards legislation, whichever date is later. For clarity, if a Canadian Employee’s employment ends prior to the expiry of the applicable minimum statutory notice period required by applicable employment standards legislation, they will be considered Actively Employed through to the end of that minimum statutory notice period. An employee will not be considered Actively Employed through any period in which they receive notice (including, for the avoidance of doubt, any period of employment after a notice of termination has been issued) or pay in lieu of notice following the termination of an Eligible Individual’s employment, including during any period of pay in lieu of notice of termination or “garden leave” that is given or ought to have been given under a contract of employment or the common law, except for during a Canadian Employee’s applicable minimum statutory termination notice period as required by applicable employment standards legislation. An Optionee who is also an employee will be considered Actively Employed during any period of statutory leave, or other leave approved by the Corporation or its Affiliate in accordance with its policies and procedures, as may be in place from time to time. For purposes of clarity, an Optionee shall cease to be Actively Employed in the event of Disability (except where such cessation is in conflict with statutory requirements);

2.2 “Administration Platform” means the Shareworks software platform used by the Corporation to assist in the administration of the Plan, or any replacement of or successor platform implemented at the Corporation’s discretion;

2.3 “Affiliate” means any corporation which is an affiliate, as such term is used in Subsection 1(4) of the Business Corporations Act (Ontario), of the Corporation;

2.4 “Applicable Law” means any applicable provision of law, domestic or foreign, including, without limitation, applicable securities legislation, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder and Stock Exchange Rules;

2.5 “Board” means the board of directors of the Corporation, as constituted from time to time;

2.6 “Broker” shall have the meaning attributed thereto in Section 7.1(b) hereof;

2.7 “Business Day” means any day other than a Saturday, a Sunday or a statutory holiday observed in the Province of Ontario;

2.8 “Cause” means (a) in respect of the termination of an Optionee employed in Ontario, wilful misconduct, disobedience or wilful neglect of duty that is not trivial and is not condoned by the Corporation or Affiliate; or (b) in respect of an Optionee employed in another jurisdiction outside of Ontario (i) wilful refusal or wilful failure substantially to perform under any policy or reasonable performance goals set by the Corporation or an Affiliate with respect to Optionee’s job duties or responsibilities, the operation of the Corporation’s or Affiliate’s business and affairs, or the management of the Corporation’s or Affiliate’s employees, within a reasonable time (not to exceed thirty (30) calendar days) after the Corporation or Affiliate has provided a written demand identifying the manner in which Optionee has failed to perform; (ii) Optionee engaging in any act involving gross misconduct, dishonesty, disloyalty, or gross negligence that is materially injurious to the Corporation or Affiliates; (iii) Optionee’s willful and continued breach of, or willful failure substantially to perform under or comply with, any of the material terms and covenants of any other agreement between the Corporation or an Affiliate and Optionee; (iv) Optionee committing any act in competition with or materially detrimental to the best interests of the Corporation or Affiliates; or (v) Optionee being charged with or convicted of a criminal offence that would be reasonably considered to have a negative impact on Employee’s job performance or the reputation or interests (financial or otherwise) of the Corporation or Affiliates;

2.9 “Change in Control” or “Change in Control Event” means the occurrence of any of the following events: (i) the acquisition, directly or indirectly, by any person or group of persons acting jointly or in concert, within the meaning of National Instrument 62-104—Takeover Bids and Issuer Bids (or any successor instrument thereto), of a beneficial interest in voting or equity securities of the Corporation, together with all voting or equity securities of the Corporation at the time held beneficially, directly or indirectly by such person or persons acting jointly or in concert, equal to more than 50% of the votes associated with the outstanding voting securities of the Corporation, provided that no Change in Control Event will be deemed to have occurred if upon completion of any such transaction individuals who were members of the Board immediately prior to the effective date of such transaction constitute a majority of the board of directors of the

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resulting corporation following such effective date; (ii) a merger, consolidation, plan of arrangement or reorganization of the Corporation that results in the beneficial, direct or indirect transfer of more than 50% of the total voting power of the resulting entity’s outstanding securities to a person, or group of persons acting jointly and in concert, who are different from the person(s) that have, beneficially, directly or indirectly, more than 50% of the total voting power prior to such transaction, provided that no Change in Control Event will be deemed to have occurred if upon completion of any such transaction individuals who were members of the Board immediately prior to the effective date of such transaction constitute a majority of the board of directors of the resulting corporation following such effective date; (iii) any sale, lease, exchange or other transfer (in one transaction or series of related transactions) of all or substantially all of the Corporation’s property and assets, (iv) Incumbent Directors (as hereinafter defined) cease to constitute a majority of the Board; (v) the Corporation’s shareholders approving any plan or proposal for the liquidation or dissolution of the Corporation; or (vi) the Board adopts a resolution to the effect that a Change in Control Event has occurred or is imminent. As used herein, “Incumbent Director” shall mean any member of the Board who was a member of the Board immediately prior to the occurrence of a contested election of directors, and includes any successor to an Incumbent Director who is recommended or elected or appointed to succeed an Incumbent Director by the affirmative vote of a majority of the Incumbent Directors then on the Board. For purposes of clarity, a Change in Control shall not be deemed to have occurred in relation to: (i) any share transfer, reorganization, asset transfer, or similar transaction, undertaken in one or a series of transactions, involving only Corporation and/or any of its Affiliates; or (ii) the completion of a treasury offering of securities in the Corporation;

2.10 “Committee” shall have the meaning attributed thereto in Section 3.1 hereof;

2.11 “Corporation” means ATS Corporation and includes any successor corporation thereof;

2.12 “Disability” means a permanent physical or mental incapacity of the Optionee that has prevented the Optionee from performing the duties customarily assigned to the Optionee and that in the opinion of the Corporation, acting on the basis of advice from a duly qualified medical practitioner, is likely to continue;

2.13 “Eligible Person” means:

(i) any director, officer or employee of the Corporation or any Affiliate, or any other Service Provider (an “Eligible Individual”); or

(ii) a corporation controlled by an Eligible Individual, the issued and outstanding voting shares of which are, and will continue to be, beneficially owned, directly or indirectly, by such Eligible Individual and/or the spouse, children and/or grandchildren of such Eligible Individual (an “Employee Corporation”);

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2.14 “Expiry Date” means, in respect of an Option, the latest date on which the Option may be exercised, provided that if at any time the date should be determined to occur either during a period in which the holder of the Option is subject to a restriction on trading in securities of the Corporation under the insider trading policy or other policy of the Corporation (the “Blackout Period”) in effect from time to time or within ten Business Days following such a Blackout Period, such date shall be deemed to be the date that is the tenth Business Day following the date of expiry of the Blackout Period;

2.15 “Good Reason” means:

(i) a substantial diminution in the Optionee’s authorities, duties, responsibilities, status (including officers, titles, and reporting requirements) from those in effect immediately prior to a Change in Control Event;

(ii) the Corporation requires the Optionee to be based at a location in excess of one hundred (100) kilometers from the location of the Optionee’s principal job location or office immediately prior to a Change in Control Event, except for required travel on corporate business or required pursuant to the terms of a written employment or other agreement between the Corporation or an Affiliate and the Optionee, in each case, to an extent substantially consistent with the Optionee’s business obligations immediately prior to a Change in Control Event or to the extent provided for in the Optionee’s employment agreement;

(iii) a reduction in the Optionee’s base salary, or a substantial reduction in the Optionee’s target compensation under any incentive compensation plan, as in effect as of the date of a Change in Control Event; or

(iv) the failure of the Corporation to continue in effect the Optionee’s participation in the Corporation’s Share Compensation Arrangements and any employee benefit and retirement plans, policies or practices, at a level substantially similar or superior to and on a basis consistent with the relative levels of participation of other similarly-positioned employees, as existed immediately prior to a Change in Control Event;

2.16 “Insider” means “reporting insider” as defined in National Instrument 55-104—Insider Reporting Requirements and Exemptions;

2.17 “Market Price” as at any date, means the volume weighted average trading price at which the Shares traded on the TSX (or, if the Shares are then listed and posted for trading on more than one stock exchange, on such stock exchange on which the majority of the trading volume of the Shares occurs) on the five completed trading days immediately preceding such date (calculated by dividing the total value by the total volume of securities traded for such five day period). In the event that the Shares are not listed and posted for trading on any stock exchange, the Market Price shall be the market price of the Shares as determined by the Corporation in its sole discretion, acting reasonably and in good faith;

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2.18 “Non-Executive Director” means any director of the Corporation who is not an employee or officer of the Corporation or any Affiliate;

2.19 “Option” means an option to purchase Shares granted to an Eligible Person under the Plan;

2.20 “Option Price” means the price per Share at which Optioned Shares may be purchased under an Option, as the same may be adjusted from time to time in accordance with Article 8 hereof;

2.21 “Optioned Shares” means the Shares issuable pursuant to an exercise of Options;

2.22 “Optionee” means an Eligible Person to whom an Option has been granted and who continues to hold such Option;

2.23 “Plan” means this 2006 Stock Option Plan of the Corporation, as the same may be further amended, restated or varied from time to time;

2.24 “Retirement” or “Retire” means the retirement of the Optionee from employment with the Corporation or its Affiliate, if all of the following are satisfied:

(i) at age 60 or older after having completed at least 10 years of service to the Corporation or its Affiliate or at such lower age or years of service as determined by the Corporation;

(ii) subject to the discretion of the Corporation to waive this condition, the Optionee not receiving any severance pay, termination pay, compensation in lieu of notice, retiring allowance or equivalent;

(iii) the Optionee cooperating with reasonable transitional support requested by the Corporation or its Affiliate, as applicable;

(iv) the Optionee not commencing full-time employment with an alternative employer without written permission from the Corporation; and

(v) the Optionee abiding by any post-employment restrictions, including non-solicitation and confidentiality, in the Optionee’s written employment agreement or otherwise, having a term of no longer than two years from the date of Retirement;

2.25 “SAR” has the meaning ascribed to it in Section 7.4 hereof;

2.26 “Service Provider” means any person or company engaged by the Corporation or any Affiliate to provide services for an initial, renewable or extended period of 12 months or more and meets the definition of “consultant” as such term is defined in National Instrument 45-106—Prospectus Exemptions;

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2.27 “Share Compensation Arrangement” means a stock option, stock option plan, employee stock purchase plan, long-term incentive plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to one or more Eligible Persons, including a share purchase from treasury by an Eligible Person which is financially assisted by the Corporation or an Affiliate by way of a loan, guarantee or otherwise provided, however, that any such arrangements that do not involve the issuance from treasury or potential issuance from treasury of Shares of the Corporation are not “Share Compensation Arrangements” for the purposes of this Plan;

2.28 “Shares” means the common shares of the Corporation or, in the event of an adjustment contemplated by Article 8 hereof, such other shares or securities to which an Optionee may be entitled upon the exercise of an Option as a result of such adjustment;

2.29 “Stock Exchange Rules” means the applicable rules of any stock exchange or quotation system upon which shares of the Corporation are listed or quoted, as applicable;

2.30 “Successor Entity” shall have the meaning attributed thereto in Section 10.1 hereof;

2.31 “Termination Date” shall have the meaning attributed thereto in Section 6.1 hereof;

2.32 “TSX” means the Toronto Stock Exchange;

2.33 “Vesting”, “Vest”, “Vesting Date”, and “Vested” shall have the meaning attributed thereto in Section 5.2 hereof; and

2.34 “Withholding Obligations” shall have the meaning attributed thereto in Section 11.1 hereof.

3. Administration of the Plan

3.1 To the extent permitted by Applicable Law, the Board may, from time to time, delegate to a committee (the “Committee”) of the Board all or any of the powers conferred on the Board under this Plan. In such event, the Committee will exercise the powers delegated to it by the Board in the manner and on the terms authorized by the Board. If a Committee is appointed for this purpose, all references to the term “Board” in this Plan will be deemed to be references to the Committee where appropriate.

3.2 The Board shall have the power, where consistent with the general purpose and intent of the Plan and subject to the specific provisions of the Plan:

(a) to establish policies and to adopt rules and regulations for carrying out the purposes, provisions and administration of the Plan;

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(b) to interpret and construe the Plan and to determine all questions arising out of the Plan or any Option, and any such interpretation, construction or determination made by the Board shall be final, binding and conclusive for all purposes;

(c) to determine the number of Shares covered by each Option;

(d) to determine the Option Price of each Option;

(e) to determine the time or times when Options will be granted and exercisable;

(f) to determine if the Shares which are issuable on the exercise of an Option will be subject to any restrictions upon the exercise of such Option;

(g) to prescribe the form of the instruments relating to the grant, exercise and other terms of Options; and

(h) to require that directors of the Corporation who are not full-time officers of the Corporation may not be granted a greater number of Options, or Options on different terms, than are contemporaneously being granted to an officer of the Corporation.

The interpretation, construction and application of the Plan and any provisions hereof made by the Board shall be final and binding on all Eligible Participants and on their legal, personal representatives and beneficiaries. No member of the Board shall be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of the Plan or any Option granted hereunder.

3.3 The Board may, in its sole discretion, require as conditions to the grant or exercise of any Option that the Optionee shall have:

(a) represented, warranted and agreed in form and substance satisfactory to the Corporation that they are acquiring and will acquire such Option and the Shares to be issued upon the exercise thereof or, as the case may be, is acquiring such Shares, for their own account, for investment and not with a view to or in connection with any distribution, that they have had access to such information as is necessary to enable him or her to evaluate the merits and risks of such investment and that they are able to bear the economic risk of holding such Shares for an indefinite period;

(b) agreed to restrictions on transfer in form and substance satisfactory to the Corporation and to an endorsement on any option agreement or certificate representing the Shares making appropriate reference to such restrictions; and

(c) agreed to indemnify the Corporation in connection with the foregoing.

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3.4 Any Option granted under the Plan shall be subject to the requirement that, if at any time counsel to the Corporation shall determine that the listing, registration or qualification of the Shares subject to such Option upon any securities exchange or under any law or regulation of any jurisdiction, or the consent or approval of any securities exchange or any governmental or regulatory body, is necessary as a condition of, or in connection with, the grant or exercise of such Option or the issuance or purchase of Shares thereunder, such Option may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval.

3.5 Without limiting the generality of Sections 3.3, 3.4 and 7.2 hereof, for any Optionee that is a resident in the United States of America, Options may not be exercised and Shares may not be issued upon the exercise of the Option unless either (i) the Shares covered by any Option are registered under the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “U.S. Securities Act”) or (ii) the Shares are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act. If the Shares are issued in compliance with an available exemption, the exercise of the Option by such Optionee will be contingent upon receipt from the Optionee of any representation, undertaking, agreement or other documentation in writing satisfactory to the Corporation as may be determined by the Corporation to be necessary to comply with such exemption and Applicable Law. If any such representation, undertaking, agreement or other documentation in writing is required, the Corporation may in its sole discretion inscribe an investment or other legend on the share certificates issued pursuant to the exercise of the Option or, to the extent share certificates are not issued pursuant to such exercise, the Corporation may cause the Corporation’s records to reflect any restrictions applicable to the Shares issued upon exercise of the Option. The issuance of Shares upon the exercise of an Option shall be subject to all Applicable Laws. Provided, however, that an Option shall not be exercisable if at any date of exercise, it is the opinion of counsel for the Corporation that registration of the Shares under the U.S. Securities Act or other Applicable Law is required and the Option shall again become exercisable only if the Corporation elects to and thereafter effects a registration of the Shares subject to the Option under the U.S. Securities Act or other Applicable Law prior to the Expiry Date or earlier termination date of the Option. If the Option may not be exercised, the Corporation shall return to the Optionee, without interest or deduction, any funds received by it in connection with the proposed exercise of the Option.

3.6 Notwithstanding any other provision of the Plan or any applicable option agreement, Options issued in favour of an Optionee who is a U.S. Taxpayer (as defined in Schedule “A” hereto) will also be subject to the terms and conditions set forth in such Schedule “A”.

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4. Shares Subject to the Plan

4.1 Options may be granted in respect of authorized and unissued Shares, provided, that the aggregate number of Shares reserved for issuance upon the exercise of all Options granted under the Plan, subject to any adjustment of such number pursuant to the provisions of Article 8 hereof, shall not exceed 5,159,000 or such greater number of Shares as may be determined by the Board and approved by any relevant stock exchange or other regulatory authority and, if required, by the shareholders of the Corporation. Any Optioned Shares which for any reason are cancelled or terminated without having been exercised shall again be available for grants under the Plan.

5. Eligibility; Grant; Terms of Options

5.1 Options may be granted by the Board to any Eligible Person.

5.2 Subject as herein and otherwise specifically provided in this Article 5, the number of Shares subject to each Option, the Option Price of each Option, the Expiry Date of each Option, the extent to which each Option is exercisable from time to time during the term of the Option (when an Option becomes exercisable being referred to herein as “Vesting” or “Vest” and each date upon which one or more Options becomes exercisable being referred to as a “Vesting Date” and an Option that is exercisable being referred to as a “Vested” Option) and other terms and conditions relating to each such Option shall be determined by the Board. The Board may, in its sole discretion, subsequent to the time of granting Options hereunder, permit an Optionee to exercise any or all of the Options then outstanding which have not Vested, in which event all such Options then outstanding and granted to the Optionee which had not Vested shall be deemed to be immediately exercisable during such period of time as may be specified by the Board.

5.3 If a grant of an Option is approved by the Board on a date that is outside of a Blackout Period and not within 5 trading days after the end of a Blackout Period, the option grant shall be effective as of the date of approval by the Board unless another effective date is set by the Board in its sole discretion, provided that if such other date as set by the Board falls within a Blackout Period or within 5 trading days after the end of a Blackout Period (a “No Grant Period”) the effective date of the grant shall be the Deferred Date. If a grant of an Option is approved by the Board during a No Grant Period the option grant shall be effective on the date set by the Board, provided that if the effective date of the grant is not specifically set by the Board or is set at a date that falls within a No Grant Period, the effective date of the grant shall be the Deferred Date. For the purposes of this Section 5.3 “Deferred Date” means the first day following the applicable No Grant Period that is not within a Blackout Period and falls six (6) trading days after the end of the most recently concluded Blackout Period. Subject to any adjustments pursuant to the provisions of Article 8 hereof, the Option Price of any Option shall in no circumstances be lower than the Market Price determined as of the effective date of the grant of the Option. If, as and when any Shares have been duly purchased and paid for under the terms of an Option, such Shares shall be conclusively deemed allotted and issued as fully paid non-assessable Shares at the price paid therefor.

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5.4 The term of an Option shall not exceed 10 years from the date of the grant of the Option.

5.5 No Options shall be granted to any Eligible Person if the total number of Shares issuable to such Optionee under this Plan, together with any Shares reserved for issuance to such Optionee under other Share Compensation Arrangements, would exceed 5% of the issued and outstanding Shares.

5.6 An Option is personal to the Optionee and non-assignable (whether by operation of law or otherwise), except as provided for herein. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of an Option contrary to the provisions of the Plan, or upon the levy of any attachment or similar process upon an Option, the Option shall, at the election of the Corporation, cease and terminate and be of no further force or effect whatsoever.

5.7 No Options shall be granted to any Optionee if such grant could result, at any time, in:

(a) the aggregate number of Shares issuable to Insiders at any time and issued to Insiders within the one-year period prior to such time pursuant to Options or other Share Compensation Arrangements exceeding 10% of the issued and outstanding Shares;

(b) the aggregate number of Shares reserved for issuance pursuant to Options granted under this Plan or any other Share Compensation Arrangement to Non-Executive Directors exceeding (i) 0.5% of the issued and outstanding Shares; or (ii) exceeding an award value of $100,000 per Non-Executive Director per calendar year; or

(c) the issuance to any one Insider and such Insider’s associates, within a one-year period, pursuant to Options or any other Share Compensation Arrangement of an aggregate number of Shares exceeding 5% of the issued and outstanding Shares.

6. Termination of Employment; Death

6.1 Subject to Sections 6.2 and 6.3 and to any express resolution passed by the Board with respect to an Option, any Options which have not Vested shall cease to Vest and shall expire and terminate on the Termination Date and any Vested Options shall cease to be capable of being exercised and shall expire and terminate on the date which is the earlier of: (i) in the case of a termination contemplated by clauses (a) and (b) below, thirty (30) days following the Termination Date; (ii) in the case of a termination contemplated by clause (c) below, the Termination Date, unless another date, such other date not to be later that sixty (60) days after the Termination Date, is determined by the Corporation by notice to the Optionee in writing within such sixty (60) day period; and (iii) the original Expiry Date of the Option. For greater clarity, in the event the deadline imposed in paragraphs (i) and (ii) above falls within a Blackout Period, the applicable date for such Options ceasing to be capable of being exercised shall be deemed to be extended to the tenth Business Day following the date of expiry of such Blackout Period.    

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“Termination Date” shall refer to the date upon which the Optionee ceases to be Actively Employed by the Corporation or any Affiliate for any reason, or otherwise ceases to actively serve the Corporation or any Affiliate for any reason, including because of:

(a) resignation;

(b) termination of employment without Cause, regardless of whether (i) the termination is lawful, (ii) the Optionee has received or continues to receive pay in lieu of notice or equivalent beyond the period required by relevant employment standards legislation, or (iii) the former employee is awarded damages of any kind in connection with such termination;

(c) termination for Cause;

(d) Disability; and

(e) death.

6.2 Unless the Board, in its sole discretion, determines otherwise at the time of the granting of Options hereunder, the following provisions shall apply to all Options granted hereunder:

(a) If an Optionee shall Retire, or terminate their employment or directorship under circumstances equating to Retirement, any Options held by the Optionee which have not Vested as at the Termination Date will continue to Vest in accordance with their Vesting schedules, and Options held by the Optionee at the Termination Date may, once Vested, be exercised at any time prior to the original Expiry Date of the Option, provided that if the Optionee is determined to have breached any post-employment restrictive covenants in favour of the Corporation, then any Options held by the Optionee that have not Vested at the time the post-employment restrictive covenant is breached, will immediately expire.

(b) If an Optionee ceases to be Actively Employed by the Corporation on account of Disability, a portion of any Options held by the Optionee which have not Vested effective as at the Termination Date shall continue to Vest in accordance with their Vesting schedules and may, once Vested, be exercised by the Optionee at any time prior to the original Expiry Date of the Option, provided that, the portion of those Options that had not Vested as at the Termination Date and that will Vest on a Vesting Date will be based on a formula equal to the product of (A) the number of Options that would Vest on the Vesting Date absent the Optionee ceasing to be an Eligible Person on account of Disability, multiplied by (B) a fraction, the numerator of which is the number of days from the date of grant of the Option in question to the date of Disability of the Optionee and the denominator of which is the number of days from the date of grant of the Option in question to the applicable Vesting Date.

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(c) In the event that an Optionee commits an act of bankruptcy or any proceeding is commenced against the Optionee under the Bankruptcy and Insolvency Act (Canada) or other applicable bankruptcy or insolvency legislation in force at the time of such bankruptcy and such proceeding remains undismissed for a period of thirty (30) days, no Vested Option held by such Optionee may be exercised following the date on which such Optionee commits such act of bankruptcy or such proceeding remains undismissed, as the case may be.

6.3 If an Optionee shall die holding one or more Options, all Options which have not Vested will immediately Vest and all Options may be exercised by their personal representatives, heirs or legatees, at any time within the earlier of (i) six months after the date of such death; and (ii) the original Expiry Date of the Option.

6.4 For greater clarity, Options shall not be affected by any change of position of the Optionee or by the Optionee ceasing to be a director of the Corporation or any Affiliate provided that the Optionee continues to be Actively Employed by the Corporation or any Affiliate.

6.5 For the purposes of this Article 6, a determination by the Board as to whether or not circumstances constitute “Cause”, “Disability” or “Retirement” shall be binding on the Optionee.

6.6 The Board may, by resolution, but subject to applicable regulatory requirements, decide that any of the provisions hereof concerning the effect of termination of the Optionee’s employment shall not apply to any Optionee for any reason acceptable to the Board.

6.7 If the Optionee is an Employee Corporation, the references to the Optionee in this Article 6 shall be deemed to refer to the Eligible Individual associated with the Employee Corporation.

7. Exercise of Options

7.1 An Optionee may elect to exercise a Vested Option (that has not terminated or expired) pursuant to either of the following methods, or a combination of the two:

(a) Cash Exercise: An Optionee may exercise a Vested Option by electing on the Administration Platform to pay cash in exchange for delivery of the Optioned Shares. As a condition of delivery of the Optioned Shares, the Optionee shall deliver payment to the Corporation of payment in full, by electronic payment (or such other method as the Corporation may agree to in its discretion), of the aggregate of: (i) the Option Price of the

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Shares then being purchased; (ii) sufficient funds to cover applicable required Withholding Obligations; and (iii) such additional amount(s), which may include transaction fees, as notified by the Administration Platform and/or the Corporation. Subject to any provisions of the Plan to the contrary, certificates for such Shares shall be issued and delivered to the Optionee within a reasonable time following receipt of such election and payment.

(b) Cashless Exercise: An Optionee may elect on the Administration Platform, in their sole discretion, to undertake a broker assisted “cashless exercise” pursuant to which the Corporation or its designee (including third party administrators) may deliver a copy of irrevocable instructions to a broker engaged by the Corporation for such purposes (the “Broker”) to sell the Optioned Shares otherwise deliverable upon the exercise of the Options and to deliver promptly to the Corporation an amount equal to the Option Price and all applicable required Withholding Obligations against delivery of the Shares to settle the applicable trade. An Optionee who elects the cashless exercise of Options is deemed to have assigned to the Broker such Optionee’s right to receive Shares and is deemed to release the Corporation from any further obligation to issue Shares to such Optionee in respect of the Options exercised in exchange for cash and neither the Corporation nor the Broker will be liable for any loss arising out of such sale of the Shares, including any loss relating to the pricing, manner or timing of the sale of the Shares or transferring any Shares or otherwise. Furthermore, each Optionee acknowledges that (i) certain fees, including transaction, brokerage and wire fees may be payable by the Optionee as notified via the Administration Platform; and (ii) the Broker assisted cashless exercise mechanism has been developed for their convenience and accordingly shall indemnify and hold harmless the Corporation and Broker for any losses, liabilities, claims, damages, costs, charges or expenses which either the Corporation or Broker may incur arising directly or indirectly by reason of the “cashless exercise” of the Options.

7.2 Notwithstanding any of the provisions contained in the Plan or in any Option, the Corporation’s obligation to issue Shares to an Optionee pursuant to the exercise of any Option shall be subject to compliance with Applicable Law and:

(a) completion of such registration or other qualification of such Shares or compliance with the terms and conditions of an applicable exemption from registration or qualification and obtaining approval of such governmental or regulatory authority as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof;

(b) the admission of such Shares to listing on any stock exchange on which the Shares may then be listed;

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(c) the receipt from the Optionee of such representations, warranties, agreements and undertakings, as the Corporation determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction; and

(d) the satisfaction of any conditions on exercise prescribed pursuant to Article 3 hereof.

7.3 Options shall be evidenced by a share option agreement in a form not inconsistent with this Plan as the Board or the officer of the Corporation executing such agreement, may from time to time determine provided that the substance of Article 5 be included therein, and such agreement may include, without limitation, terms with respect to the (i) cancellation of Options and the forfeiture of Options by Optionees; (ii) repayment by Optionees to the Corporation of any profits realized upon the exercise of Options, in each case upon the occurrence of any events specified in such agreement; and (iii) such other terms and conditions not contrary to the terms of this Plan.

7.4 At the discretion of the Corporation, an Option granted under the Plan may have connected therewith, at the time of grant, a number of stock appreciation rights (a “SAR” or “SARs”) equal to the number of Shares covered by the Option in respect of which the Option has not then been exercised. Each such SAR in respect of a Share shall entitle the Optionee to surrender to the Corporation, unexercised, the right to subscribe for such Share pursuant to the related Option and to receive from the Corporation cash in an amount equal to the excess of the Market Price over the Option Price of the related Option. Upon exercise of a SAR in respect of a Share covered by a related Option, that Option in respect of such Share shall immediately cease and terminate and be of no further force or effect. Unexercised SARs shall terminate when the related Option is exercised or the Option terminates.

8. Certain Adjustments

8.1 In the event that the Shares are at any time changed or affected as a result of the declaration of a stock dividend or other distribution thereon or their subdivision or consolidation, the number of Shares reserved for Option grants under this Plan shall be adjusted accordingly by the Board to such extent as it deems proper in its sole discretion. In such event, the number of, and the Option Price for, any Shares that are then subject to Option may also be adjusted by the Board to such extent, if any, as it deems proper in its sole discretion.

8.2 If at any time after the grant of an Option to any Optionee and prior to the expiration of the term of such Option, the Shares shall be reclassified, reorganized or otherwise changed, otherwise than as specified in Section 8.1, the Optionee shall be entitled to receive upon the subsequent exercise of their Option in accordance with the terms hereof and shall accept in lieu of the number of Shares to which they were theretofore entitled upon such exercise but for the same aggregate consideration payable therefor, the aggregate number of shares of the appropriate class and/or other securities of the Corporation and/or other consideration from the Corporation that the Optionee would have been entitled to receive as a result of such reclassification, reorganization or other change, if on the record date of such reclassification, reorganization or other change they had been the registered holder of the number of Shares to which they were theretofore entitled upon such exercise.

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9. Amendment or Discontinuance of the Plan

9.1 The Corporation shall have the power to, at any time and from time to time either prospectively or retrospectively, amend, suspend or terminate the Plan or any Option granted under the Plan, provided that:

(a) any such amendment, suspension or termination is subject to any approvals required under Applicable Law;

(b) no such amendment, suspension or termination shall be made at any time to the extent such action would materially adversely affect the existing rights of an Optionee with respect to any then outstanding Option, as determined by the Board acting in good faith, without consent in writing, except to the extent required by Applicable Law; and

(c) any such amendment in respect of the following shall become effective only upon shareholder approval thereof:

(i) any amendment to the maximum number of Shares specified in Section 4.1 in respect of which Options may be granted under the Plan (other than pursuant to Article 8);

(ii) any amendment that would reduce the Option Price at which Options may be granted below the price provided for in Section 5.3 (other than pursuant to Article 8);

(iii) any amendment that would increase any of the percentage limits in Sections 5.5 or 5.7;

(iv) any amendment that would increase the maximum term of an Option set forth in Section 5.4;

(v) any amendment that would extend the term of any outstanding Option granted to a date beyond the Expiry Date;

(vi) any amendment that would reduce the Option Price of an outstanding Option (other than pursuant to Article 8) or the cancellation of an Option and the related reissue to the holder of such Option of a new Option in replacement thereof;

(vii) any amendment which would permit an Option to be transferable or assignable other than for normal estate settlement purposes;

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(viii) any amendment to the definition of “Eligible Person” or any defined term used therein that would expand the scope of the term “Eligible Person”;

(x) any amendment to Section 9.1.

9.2 Notwithstanding the provisions of this Article 9, should changes be required to the Plan by any securities commission, stock exchange or other governmental or regulatory body of any jurisdiction to which the Plan or the Corporation now is or hereafter becomes subject, such changes shall be made to the Plan as are necessary to conform with such requirements and, if such changes are approved by the Board, the Plan, as amended, shall be filed with the records of the Corporation and shall remain in full force and effect in its amended form as of and from the date of its adoption by the Board.

9.3 Notwithstanding any other provision of this Plan, the Board may at any time by resolution terminate this Plan, in such event, all Options then outstanding and granted to an Optionee may be exercised by the Optionee for a period of thirty (30) days after the date on which the Corporation shall have notified all Optionees of the termination of this Plan, but only to the same extent as the Optionee could have exercised such Options immediately prior to the date of such notification.

10. Change in Control

10.1 Subject to Section 10.3 and except as otherwise provided in a written employment or other agreement between the Corporation or an Affiliate and an Optionee, in the event of a Change in Control the Corporation will take such steps as are reasonably necessary or desirable in an effort to cause all Options then outstanding to be substituted by or replaced with stock options of the acquiring, successor, or surviving entity, or any Affiliate thereof (hereinafter collectively referred to as the “Successor Entity”), having substantially equivalent economic value and on substantially similar terms and conditions as the original Options.

10.2 Except for any greater right(s) provided for in a written employment or other agreement between the Corporation or an Affiliate and an Optionee, if within 12 months of a Change in Control Event, an Optionee ceases to be an Eligible Participant due to termination by the Corporation or any Successor Entity of the Optionee’s employment or engagement with the Corporation or Successor entity without Cause, or the Optionee resigns from his or her employment for Good Reason, the Vesting of all Options then held by such Optionee, including any substitute or replacement options issued by the Successor Entity (and, if applicable, the time during which such Options may be exercised), will be accelerated in full and may be exercised within 30 days of the Termination.

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10.3 Except as otherwise provided in a written employment or other agreement between the Corporation or an Affiliate and an Optionee, if, in the event of a proposed Change in Control:

(a) the required steps to cause the substitution or replacement of Options under Section 10.1 are not being taken by the parties with the authority to take such steps, including without limitation, by any Successor Entity;

(b) the Board determines, acting reasonably, that the substitution or replacement contemplated in Section 10.1 is impossible or not practicable;

(c) the Board determines, acting reasonably, that the substitution or replacement contemplated in Section 10.1 above would give rise to adverse tax results; or

(d) the securities of the Successor Entity are not (or, upon the occurrence of the Change in Control Event, will not be) listed and posted for trading on a recognizable stock exchange;

then the Vesting of all then outstanding Options will, unless otherwise determined by the Board, be accelerated in full and any such accelerated Options may be exercised by the Optionee at any time after the Optionee receives written notice from the Board of such accelerated Vesting and prior to the occurrence of the Change in Control Event; provided, however, that such accelerated Vesting or exercise shall be conditional on the consummation of such Change in Control Event. If the Change in Control Event is consummated, the Board will have the power, in its sole discretion, to terminate, immediately following actual completion of such Change in Control Event and on such terms as it sees fit, any outstanding Options, including any Options not accelerated or exercised.

10.4 The obligations of the Corporation under the Plan shall be binding upon any surviving corporation (or any Affiliate thereof) or Successor Entity resulting from a Change in Control Event.

11. Tax Withholdings

11.1 Notwithstanding any other provision contained in this Plan, in connection with the exercise of an Option by an Optionee from time to time, the Corporation may withhold from any amount payable to an Optionee, including the issuance of Shares to an Optionee upon the exercise of such Optionee’s Options, such amounts as are required by law to be withheld or deducted as a consequence of their exercise of Options or other participation in this Plan (“Withholding Obligations”). The Corporation has the right, in its sole discretion, to satisfy any Withholding Obligations by:

(a) selling or causing to be sold, on behalf of any Optionee, such number of Shares issued to the Optionee on the exercise of Options as is sufficient to fund the Withholding Obligations;

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(b) retaining the amount necessary to satisfy the Withholding Obligations from any amount which would otherwise be delivered, provided or paid to the Optionee by the Corporation, whether under this Plan or otherwise;

(c) requiring the Optionee, as a condition of exercise pursuant to Section 7.1(a) to (i) remit the amount of any such Withholding Obligations to the Corporation in advance; or (ii) reimburse the Corporation for any such Withholding Obligations;

(d) requiring the Optionee, as a condition of exercise pursuant to Section 7.1(b), to cause the Broker who sells Shares acquired by the Optionee on behalf of the Optionee to withhold from the proceeds realized from such sale the amount required to satisfy any such Withholding Obligation and to remit such amount directly to the Corporation; and/or

(e) making such other arrangements as the Corporation may reasonably require.

11.2 The sale of Shares by the Corporation or by a Broker under Section 7.1(b) or Section 11.1 above will be made on the TSX or such other stock exchange on which the Shares are trading. The Optionee consents to such sale and grants to the Corporation or the Broker, as applicable, an irrevocable power of attorney to effect the sale of such Shares on their behalf and acknowledges and agrees that (i) the number of Shares sold will be, at a minimum, sufficient to fund the Withholding Obligations net of all selling costs, which costs are the responsibility of the Optionee and which the Optionee hereby authorizes to be deducted from the proceeds of such sale; (ii) in effecting the sale of any such Shares, the Corporation or the Broker will exercise its sole judgment as to the timing and the manner of sale and will not be obligated to seek or obtain a minimum price unless the Optionee has specified a minimum price as part of its election made pursuant to Section 7.1(b); and (iii) neither the Corporation nor the Broker will be liable for any loss arising out of such sale of the Shares including any loss relating to the pricing, manner or timing of the sales or any delay in transferring any Shares to an Optionee or otherwise.

11.3 The Optionee further acknowledges that the sale price of the Shares will fluctuate with the market price of the Shares and no assurance can be given that any particular price will be received upon any sale.

11.4 The Optionee is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of awards issued under the Plan, and neither the Corporation nor any Affiliate will have any obligation to indemnify or otherwise hold the Optionee (or any beneficiary) harmless from any or all of such taxes or penalties.

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12. Miscellaneous Provisions

12.1 Nothing contained in this Plan will prevent the Board from adopting other or additional Share Compensation Arrangements or compensation arrangements, subject to any required approval.

12.2 The Corporation is not by virtue of this Plan restricted in any way from declaring and paying stock dividends, issuing further Shares, or varying or amending its share capital or corporate structure.

12.3 An Optionee shall not have any rights as a shareholder of the Corporation with respect to any of the Shares covered by such Option until the date of issuance of a certificate for Shares upon the exercise of such Option, in full or in part, and then only with respect to the Shares represented by such certificate or certificates. Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such share certificate is issued.

12.4 Nothing in the Plan or any Option shall confer upon an Optionee any right to continue or be re-elected as a director of the Corporation or any right to continue in the employ of the Corporation or any Affiliate, or affect in any way the right of the Corporation or any Affiliate to terminate their employment at any time; nor shall anything in the Plan or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or any Affiliate, to extend the employment of any Optionee beyond the time which they would normally be retired pursuant to the provisions of any present or future retirement plan of the Corporation or any Affiliate or any present or future retirement policy of the Corporation or any Affiliate, or beyond the time at which they would otherwise be retired pursuant to the provisions of any contract of employment with the Corporation or any Affiliate.

12.5 The Corporation may in its sole discretion appoint from time to time one or more entities to act as administrative agent to administer the Options granted under the Plan and to act as trustee to hold and administer the assets that may be held in respect of Options granted under the Plan, the whole in accordance with the terms and conditions determined by the Board in its sole discretion. The Corporation and the administrative agent will maintain records showing the number of Options granted to each Optionee under the Plan.

12.6 No fractional Shares will be issued upon the exercise of Options granted under this Plan and, accordingly, if an Optionee would become entitled to a fractional Share upon the exercise of an Option, or from an adjustment pursuant to Article 8, such Optionee will only have the right to purchase the next lowest whole number of Shares, and no payment or other adjustment will be made with respect to the fractional interest so disregarded.

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12.7 The Corporation makes no representation or warranty as to the future Market Price of the Shares or with respect to any income tax matters affecting the Optionee resulting from the grant or exercise of an Option and/or transactions in the Shares. Neither the Corporation, nor any of its directors, officers, employees, Shareholders or agents will be liable for anything done or omitted to be done by such person or any other person with respect to the price, time, quantity, approvals or other conditions and circumstances of the issuance of Shares under this Plan, with respect to any fluctuations in the market price of Shares or in any other manner related to this Plan.

12.8 Optionees (and their legal personal representatives) have no legal or equitable rights, claims, or interest in any specific property or assets of the Corporation or any Affiliate. No assets of the Corporation or any Affiliate will be held in any way as collateral security for the fulfillment of the obligations of the Corporation under this Plan. Any and all of the Corporation’s or any Affiliate’s assets are, and remain, the general unpledged, unrestricted assets of the Corporation or Affiliate. The Corporation’s obligation under this Plan is merely that of an unfunded and unsecured promise of the Corporation to pay money in the future, and the rights of Optionees (and their legal personal representatives) are no greater than those of unsecured general creditors.

12.9 The existence of any Options shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Corporation’s capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the Corporation or the rights and conditions attaching thereto or to affect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

12.10 For greater clarity, no amount will be paid to, or in respect of, an Optionee under this Plan or pursuant to any other arrangement, and no additional Options will be granted to such Optionee to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, an Optionee for such purpose.

12.11 In the event that an Option is granted or an Option agreement is executed which does not conform in all particulars with the provisions of the Plan, or purports to grant Options on terms different from those set out in the Plan, the Option or the grant of such Option shall not be in any way void or invalidated (unless the terms of the Option would trigger shareholder approval under Section 9.1(c)), but the Option so granted will be adjusted to become, in all respects, in conformity with the Plan.

12.12 The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

12.13 The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

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13. Effective Date

13.1 This Plan initially became effective on October 27, 2006 and was last amended and restated as of May 17, 2023.

14. Shareholder and Regulatory Approval

14.1 If required by Applicable Law, amendments to the Plan made pursuant to Section 9 shall be subject to ratification by the shareholders of the Corporation to be effected by a resolution passed at a meeting of the shareholders of the Corporation, and to acceptance by the TSX and any other relevant regulatory authority. Any Options granted prior to such ratification and acceptance shall be conditional upon such ratification and acceptance being given and no such Options may be exercised unless and until such ratification and acceptance are given.

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SCHEDULE “A”

ATS CORPORATION

Supplement to 2006 Stock Option Plan for U.S. Taxpayers

This supplement (the “Supplement”) to the 2006 Stock Option Plan of ATS Corporation, as such plan may be further amended and/or amended and restated from time to time (the “Plan”), shall apply to each Optionee who is a United States citizen or United States resident alien as defined for purposes of Section 7701(b)(1)(A) of the U.S. Code or for whom an Option is otherwise subject to taxation under the U.S. Code (each, a “U.S. Taxpayer”). In the event of any inconsistency between the Plan and this Supplement, the terms and conditions of this Supplement shall control and govern Options granted to a U.S. Taxpayer. Capitalized terms not defined in this Supplement shall have the meaning given to such terms in the Plan, the terms and conditions of which are herein incorporated by reference.

Options granted to U.S. Taxpayers generally shall be subject to the requirements of the U.S. Internal Revenue Code of 1986, as amended (the “U.S. Code”).

Options granted to U.S. Taxpayers under the Plan are intended to constitute non-qualified stock options and are not intended to constitute ‘incentive stock options” within the meaning of Section 422 of the U.S. Code. Options granted under the Plan to U.S. Taxpayers are intended to be exempt from Section 409A of the U.S. Code, and all provisions of the Plan will be construed and interpreted in a manner consistent with such intent. In furtherance of the foregoing, (i) “Market Price” as defined in the Plan is intended to constitute “fair market value” for purposes of Section 409A of the U.S. Code; and (ii) any adjustment of such Options under Section 8 of the Plan shall be made in a manner consistent with the requirements of Section 409A of the U.S. Code.

Notwithstanding the foregoing or any provision of the Plan or an option agreement, if any provision of the Plan or an option agreement contravenes Section 409A of the U.S. Code or could cause the Optionee to incur any tax, interest or penalties under Section 409A of the U.S. Code, the Board may, in its sole discretion and without the Optionee’s consent, modify such provision to (i) comply with, or avoid being subject to, Section 409A of the U.S. Code, or to avoid the incurrence of taxes, interest and penalties under Section 409A of the U.S. Code, and/or (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the Optionee of the applicable provision without materially increasing the cost to the Corporation or contravening the provisions of Section 409A of the U.S. Code. This Supplement does not create an obligation on the part of the Corporation to modify the Plan or any option agreement and does not guarantee that the Options will not be subject to taxes, interest and penalties under Section 409A.

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EX-4.5

Exhibit 4.5

ATS CORPORATION

RESTRICTED SHARE UNIT PLAN

May 17, 2023

RESTRICTED SHARE UNIT PLAN

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions

For purposes of this Plan:

(a) “Account” means an account maintained by the Corporation for each Participant and which will be credited with RSUs in accordance with the terms of this Plan;

(b) “Actively Employed” (or “Active Employment”) refers to an Eligible Employee that is engaged in employment with and is providing services to the Corporation or its Affiliate as an employee. Except as may be required by applicable employment standards legislation, an employee will no longer be considered Actively Employed, and will no longer be considered an Eligible Employee, as of the date their employment ends for any reason provided that in the case of employees whose employment relationship is governed by the laws of a province of Canada (each a “Canadian Employee”), such date shall be the date their employment ends for any reason or as of the end of their applicable minimum notice period required by relevant employment standards legislation, whichever date is later. For clarity, if a Canadian Employee’s employment ends prior to the expiry of the applicable minimum statutory notice period required by applicable employment standards legislation, they will be considered Actively Employed through to the end of that minimum statutory notice period. An employee will not be considered Actively Employed through any period in which they receive notice (including, for the avoidance of doubt, any period of employment after a notice of termination has been issued) or pay in lieu of notice following the termination of an Eligible Employee’s employment, including during any period of pay in lieu of notice of termination that is given or ought to have been given under a contract of employment or the common law, except for during a Canadian Employee’s applicable minimum statutory termination notice period as required by applicable employment standards legislation. A Participant will be considered Actively Employed during any period of statutory leave, or other leave approved by the Corporation or its Affiliate in accordance with its policies and procedures, as may be in place from time to time. For purposes of clarity, a Participant shall cease to be Actively Employed in the event of Disability (except where such cessation is in conflict with statutory requirements);

(c) “Administrator” means any one of the Chief Executive Officer, Chief Financial Officer, or General Counsel of the Corporation;

(d) “Affiliate” means any corporation which is an affiliate, as such term is used in Subsection 1(4) of the Business Corporations Act (Ontario), of the Corporation;

(e) “Applicable Law” means any applicable provision of law, domestic or foreign, including, without limitation, applicable securities legislation, together with all regulations, rules;

(f) “Award” means an RSU granted under this Plan;

(g) “Award Date” means the date or dates on which an Award of RSUs is granted to a Participant in accordance with Section 4.1;

(h) “Board” means the board of directors of the Corporation, as constituted from time to time;

(i) “Cause” means (a) in respect of the termination of a Participant employed in Ontario, wilful misconduct, disobedience or wilful neglect of duty that is not trivial and is not condoned by the Corporation or Affiliate; or (b) in respect of a Participant employed in another jurisdiction outside of Ontario (i) wilful refusal or wilful failure substantially to perform under any policy or reasonable performance goals set by the Corporation or an Affiliate with respect to Participant’s job duties or responsibilities, the operation of the Corporation’s or Affiliate’s business and affairs, or the management of the Corporation’s or Affiliate’s employees, within a reasonable time (not to exceed thirty (30) calendar days) after the Corporation or Affiliate has provided a written demand identifying the manner in which Participant has failed to perform; (ii) Participant engaging in any act involving gross misconduct, dishonesty, disloyalty, or gross negligence that is materially injurious to the Corporation or Affiliates; (iii) Participant’s willful and continued breach of, or willful failure substantially to perform under or comply with, any of the material terms and covenants of any other agreement between the Corporation or an Affiliate and Participant; (iv) Participant committing any act in competition with or materially detrimental to the best interests of the Corporation or Affiliates; or (v) Participant being charged with or convicted of a criminal offence that would be reasonably considered to have a negative impact on Participant’s job performance or the reputation or interests (financial or otherwise) of the Corporation or Affiliates;

(j) “Change in Control” or “Change in Control Event” means the occurrence of any of the following events: (i) the acquisition, directly or indirectly, by any person or group of persons acting jointly or in concert, within the meaning of National Instrument 62-104—Takeover Bids and Issuer Bids (or any successor instrument thereto), of a beneficial interest in voting or equity securities of the Corporation, together with all voting or equity securities of the Corporation at the time held beneficially, directly or indirectly by such person or persons acting jointly or in concert, equal to more than 50% of the votes associated with the outstanding voting securities of the Corporation, provided that no Change in Control Event will be deemed to have occurred if upon completion of any such transaction individuals who were members of the Board immediately prior to the effective date of such transaction constitute a majority of the board of directors of the resulting corporation following such effective date; (ii) a merger, consolidation, plan of arrangement or reorganization of the Corporation that results in the beneficial, direct or indirect transfer of more than 50% of the total voting power of the resulting entity’s outstanding securities to a person, or group of persons acting jointly and in concert, who are different from the person(s) that have, beneficially, directly or indirectly, more than 50% of the total voting power prior to such transaction, provided that no Change in Control Event will be deemed to have occurred if upon completion of any such transaction individuals who were members of the Board immediately prior to the effective date of such transaction constitute a majority of the board of directors of the resulting corporation following such effective date; (iii) any sale, lease, exchange or other transfer (in one transaction or series of related transactions) of all or substantially all of the Corporation’s property and assets, (iv) Incumbent Directors (as hereinafter defined) cease to constitute a majority of the Board; (v) the Corporation’s shareholders approving any plan or proposal for the liquidation or dissolution of the Corporation; or (vi) the Board adopts a resolution to the effect that a Change in Control Event has occurred or is imminent. As used herein, “Incumbent Director” shall mean any member of the Board who was a member of the Board immediately prior to the occurrence of a contested election of directors, and includes any successor to an Incumbent Director who is recommended or elected or appointed to succeed an Incumbent Director by the affirmative vote of a majority of the Incumbent Directors then on the Board. For purposes of clarity, a Change in Control shall not be deemed to have occurred in relation to: (i) any share transfer, reorganization, asset transfer, or similar transaction, undertaken in one or a series of transactions, involving only Corporation and/or any of its Affiliates; or (ii) the completion of a treasury offering of securities in the Corporation;

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(k) “Code” means the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder;

(l) “Committee” has the meaning ascribed thereto in Section 2.4;

(m) “Common Share” means the common shares of the Corporation or, in the event of an adjustment contemplated by Article 5.1 hereof, such other shares or securities to which a Participant may be entitled upon the settlement of an RSU as a result of such adjustment;

(n) “Corporation” means ATS Corporation and includes any successor corporation thereof;

(o) “Disability” means a permanent physical or mental incapacity of the Participant that has prevented the Participant from performing the duties customarily assigned to the Participant and that in the opinion of the Corporation, acting on the basis of advice from a duly qualified medical practitioner, is likely to continue;

(p) “Dividend Equivalent” means a bookkeeping entry whereby each RSU that is outstanding as of the dividend record date is credited with the equivalent amount of the dividend paid on a Common Share in accordance with Section 4.2;

(q) “Dividend Market Value” means the Fair Market Value per Common Share on the dividend record date;

(r) “Eligible Employee” means any employee or designated contractor of the Corporation or any Affiliate;

(s) “Exchange” means the stock exchange on which the Common Shares are listed and posted for trading and if the Common Shares are listed and posted for trading on more than one stock exchange, means the stock exchange on which the majority of the trading volume of the Common Shares occurs during the applicable calculation period. Such stock exchange(s) are to be used for purposes of the calculation of Fair Market Value under this Plan or any volume-weighted average trading price or other calculation of share value called for under an RSU Agreement;

(t) “Fair Market Value” as at any date, means the volume weighted average trading price of the Common Shares on the twenty (20) completed trading days on the Exchange immediately preceding such date. In the event that the Common Shares are not listed and posted for trading on any stock exchange, the Fair Market Value shall be the fair market value of the Common Shares as determined by the Corporation in its sole discretion, acting reasonably and in good faith;

(u) “Forfeiture Date” means the date on which a Participant ceases to be a Participant pursuant to Section 4.5, as determined by the Board or the Administrator in accordance with this Plan;

(v) “Good Reason” means:

(i) a substantial diminution in the Participant’s authorities, duties, responsibilities, status (including officer, titles, and reporting requirements) from those in effect immediately prior to a Change in Control Event;

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(ii) the Corporation requires the Participant to be based at a location in excess of one hundred (100) kilometers from the location of the Participant’s principal job location or office immediately prior to a Change in Control Event, except for required travel on corporate business or required pursuant to the terms of a written employment or other agreement between the Corporation or an Affiliate and the Participant, in each case, to an extent substantially consistent with the Participant’s business obligations immediately prior to a Change in Control Event or to the extent provided for in the Participant’s employment agreement;

(iii) a reduction in the Participant’s base salary, or a substantial reduction in the Participant’s target compensation under any incentive compensation plan, as in effect as of the date of a Change in Control Event; or

(iv) the failure of the Corporation to continue in effect the Participant’s participation in the Corporation’s security-based compensation arrangements and any employee benefit and retirement plans, policies or practices, at a level substantially similar or superior to and on a basis consistent with the relative levels of participation of other similarly-positioned employees, as existed immediately prior to a Change in Control Event;

(w) “Participant” means an Eligible Employee determined to be eligible to participate in this Plan in accordance with Section 3.1 and, where applicable, a former Eligible Employee deemed eligible to continue to participate in this Plan in accordance with Section 4.5;

(x) “Plan” means this Restricted Share Unit Plan, as the same may be further amended, restated or varied from time to time;;

(y) “Retirement” or “Retire” means the retirement of the Participant from employment with the Corporation or its Affiliate, if all of the following are satisfied:

(i) at age 60 or older after having completed at least 10 years of service to the Corporation or its Affiliate or at such lower age or years of service as determined by the Corporation;

(ii) subject to the discretion of the Corporation to waive this condition, the Participant not receiving any severance pay, termination pay, compensation in lieu of notice, retiring allowance or equivalent;

(iii) the Participant cooperating with reasonable transitional support requested by the Corporation or its Affiliate, as applicable;

(iv) the Participant not commencing full-time employment with an alternative employer without written permission from the Corporation; and

(v) the Participant abiding by any post-employment restrictions, including non-solicitation and confidentiality, in the Participant’s written employment agreement or otherwise, having a term of no longer than two years from the date of Retirement;

(z) “RSU” means a unit equivalent in value to a Common Share credited by means of a bookkeeping entry in the Participants’ Accounts;

(aa) “RSU Agreement” has the meaning set forth in Section 3.2;

(bb) “Section 409A” means Section 409A of the Code and the regulations and other interpretive guidance promulgated thereunder, as in effect from time to time;

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(cc) “Settlement Date” means, with respect to any RSU, the date upon which Vested RSUs shall be settled in the form elected by the Corporation pursuant to Section 4.4;

(dd) “Successor Entity” shall have the meaning attributed thereto in Section 5.2 hereof;

(ee) “Trust Agreement” means the trust agreement between the Trustee and the Corporation providing for the purchase of Common Shares on the open market;

(ff) “Trustee” means the trustee selected by the Corporation to purchase Common Shares on the open market for settlement of RSU Awards pursuant to Section 4.4;

(gg) “U.S. Participant” means any Participant who is a United States citizen, or a resident of the United States or is otherwise subject to taxation under the Code in respect of the Participant’s compensation from the Corporation;

(hh) “Vested” means those RSUs that vest on a Vesting Date in accordance with the terms an RSU Agreement and this Plan. “Vest” and “Vesting” have corresponding meanings; and

(ii) “Vesting Date” the date on which a Participant’s entitlement to the Vesting of RSUs is determined, and such RSUs vest, in accordance with the terms of an RSU Agreement and this Plan.

1.2 Interpretation

Words in the singular include the plural and words in the plural include the singular. Words importing male persons include female persons, corporations or other entities, as applicable. The headings in this document are for convenience and reference only and shall not be deemed to alter or affect any provision hereof. The words “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions mean or refer to this document as a whole and not to any particular Article, Section, paragraph or other part hereof.

ARTICLE 2

PURPOSE AND ADMINISTRATION OF THE PLAN

2.1 Purpose

The purpose of this Plan is to aid in attracting, retaining and motivating the Eligible Employees in the growth and development of the Corporation by providing them with the opportunity through RSUs to participate in the long-term growth and financial success of the Corporation.

2.2 General Administration of the Plan

Other than the exercise of powers under Section 2.3, either of the Board or Administrator shall have the full power to administer this Plan, including, but not limited to, the authority to:

(a) interpret and construe any provision hereof and decide all questions of fact arising in their interpretation and any such interpretation, construction or determination made by the Board or Administrator shall be final, binding and conclusive for all purposes;

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(b) adopt, amend, suspend and rescind such rules and regulations for administration of this Plan as they may deem necessary in order to comply with the requirements of this Plan, or in order to conform to any law or regulation or to any change in any laws or regulations applicable thereto;

(c) take any and all actions permitted by this Plan; and

(d) make any other determinations and take such other action in connection with the administration of this Plan that it deems necessary or advisable.

2.3 Awards under the Plan

Subject to Section 2.4 and Section 4.6, the Board shall have exclusive authority to:

(a) determine the individuals to whom RSUs may be awarded or delegate such authority as it deems advisable;

(b) award such RSUs on such terms and conditions as it determines including, without limitation: the time or times at which RSUs may be awarded; the time or times when each RSU shall Vest and the term of each RSU; any acceleration (provided that, in respect of a U.S. Participant, an acceleration may only be permitted (i) with respect to an RSU Award that is exempt from Section 409A or (ii) for an RSU that is subject to Section 409A, unless otherwise permitted under Section 409A) or waiver of termination or forfeiture regarding any RSU; any adjustment in the amount payable pursuant to any RSU Award; in each case, based on such factors, including performance based criteria, as the Board may determine appropriate, in its sole discretion;

2.4 Delegation of Authority

To the extent permitted by applicable law, the Board may, from time to time, delegate to a committee (the “Committee”) of the Board all or any of the powers conferred on the Board under this Plan. In such event, the Committee will exercise the powers delegated to it by the Board in the manner and on the terms authorized by the Board. Any decision made or action taken by the Committee arising out of or in connection with the administration or interpretation of this Plan in this context is final and conclusive.

The Board or the Committee may delegate or sub-delegate to any director or officer of the Corporation the whole or any part of the administration of this Plan and shall determine the scope of such delegation or sub-delegation in its sole discretion.

2.5 Discretionary Relief

Notwithstanding any other provision hereof, the Board may, in its sole discretion, waive any condition set out herein if it determines that specific individual circumstances warrant such waiver.

2.6 Amendment or Discontinuance of the Plan

(a) The Board may amend, suspend or discontinue this Plan at any time without shareholder approval or the consent of a Participant. Subject to applicable securities laws, the Board may from time to time amend the terms of Awards made under the Plan without shareholder approval but subject to the obtaining of any required regulatory or other approvals and, if any such amendment will materially adversely alter or impair the rights of a Participant with respect to any RSU Award previously granted under the Plan or any related RSU Agreement, the obtaining of the written

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consent of such Participant to such amendment. Notwithstanding the foregoing, the obtaining of the written consent of any Participant to an amendment which materially adversely affects the rights of such Participant with respect to an Award will not be required if such amendment is required to comply with applicable laws, regulations, rules, orders of governmental or regulatory authorities or the requirements of any stock exchange on which the Common Shares are listed.

(b) Without limitation of Section 2.6(a), the Board or the Administrator may correct any defect or supply any omission or reconcile any inconsistency in this Plan in the manner and to the extent deemed necessary or desirable, may establish, amend, and rescind any rules and regulations relating to this Plan, and may make such determinations as it deems necessary or desirable for the administration of this Plan.

2.7 Final Determination

Any determination or decision by, or opinion of, the Board, the Committee, the Administrator or a director or officer of the Corporation made or held pursuant to the terms set out herein shall be made or held reasonably and shall be final, conclusive and binding on all parties concerned, including, but not limited to, the Corporation, the Participants and their beneficiaries and legal representatives.

Subject to Section 2.5, all rights, entitlements and obligations of Participants under this Plan are set forth in the terms hereof and cannot be modified by any other documents, statements or communications, except by amendment to the terms set out herein pursuant to in Section 2.6.

2.8 Taxes

(a) A Participant shall be solely responsible for reporting and paying all taxes payable in respect of the RSUs received by the Participant under the Plan or any payment pursuant to such RSUs. The Corporation makes no guarantees to any person regarding the tax treatment of an RSU, or payments made under the Plan and none of the Corporation or any of its Affiliates, employees or representatives shall have any liability to a Participant with respect thereto. The Corporation will provide each Participant with (or cause each Participant to be provided with) a T4 slip or such requisite statement as may be required by applicable law to report income for income tax purposes.

(b) The Corporation shall have the power and the right, itself of through an Affiliate, to deduct or withhold, or require a Participant to remit to the Corporation or an Affiliate, the required amount to satisfy, in whole or in part, federal, provincial, state and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Plan, including, but not limited to, the Vesting of RSUs granted under the Plan. With respect to required withholding, the Corporation shall have the irrevocable right to (and the Participant consents to) set off any amounts required to be withheld, in whole or in part, against amounts otherwise owing by the Corporation or an Affiliate to such Participant (whether arising pursuant to the Participant’s relationship as a director, officer or employee of the Corporation or as a result of the Participant providing services on an ongoing basis to the Corporation or otherwise), or may make such other arrangements satisfactory to the Participant and the Corporation. Any reference in the Plan to a payment of cash or the provision of Common Shares purchased by the Trustee on the open market in connection with the settlement of an RSU is expressly subject to this Section 2.8.

(c) As a condition to any payment pursuant to the Plan, the Corporation may require a Participant to pay such sum as may be necessary to discharge its obligations with respect to any taxes, assessments or other governmental charges imposed on property or income received by the Participant hereunder.

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2.9 Information

Each Participant shall provide the Corporation with all of the information (including personal information) that it requires in order to administer this Plan.

2.10 Account Information

Information pertaining to the RSUs in Participants’ Accounts will be made available to the Participants upon reasonable request by the Participant or at such other times and in such manner as the Corporation may determine and shall include such matters as the Board or the Administrator may determine from time to time or as otherwise may be required by law.

2.11 Indemnification

Each member of the Board and Committee, as well as the Administrator, and any director or officer delegated authority hereunder is indemnified and held harmless by the Corporation against any cost or expense (including any sum paid in settlement of a claim with the approval of the Corporation) arising out of any act or omission to act in connection with the terms hereof to the extent permitted by applicable law. This indemnification is in addition to any rights of indemnification such individual may have as director, officer, or otherwise under the by-laws of the Corporation, any agreement, any vote of shareholders, or disinterested directors, or otherwise.

ARTICLE 3

ELIGIBILITY AND PARTICIPATION IN THE PLAN

3.1 Participation

The Board, in its sole discretion, shall determine, or shall delegate to the Committee the authority to determine, which Eligible Employees will participate in this Plan. Participation in the Plan may be varied, amended, or discontinued from time to time without advance notice of such changes to Participants and without compensation to Participants. Participation in this Plan is voluntary and is not a condition of employment of an Eligible Employee.

3.2 RSU Agreement

A Participant shall confirm acknowledgement of an Award of RSUs made to such Participant in such form as determined by the Board or Administrator from time to time (the “RSU Agreement”), within such time period and in such manner as specified by the Board or the Administrator. If acknowledgement of an Award of RSUs is not confirmed by a Participant within the time specified, the Corporation reserves the right to revoke the crediting of RSUs to the Participant’s Account.

3.3 Participant’s Agreement to be Bound

Participation in this Plan by any Participant shall be construed as irrevocable acceptance by the Participant of the terms and conditions set out herein and all rules and procedures adopted hereunder and as amended from time to time.

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ARTICLE 4

TERMS OF THE PLAN

4.1 Grant of RSUs

Subject to Section 3.2, an Award of RSUs pursuant to this Plan will be made and the number of such RSUs awarded will be credited to each Participant’s Account, effective as of the Award Date. The number of RSUs to be credited to each Participant’s Account shall be determined by the Board, or the Committee or members of management of the Corporation delegated by the Board to do so, each in its sole discretion.

Each RSU Agreement shall set forth the Award Date of the RSUs evidenced thereby, the number of RSUs subject to such Award, any conditions or performance criteria that Vesting is subject to, and the applicable Vesting Date(s) and may specify such other terms and conditions as permitted under any provision of the Plan.

4.2 Dividend Equivalents

In the event that a dividend is declared and paid or any other distribution is made in respect of the Common Shares, Participants shall be entitled to receive (each of Sections 4.2(a) and (b) referred to in this section as a “Dividend Payment Method”) on the Vesting Date, or within a reasonable period of time following a Vesting Date, as set forth in Section 4.3:

(a) a Dividend Equivalent in the form of a cash payment equivalent to the dividend or other distribution that would have been paid per Common Share on the number of RSUs credited to a Participant’s Account on the record date for the payment of such dividend or distribution;

(b) a Dividend Equivalent in the form of additional RSUs as of the dividend or distribution payment date in respect of which dividends or distributions are paid on Common Shares, such Dividend Equivalent shall be computed by dividing (X) the amount obtained by multiplying the amount of dividend declared and paid or distribution paid per Common Share by the number of RSUs recorded in the Participant’s Account on the record date for the payment of such dividend or distribution, by (Y) the Dividend Market Value, with fractions computed to three decimal places; or

(c) a combination of (a) or (b);

provided that the Board or Administrator shall have the sole discretion to determine which Dividend Payment Method, or combination thereof, a Participant shall receive from time to time. Notwithstanding anything to the contrary in this Plan, with respect to any Award, such Dividend Equivalent shall be subject to the same performance conditions or service conditions, as applicable, as the underlying Award, and no Dividend Equivalent shall be released to a Participant until the Award to which they pertain has fully Vested.

4.3 Vesting and Payment

The Board or the Committee may, in its sole discretion, determine: (i) the time during which RSUs shall Vest and whether there shall be any other conditions or performance criteria that Vesting will be subject to; (ii) the method of Vesting; or (iii) that no Vesting restriction shall exist. In the absence of any determination by the Board or the Committee to the contrary as set forth in an applicable RSU Agreement, RSUs (and any corresponding Dividend Equivalents) will Vest on December 1 in the second calendar year following the calendar year in which the Award Date falls (computed in each case to the

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nearest whole Common Share). Notwithstanding the foregoing, but subject to Section 4.6, the Board or the Committee may, in its sole discretion at any time or in the RSU Agreement in respect of any RSUs granted, accelerate or provide for the acceleration of Vesting of RSUs previously granted, provided that in respect of a U.S. Participant an acceleration may only be permitted (i) with respect to an RSU Award that is exempt from Section 409A or (ii) for an RSU that is subject to Section 409A, unless otherwise permitted under Section 409A.

The Board or the Committee may, in its sole discretion, determine whether there shall be any conditions or performance criteria applicable to RSUs, which, for greater certainty may result in a decrease or increase in the number of RSUs that Vest or in the amount to be paid in connection with the RSU.

4.4 Settlement of RSU Awards

On the Vesting Date, or within a reasonable period of time following a Vesting Date, such day being the Settlement Date, the Corporation shall:

(a) cause the Trustee to deliver to the Participant that number of Common Shares purchased on the open market that are equal to the number of Vested RSUs as determined as of the Vesting Date, subject to any adjustment based on any conditions or performance criteria as specified in connection with the grant of the RSU; or

(b) pay (or cause to be paid through an Affiliate) an amount in cash to the Participant equal to the aggregate Fair Market Value of a Common Share, multiplied by the number of Vested RSUs, both as determined as of the Vesting Date, subject to any adjustment based on any conditions or performance criteria as specified in connection with the grant of the RSU.

Whether a Vested RSU is settled in accordance with Section 4.4(a) or (b) shall be at the sole discretion of the Corporation. The obligations of the Corporation to provide the Trustee with the funds necessary to purchase the Common Shares and the Trustee to purchase and deliver the Common Shares shall be in accordance with the terms and conditions of the Trust Agreement. The Trust is established for the benefit and convenience of the Corporation and, notwithstanding that each Participant’s RSUs may be settled in Common Shares purchased in the open market by the Trustee, no Participant shall have any right to claim any Common Shares, cash payment or any other benefits from the Trust or the Trustee.

Delivery of Common Shares pursuant to Section 4.4(a) or payment of cash pursuant to Section 4.4(b) shall be made within a reasonable period of time following the applicable Vesting Date, but no later than December 31^st of the calendar year in which the Vesting Date occurs. Where the Corporation elects to settle a Vested RSU in accordance with Section 4.4(b), payments shall be made in Canadian dollars, or at the option of the Corporation, converted to such other currency as it deems expedient in order to facilitate payment through the applicable payroll process.

4.5 RSU Forfeiture

Unless otherwise determined by the Board or the Committee, or unless the Corporation (or its Affiliate) and a Participant expressly agree otherwise in an RSU Agreement or other written agreement (including an employment agreement), each RSU Award shall, subject to Section 4.5(e), be subject to the following:

(a) In order to be eligible to receive an RSU Award and compensation corresponding to any RSU Award, a Participant must be Actively Employed up to and including the Vesting Date. Participants are not eligible to receive RSU Awards or compensation in respect of RSU Awards following the date on which they cease to be Actively Employed except for any compensation to which they are already entitled under this Plan;

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(b) A Participant ceases to be a Participant and immediately forfeits any RSU that has not Vested on the date their Active Employment ends for any reason, which date shall be the Forfeiture Date, as determined by the Board or Administrator in accordance with this Plan and in their sole discretion;

(c) Any payment or delivery of Common Shares corresponding to any Award of RSUs that Vested prior to the Forfeiture Date shall be delivered to a former Participant as soon as practicable after the Forfeiture Date (or, in the case of death, to the legal representative of the deceased former Participant’s estate as soon as practicable after receipt of satisfactory evidence of the Participant’s death from the authorized legal representative of the deceased Participant);

(d) Under no circumstances will a Participant or former Participant be entitled to claim partial or pro-rated payment of a RSU Award that has not Vested under this Plan as of the Forfeiture Date, or claim damages of any kind in respect of a RSU Award that did not Vest before the Forfeiture Date or in respect of any future RSU Award that the Participant may have received had their Active Employment continued. Without limiting the generality of the foregoing, each Participant and former Participant expressly waives any entitlement to damages in respect of or in lieu of RSU Awards under the common law as it relates to termination of an Eligible Employee’s employment; and

(e) A former Participant shall not be entitled to any further payment under this Plan.

Notwithstanding the preceding paragraphs (a) through (e), or anything else contained in this Plan to the contrary:

(i) if a Participant ceases to be an Eligible Employee due to that Participant’s Retirement, all unvested RSUs credited to the Participant’s Account (and any related Dividend Equivalents) as of the day immediately preceding the Participant’s Retirement shall continue to Vest in accordance with the applicable RSU Agreement(s) and be settled on the original Vesting Date in accordance with Section 4.4, provided that if the Participant is determined to have breached any post-employment restrictive covenants in favour of the Corporation, then any RSUs held by the Participant that are unvested at the time the post-employment restrictive covenant is breached, will immediately expire;

(ii) if a Participant ceases to be an Eligible Employee due to Disability, the Board or Administrator may determine in their sole discretion, that all unvested RSUs credited to the Participant’s Account (and any related Dividend Equivalents) as of the day immediately preceding the Participant’s Disability shall continue to Vest in accordance with the applicable RSU Agreement(s) and be settled on the original Vesting Date in accordance with Section 4.4, but the Participant shall only be entitled to a portion of the value of the RSU that they would have received had they still been an Eligible Employee at the Vesting Date of the RSU (“full payout”) equal to the product of the full payout and a fraction, the numerator of which is the number of days from the date of grant of the RSU in question to the date of Disability of the Participant and the denominator of which is the number of days from the date of grant of the RSU in question to the date of Vesting; and

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(iii) if a Participant ceases to be an Eligible Employee by reason of the Participant’s death, all unvested RSUs credited to the Participant’s Account (and any related Dividend Equivalents) as of the day immediately preceding the Participant’s death shall be deemed to have Vested and any performance criteria associated with the RSUs under the appliable RSU Agreement(s) shall be deemed to have been achieved at 100% of the target level. The Participant’s beneficiary shall be entitled to receive a payment within 90 days of the Participant’s death relating to all such RSUs (whether vested before the date of death or deemed to have vested pursuant to this section 4.5(e)) determined in accordance with Section 4.4.

This Plan does not confer upon a Participant any right with respect to continuation of employment by or service provision to the Corporation or its Affiliates, nor does it interfere in any way with the right to terminate the Participant’s employment or service provision at any time.

The Corporation may include in any RSU Agreement terms with respect to the (i) the cancellation of RSUs and the forfeiture of RSUs by Participants; and (ii) the repayment by Participants to the Corporation of the value of any Vested RSUs, in each case upon the occurrence of any events specified in the RSU Agreement.

4.6 Section 409A of the Code

Each RSU granted under this Plan to U.S. Participants is generally intended to be exempt from Section 409A as a short-term deferral and shall be interpreted in accordance with such intent. Notwithstanding the forgoing or any provisions of the Plan to the contrary, if the Corporation determines that such exemption is not applicable to any RSUs granted under the Plan to a US Participant, or any provision of the Plan contravenes Section 409A or could cause the U.S. Participant to incur any additional tax or interest under Section 409A, the Corporation may, in its sole discretion and without any Participant’s consent, to the extent permissible under Section 409A, modify such provision and any appropriate policies and procedures, including amendments and policies with retroactive effect, and take such other actions as the Corporation determines necessary or appropriate (i) to comply with, or avoid being subject to, Section 409A, or to avoid the incurrence of any additional taxes or interest under Section 409A, and/or (ii) preserve, to the maximum extent practicable, the intended tax treatment of the RSUs granted under the Plan without materially increasing the cost to the Corporation or contravening the provisions of Section 409A. This Section 4.6 does not create an obligation on the part of the Corporation to modify the Plan and does not guarantee that Plan benefits will not be subject to additional taxes and interest under Section 409A.

If a U.S. Participant becomes entitled to receive payment from such Participant’s Account as a result of his or her “separation from service” (within the meaning of Section 409A), and the U.S. Participant is a “specified employee” (within the meaning of Section 409A) at the time of his or her separation from service, and the Corporation makes a good faith determination that (i) all or a portion of the RSUs in the Participant Account constitute “deferred compensation” (within the meaning of Section 409A) and are, accordingly, not exempt from Section 409A and (ii) any such non-exempt RSUs that would otherwise be payable during the six-month period following such separation from service is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid additional taxes or interest under Section 409A, then payment of such non-exempt RSUs shall not be made to the U.S. Participant before the date which is six months after the date of his or her separation from service (and shall be paid in a single lump sum, without interest, on the first day of the seventh month following the date of such separation from service) or, if earlier, the U.S. Participant’s date of death.

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ARTICLE 5

EFFECT OF CORPORATE EVENTS

5.1 Alterations in Common Shares

In the event:

(a) of any change in the Common Shares through subdivision, consolidation, or reclassification; or

(b) that any rights are granted to all or substantially all shareholders to purchase Common Shares at prices substantially below Fair Market Value; or

(c) that, as a result of any recapitalization, or other transaction or corporate change other than a Change in Control Event, the Common Shares may be converted into or exchangeable for any other securities or property or may cease to be listed on an Exchange;

then the Board may make such adjustments to this Plan, to any RSUs and to any RSU Agreements outstanding under this Plan as the Board may, in its sole discretion, consider appropriate in the circumstances to prevent dilution or enlargement of the rights granted to Participants, and the Participants shall be bound by any such determination. In any event, subject to Section 6, the Board may waive any performance criteria or conditions set forth in an RSU Agreement and/or accelerate the Vesting or payment under any RSU, provided that in respect of a U.S. Participant an acceleration may only be permitted as contemplated under Section 2.3(b), or cancel any RSUs that have not Vested or substitute rights for the RSUs from a successor to the Corporation or its business. Any adjustments made as a result of the foregoing shall be subject to the approval of the Exchange, if applicable.

5.2 Change in Control

(a) Subject to Section 5.2(c), and except as otherwise provided in a written employment or other agreement between the Corporation or an Affiliate and a Participant, in the event of a Change in Control, the Corporation will take such steps as are reasonably necessary or desirable in an effort to cause all RSUs then outstanding to be substituted by or replaced with restricted share units of the acquiring, successor or surviving entity, or any Affiliate thereof (hereinafter collectively referred to as the “Successor Entity”) having substantially equivalent economic value and on substantially similar terms as the original Awards.

(b) Except for any greater right(s) provided for in a written employment or other agreement between the Corporation or an Affiliate and a Participant, if within 12 months of a Change in Control Event, a Participant ceases to be Actively Employed due to termination by the Corporation or any Successor Entity of the Participant’s employment or engagement with the Corporation or Successor Entity without Cause, or the Participant resigns from his or her employment for Good Reason, the Vesting of all RSUs then held by such Participant, including any substitute or replacement RSUs issued by the Successor Entity, will be accelerated in full, and any performance criteria associated with the RSUs under the RSU Agreement shall be deemed to have achieved the performance criteria at 100% of the target level, and such RSUs will be settled within 30 days of the date on which the Participant ceases to be Actively Employed.

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(c) Except as otherwise provided in a written employment or other agreement between the Corporation or an Affiliate and a Participant, if, in the event of a proposed a Change in Control:

(i) the required steps to cause the substitution or replacement of RSUs under Section 5.2(a) are not being taken by the parties with the authority to take such steps, including without limitation, by any Successor Entity;

(ii) the Board determines, acting reasonably, that the substitution or replacement contemplated in Section 5.2(a) is impossible or not practicable;

(iii) the Board determines, acting reasonably, that the substitution or replacement contemplated in Section 5.2(a) above would give rise to adverse tax results; or

(iv) the securities of the Successor Entity are not (or, upon the occurrence of the Change in Control Event, will not be) listed and posted for trading on a recognizable stock exchange;

then the Vesting of all then outstanding RSUs held by the Participant will, unless otherwise determined by the Board, be accelerated in full and any performance criteria associated with the RSUs under the RSU Agreement shall be deemed to have achieved the performance criteria at 100% of the target level, provided, however, that such accelerated Vesting and settlement shall be, unless otherwise determined in advance by the Board, conditional on the consummation of such Change in Control Event.

(d) The obligations of the Corporation under this Plan shall be binding upon any surviving corporation (or any Affiliate thereof) or Successor Entity resulting from a Change in Control Event.

ARTICLE 6

GENERAL

6.1 RSUs to Companies

The provisions herein in respect of the grant of RSUs shall apply, with appropriate modifications, to the grant of RSUs to a company either: (i) wholly-owned by any person to whom RSUs may otherwise be granted hereunder; or (ii) controlled by any person to whom RSUs may otherwise be granted hereunder (and the shares of which are held directly or indirectly by any such person and such person’s spouse, minor children and/or minor grandchildren); subject to any requirements of any applicable regulatory authority having jurisdiction.

6.2 General Restrictions and Assignment

Except as required by law, the rights of a Participant hereunder are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant.

The rights and obligations hereunder may be assigned by the Corporation to a Successor to the business of the Corporation.

6.3 Market Fluctuations

No amount will be paid to, or in respect of, a Participant under this Plan to compensate for a downward fluctuation in the price of Common Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

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The Corporation makes no representations or warranties to Participants with respect to this Plan or the RSUs whatsoever. Participants are expressly advised that the value of any RSUs under this Plan will fluctuate as the trading price of Common Shares fluctuates.

In seeking the benefits of participation in this Plan, a Participant agrees to exclusively accept all risks associated with a decline in the market price of Common Shares and all other risks associated with the holding of RSUs.

6.4 Unfunded Obligation.

Unless otherwise determined by the Board, the Plan shall be unfunded and the Corporation will not secure its obligations under the Plan. To the extent any individual holds any rights under the Plan, such rights shall be no greater than the rights of an unsecured general creditor of the Corporation.

6.5 No Shareholder Rights

Under no circumstances shall Awards be considered Common Shares or other securities of the Corporation, nor shall they entitle any Participant to exercise voting rights or any other rights attaching to the ownership of Common Shares or other securities of the Corporation, nor shall any Participant be considered the owner of Common Shares by virtue of the grant of Awards.

6.6 Fractional Shares

No fractional Common Shares will be delivered on the settlement of an RSU. Accordingly, if as a result of any adjustment to the number of RSUs in the Participant’s Account, the Participant would become entitled to receive a fractional Common Share on the settlement of an RSU, the Participant has the right to acquire only the number of full Common Shares and no payment or other adjustment will be made with respect to the fractional Common Shares so disregarded.

6.7 Reorganization of the Corporation

The existence of any RSUs shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Corporation’s capital structure or its business, or any Change in Control Event involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the Company or the rights and conditions attaching thereto or to effect the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

6.8 Governing Law

The validity, construction and effect of this Plan and any actions taken or relating to this Plan shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

6.9 Severability

The invalidity or unenforceability of any provision of this document shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from this document.

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6.10 Effective Time

This Plan became effective on June 29, 2013, and was last amended by the Board effective as of May 17, 2023.

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EX-4.6

Exhibit 4.6

Approved by Board of Directors on December 5, 2018

ATS AUTOMATION TOOLING SYSTEMS INC.

2014 EMPLOYEE SHARE PURCHASE PLAN

1. Purpose of the Plan

1.1 The purpose of the Plan is to attract, retain and motivate persons as key service providers to the Corporation and its Affiliates and to advance the interests of the Corporation by encouraging share ownership by all Eligible Employees so that they share in the growth of the Corporation by acquiring or increasing their proprietary interest in the Corporation.

2. Defined Terms

Where used herein, the following terms shall have the following meanings, respectively:

2.1 “Administrative Agent” means the administrative agent appointed and acting for the time being, whether original or successor, pursuant to Section 11 hereof;

2.2 “Administrator” shall have the meaning attributed thereto in Section 17.1 hereof;

2.3 “Administrator Designate” shall have the meaning attributed thereto in Section 17.1 hereof;

2.4 “Affiliate” means any corporation which is an affiliate, as such term is used in Subsection 1(2) of the Ontario Business Corporations Act, of the Corporation;

2.5 “Aggregate Contribution” means, with respect to any Member, the aggregate of such Member’s Personal Contributions and the Company Contributions made on such Member’s behalf, if any, pursuant to the provisions of Section 6.1 hereof together with any other cash in such Member’s account received on account of dividends or distributions received in respect of the Shares held in such Member’s account, or otherwise credited to such Member’s account in accordance with the Plan;

2.6 “Applicable Law” means any applicable provision of law, domestic or foreign, including, without limitation, applicable securities legislation, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder and Stock Exchange Rules;

2.7 “Blackout Period” means a period in which an Eligible Employee is subject to a restriction on trading in securities of the Corporation under the insider trading policy or other policy of the Corporation;

2.8 “Board” means the board of directors of the Corporation;

2.9 “Broker” means such broker or brokers as may be designated from time to time by the Administrative Agent;

2.10 “Business Day” means a day on which there is trading on The Toronto Stock Exchange or such other stock exchange on which the Shares are then listed and posted for trading, and if none is applicable, a day that is not a Saturday or Sunday or a legal holiday in Canada;

2.11 “Company Contribution” has the meaning ascribed thereto in Section 6.1 hereof;

2.12 “Corporation” means ATS Automation Tooling Systems Inc. and includes any successor corporation thereof;

2.13 “Eligible Employee” means a bona fide full-time employee of the Corporation or certain of its Affiliates (as determined by the Corporation from time to time) who has worked at least three complete calendar months as of the first day of any calendar month during the term of the Plan;

2.14 “Employer Contribution Date” has the meaning ascribed thereto in Section 6.1 hereof;

2.15 “Former Plan” means the Amended and Restated Employer Share Purchase Plan of the Company which was approved by the Board on October 6, 2010;

2.16 “Group RRSP” means the Registered Retirement Savings Plan (“RRSP”) established by the Trustee under Canadian tax laws on the instructions of individual Participants in accordance with Sections 4.1b and 8.1;

2.17 “Group TFSA” means the Tax Free Savings Accounts (“TFSAs”) established by the Trustee under Canadian tax laws on the instructions of individual Participants in accordance with Sections 4.1b and 8.1;

2.18 “Member” means any Eligible Employee who is currently participating in the Former Plan and who becomes a Member pursuant to the terms of Section 3.2 hereof Plan or an Eligible Employee who becomes a Member pursuant to the terms of Section 3.2 hereof;

2.19 “Membership Date” has the meaning attributed thereto in Section 3.1;

2.20 “Personal Contribution” means, with respect to any particular Member, the aggregate payroll deductions made by such Member pursuant to Section 4.1 hereof;

2.21 “Plan” means the ATS Automation Tooling Systems Inc. 2014 Employee Share Purchase Plan, as the same may be further amended or varied from time to time;

2.22 “Salary” means the base pre-tax salary or wages paid to an Eligible Employee by the Corporation or an Affiliate for personal service rendered by him or her as an employee of the Corporation or an Affiliate and for greater certainty, does not include any bonus, commission, overtime pay, living or other allowances, reimbursements or special payments paid to any employee of the Corporation or an Affiliate;

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2.23 “Shares” means the common shares of the Corporation or, in the event of an adjustment contemplated by Section 12.2 hereof, such other shares or securities which the Administrative Agent may purchase on behalf of an Eligible Employee under the Plan as a result of such adjustment;

2.24 “Stock Exchange Rules” means the applicable rules of any stock exchange or quotation system upon which shares of the Corporation are listed or quoted, as applicable; and

2.25 “Trustee” means such trust company as may from time to time be appointed by the Corporation to act as trustee for the Group RRSP and Group TFSA.

2.26 Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing a male person include a female person and a corporation and other bodies incorporate.

3. Membership

3.1 Membership Dates. The Board or the Administrator shall establish semi-annual dates (each a “Membership Date”) in respect of each calendar year on which all Eligible Employees shall be eligible to become a Member, subject to Section 3.2. Membership shall be voluntary. In the event a Membership Date falls within a Blackout Period, the Administrator may adjust such Membership Date for an Eligible Employee to a date following the date of expiry of the Blackout Period. Persons who become Eligible Employees after a particular Membership Date shall be eligible to become a Member on the next following Membership Date, provided that such Person is an Eligible Employee as of such next following Membership Date.

3.2 Enrollment in Plan. All Eligible Employees of the Company who were Members (as defined in the Former Plan) under the Former Plan shall be automatically be enrolled as Members under the Plan, unless such Member under the Former Plan notifies the Company to so not be enrolled. Upon such enrolment in the Plan any Shares held by such Member under the Former Plan shall continue to be held by such Member but shall be held in such Member’s account under the Plan and shall be held at the average cost at which such Shares were acquired by the Member under the Former Plan. An Eligible Employee may apply for participation in the Plan by completing an enrolment form or, if required by the Administrator, by completing an on-line electronic membership enrollment application process forming part of an ESPP electronic interface in place from time to time (the “Electronic Interface”), in either case in a format prescribed by the Administrator and referred to herein as an “Enrolment Form”. Membership in the Plan shall commence on the next following Membership Date after acceptance of an application by the Administrator, the Board or the Administrator Designate, as the case may be, provided that the Enrolment Form is received at least 10 days prior to such Membership Date (which 10 day period may be waived in whole or in part by the Administrator or Administrator Designate at their discretion).

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3.3 Mandatory Termination of Membership. A person shall cease to be a Member whenever he ceases to be an Eligible Employee because of ceasing to be a full-time employee of the Corporation or its Affiliates as a result of retirement, voluntary or involuntary termination, resignation, layoff, discharge, death or for any other reason. Upon the occurrence of any such event, the Member’s rights under the Plan shall immediately terminate and the Corporation shall promptly refund the entire balance of such Member’s account maintained by the Administrative Agent on behalf of such Member under the Plan, and, without interest, any Personal Contributions deducted but not yet remitted to the Administrative Agent, in accordance with the direction received from such Member pursuant to Section 10.1 hereof. Notwithstanding the foregoing, eligible employment shall be treated as continuing intact while an Eligible Employee is on military leave, sick leave or other bona fide leave of absence, for up to 90 days, or for so long as the Eligible Employee’s right to re-employment is guaranteed either by statute or by contract, if longer than 90 days. In addition, a person shall cease to be a Member if the Plan terminates or is terminated.

3.4 Elective Termination of Membership. A person shall cease to be a Member on the 10th day following the date upon which such person has filed with the Board, the Administrator or the Administrator Designate a written statement terminating his membership, or, if prescribed by the Administrator, made the appropriate filing via the Electronic Interface. A Member delivering such notice of termination shall be permitted to re-apply to participate in the Plan pursuant to Section 3.2 at any time, provided that such reinstatement of Membership shall commence on the second Membership Date after acceptance of the re-application.

3.5 Conditions to Purchases under Plan. Any purchase under the Plan shall be subject to the provision that, if at any time the Corporation shall determine, in its sole discretion, that it is not reasonably feasible to comply with any condition of any law or regulation of any jurisdiction in which any Member is resident, which the Corporation has determined is necessary as a condition of, or in connection with, the purchase of Shares thereunder, such Shares may not be purchased unless such condition is complied with by the Corporation or the Administrative Agent on terms acceptable to the Board or the Administrator. Nothing herein shall be deemed to require the Corporation to take any action or refrain from taking any action in order to comply with any condition of any law or regulation applicable to the purchase of any Shares thereunder.

3.6 Taxes. Any purchase of Shares under the Plan shall be subject to the provision that the Corporation may, in its sole discretion, require the Member to reimburse the Corporation for any amounts required to be paid by the Corporation to any taxing or other governmental authority on behalf of the Member or on its own behalf in respect of the Shares purchased on behalf of such Member including, without limitation, excise, employment or income taxes. In lieu thereof, the Corporation may in its discretion, withhold, consistent with any applicable law, from any compensation or other amounts payable to the Member, any amounts required to be paid by the Corporation to any taxing or other governmental authority on behalf of the Member or its own behalf under any federal, state, provincial or local law as a result of the purchase or disposition of the Shares under the Plan. Without limiting the foregoing (i) all contributions by a Member to his or her account will be made through deductions from the after-tax payroll amounts of a Member, and (ii) the Corporation will withhold from payroll amounts due to a Member, and remit to tax authorities, applicable taxes in respect of any Company Contribution that the Corporation makes to a Member’s account.

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3.7 Voluntary Nature of Plan. The participation of an Eligible Employee in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon any of such Eligible Employees any rights or privileges other than those rights and privileges expressly provided in the Plan.

4. Personal Contributions

4.1 Setting Amount of Personal Contribution.

(a) Any Member may, subject to Section 4.7, while he is an Eligible Employee, direct that contributions shall be made toward the purchase of Shares on his behalf through payroll deductions of a minimum of 1% and a maximum of 10% (in whole percentages) of his Salary during such pay period, up to a maximum of $10,000 in any one calendar year. All such deductions will be made from the after-tax payroll amounts of a Member. A Member may direct such payroll deductions to be made by completing the Enrolment Form. Any such request shall become effective on the next Membership Date following receipt of such Enrolment Form, provided that the Enrolment Forms received at least 10 days prior to such Membership Date (which 10 day period may be waived in whole or in part by the Administrator or Administrator Designate at their discretion). Any such direction shall remain in effect for all subsequent payroll periods until it is changed or revoked by the Member.

By way of example:

• If an Eligible Employee’s Salary is $110,000:

• The Eligible Employee can elect to contribute from 1% ($1,100) to 9% ($9,900) of Salary ($9,900 being the lesser of 10% of Salary ($11,000) or a whole percentage number of Salary which is less than $10,000);

• The election has to be a whole number percentage;

• If the Eligible Employee elects to contribute 1%, then $1,100 is deducted from the Eligible Employee’s after-tax payroll amounts.

(b) A Member who is a Canadian resident may elect to direct all or part of the Personal Contributions made under Section 4.1a to the Group RRSP or Group TFSA by filing with the Trustee a completed application for a RRSP or TFSA, in the form prescribed by the Corporation. It is solely the Member’s responsibility to ensure that any Personal Contributions made into the Group RRSP or Group TFSA do not, in conjunction with other RRSP or TFSA contributions of that Member, exceed the RRSP or TFSA contribution room of that Member, and neither the Corporation, any of its affiliated companies, the Administrative Agent, nor the Trustee shall be liable for any tax or other liability which may arise as a result of any Member’s over-contribution to a RRSP or TFSA.

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4.2 Change to Personal Contribution. A Member may, subject to Section 4.7 direct his payroll deductions to be changed twice during any calendar year, namely effective on each Membership Date. A change in payroll deduction amount shall be effected by the Member executing and delivering to the Administrator Designate at the Corporation’s principal place of business a written notice to that effect or, if prescribed by the Administrator, by making the appropriate election via the Electronic Interface (in either case, a “Change Notice”). Any increase or reduction in a Member’s payroll deduction amount shall be effective as of the next following Membership Date, provided that the Change Notice is received at least 10 days prior to such Membership Date (which 10 day period may be waived in whole or in part by the Administrator or Administrator Designate at their discretion).

4.3 Discontinuance/Reinstatement of Personal Contributions. A Member may, at any time, subject to Section 4.7, direct that payroll deductions be temporarily discontinued for any period of time by executing and delivering to the Administrator Designate at the Corporation’s principal place of business written notice to that effect or, if prescribed by the Administrator, by making the appropriate election via the Electronic Interface, but any such notice shall not be effective with respect to a payroll period unless it is received 10 days prior to such payroll period (which 10 day period may be waived in whole or in part by the Administrator or Administrator Designate at their discretion). After any temporary discontinuance of a Member’s payroll deduction, such Member shall be entitled, at any time, subject to Section 4.7, to provide notice to the Corporation of the reinstatement of such Member’s payroll deductions or, if prescribed by the Administrator, by making the appropriate election via the Electronic Interface, provided that such reinstatement of payroll deductions shall not be effective until the second Membership Date after receipt of such notice.

4.4 Foreign Currencies. Any Affiliate which pays a Member in currency other than Canadian dollars shall, if required by the Administrative Agent, convert the amount which such Member has contributed during any payroll period into Canadian funds at such a rate of exchange and in such manner as the Corporation shall determine. Such Affiliate shall, as soon as possible after the payroll payment date, forward the same to the Administrative Agent, together with the following information in an electronic format acceptable to the Administrative Agent: (i) the name of the Member; (ii) the amount of his Personal Contribution; and (iii) such additional information as the Administrative Agent may require.

4.5 Inability to Convert Foreign Currencies. In withholding or accepting funds as a Member’s Personal Contribution hereunder and in converting the same into Canadian funds, the Affiliate by which a Member is employed shall be the agent of the Member, and no Member’s Personal Contribution shall be deemed to have been made under the Plan until the same has been received by the Administrative Agent pursuant to Section 4.4 hereof. If the Affiliate is unable to secure the conversion into Canadian funds, as required by the Administrative Agent, of the Personal Contribution by a Member for any payroll period, it shall remit the same to such Member with his next payment of Salary, and the Member shall have no further right to contribute with respect to such payroll period.

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4.6 Payment to Administrative Agent. The Corporation or Affiliate employing any Member who makes a Personal Contribution pursuant to this Section 4 shall pay over to the Administrative Agent (in Canadian funds, if required by the Administrative Agent) as soon as reasonably possible after each payroll payment date in which a payroll deduction is made on behalf of such Member, such Member’s Personal Contribution which shall be paid to the Administrative Agent on behalf of and as an absolute benefit for such Member. The amounts so paid over to the Administrative Agent shall be held by the Administrative Agent and applied to the purchase of Shares on behalf of such Member pursuant to the Plan.

4.7 Securities Laws/Insider Trading Policy Considerations Any membership application, termination notice, Change Notice, notice of temporary discontinuance or reinstatement of payroll deductions, a withdrawal from a Member’s account or a direction to the Administrative Agent to sell all or part of the Shares held in a Member’s account, as contemplated in Sections 3.2, 3.4, 4.1(b), 4.3, 9.1 and 10.1 hereof shall only be effective if a representation is included, in a format prescribed by the Administrator and provided by the Administrative Agent, by the Member that the Member is not in possession of any material non-public information with respect to Corporation. Members who are “Trading Window Insiders”, as such term is defined in the Corporation’s Insider Trading Policy, must also comply with the Corporation’s Insider Trading Policy. Any membership application, termination notice, Change Notice, notice of temporary discontinuance or reinstatement of payroll deductions, or a direction to the Administrative Agent to sell all or part of the Shares held in a Member’s account, as contemplated in sections 3.2, 3.4, 4.1(b), 4.3, 9.1 and 10.1 (each referred to as a “Member Notice”) (i) shall constitute a trade in securities to which the Corporation’s Insider Trading Policy shall apply and notwithstanding anything to the contrary in this Plan, if a Member Notice is given during a Blackout Period or would otherwise require the action contemplated by such Member Notice to be taken during the Blackout Period, the Administrator, Administrator Designate, and/or the Administrative Agent may, in his, her, or its discretion, defer taking such action until the Blackout Period has expired, and (ii) must, in order to be effective, if the Member is a Trading Window Insider, include a representation, in a format prescribed by the Administrator and provided by the Administrative Agent that such Member has complied with the Corporation’s Insider Trading Policy.

5. Accounts

5.1 Maintenance of Accounts. The Administrative Agent shall cause to be maintained an account for each Member referred to as a “Member’s account” or the “account” of a Member, and if applicable, a separate account for a Member who makes RRSP Group or TFSA Group contributions as contemplated by this Plan (a “RRSP account” or “TFSA account”). A “non-registered account” of a Member shall refer to the standard account for that Member that is not an RRSP account or TFSA account.

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5.2 Adjustments to Accounts. The Administrative Agent shall cause the account of each Member to be credited with the amount of any Personal Contributions by such Member, all Company Contributions, if any, and any dividends or other income received on Shares held for his account. The Administrative Agent shall cause such account to be debited with the cost of any Shares purchased for such Member’s account (in the manner described in Section 7 hereof) and the amount of any cash distributed to the Member in accordance with the Plan. The Administrative Agent shall also cause each Member’s account to be debited with any Shares distributed to him or his legal representatives. All stock dividends, warrants, options or rights received by the Administrative Agent on any Shares held by the Administrative Agent on behalf of a Member pursuant to the Plan shall be credited to such Member and all Shares purchased on behalf of such Member shall be credited to such Member’s account.

5.3 Taxes. The Administrative Agent may withhold any taxes and furnish any information with respect to dividends or other income received for the account of any Member that may be required by the laws of any jurisdiction.

5.4 Statements. The Administrative Agent shall cause a statement to be mailed or delivered to each Member periodically during the term of the Plan setting forth the account of such Member as of such date. Such statement shall be deemed to be correct unless the Administrative Agent is notified to the contrary within 30 days after it is mailed or delivered to such Member.

6. Company Contributions

6.1 Amount of Company Contribution. Subject to the provisions of Section 6.2 hereof, during a pay period falling in the month of April of each calendar year (or such other date as set by the Administrator Designate, the “Employer Contribution Date”), the Corporation shall make a cash contribution (the “Company Contribution”) in respect of any Member’s non-registered account as follows:

(a) for Members who have made Personal Contributions during the period from January 1 to December 31 in the year immediately preceding the Employer Contribution Date in the aggregate of 5% or less of such Member’s Salary, the Corporation shall make a Company Contribution equal to 20% of such Member’s aggregate Personal Contributions in such calendar year, rounded up to the nearest cent; and

(b) for Members who have made Personal Contributions during the period from January 1 to December 31 in the year immediately preceding the Employer Contribution Date in the aggregate of more than 5% of such Member’s Salary, the Corporation shall make a Company Contribution equal to 1% of such Member’s Salary (i.e. the Corporation will only make a Company Contribution in respect of that portion of the Member’s Personal Contributions equal to 5% of the Member’s Salary; the Corporation will not make a Company Contribution in respect of the amount of the Member’s Personal Contributions in excess of 5% of the Member’s Salary).

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With respect to any Personal Contributions made by Members under the Former Plan in calendar 2014 prior to the termination of the Former Plan, the Company shall take into account such contributions as if such contributions were made under the Plan for the purposes of calculating Company Contribution to be made on or about April 1, 2015.

6.2 Exception. Notwithstanding the provisions of Section 6.1 hereof, the Corporation shall not make a Company Contribution in respect of any Member who has made a withdrawal from his account at any time during the calendar year prior to the Employer Contribution Date, where the withdrawal was in respect of Shares acquired in the same calendar year (with withdrawals in respect of Shares being treated on a “first-in-first-out” basis). In addition, the Corporation shall not make a Company Contribution in respect of any Member who is not a Member at the time of the Employer Contribution Date. Each Company Contribution shall be made without deducting any applicable tax from such Company Contribution, but the Corporation may withhold and remit applicable tax, pursuant to Section 3.6, from the payroll amounts due to a Member.

6.3 Application of Company Contributions. The Company Contributions shall be paid over to the Administrative Agent and shall be held by the Administrative Agent in the applicable Member’s non-registered account and applied to the purchase of Shares on behalf of the applicable Member pursuant to the Plan.

7. Purchase of Shares

7.1 Method of Purchase. Shares shall be purchased by the Administrative Agent under the Plan in the open market through the facilities of The Toronto Stock Exchange or such other recognized stock exchange on which the Shares are publicly traded at the relevant time. Purchases of Shares by the Administrative Agent under the Plan on behalf of Members shall occur as soon as practicable after the deposit of contributions into a Member’s account.

7.2 Timing. The Administrative Agent shall purchase Shares in the open market for the accounts of Members who continue to be or are deemed to be Eligible Employees on the date the Personal Contribution payroll deductions, Company Contributions, or receipt of dividends, as applicable, are processed by the Administrative Agent. The Administrative Agent shall purchase the maximum number of Shares (on a full and fractional basis) on behalf of each Member as may be purchased utilizing such Member’s accumulated Aggregate Contributions. The Corporation shall be responsible for the commission costs, if any, associated with the purchase of Shares on behalf of any Members.

7.3 Account Adjustments. The Administrative Agent shall cause the account of each Member to be credited with the number of Shares purchased by the Administrative Agent on behalf of such Member pursuant to Section 7.2 hereof. At the same time, the Administrative Agent shall debit the account of such Member with an amount equal to the purchase price paid by the Administrative Agent in respect of the Shares purchased by the Administrative Agent and which have been credited to such Member’s account pursuant to this Section 7.3 hereof.

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7.4 Holding of Shares. The Administrative Agent shall hold for safekeeping all Shares purchased by it pursuant to the Plan until the Member for whose account such Shares have been purchased, or his legal representatives, direct the Administrative Agent to transfer and deliver such Shares to him or such legal representatives or sell such Shares pursuant to Sections 9.1, 9.2 or 10.1 hereof. While Shares are held by the Administrative Agent, the Administrative Agent shall credit all distributions received thereon to the proper account of such Member. All Shares held by the Administrative Agent as contemplated herein shall be registered in the name of the Administrative Agent or such other name as the Administrative Agent shall determine.

7.5 Mailings. Each Member for whose account the Administrative Agent holds Shares shall have the right to receive all material mailed by the Corporation to its shareholders, including all notices of meetings of shareholders thereof. The Administrative Agent (or its nominee) shall vote such Shares at such meetings of shareholders in accordance with instructions given to the Administrative Agent by each Member in a format prescribed by the Administrative Agent.

7.6 Release of Shares re Take-over bid, etc. In the event of a take-over bid or issuer bid (other than a normal course issuer bid) being made for the Shares of the Corporation or in the event that the Corporation proposes any amalgamation, arrangement or other capital reorganization involving all or substantially all of the Shares of the Corporation, at the written request of a Member, the Administrative Agent shall release the Shares being held for such Member so as to enable the Member to tender such Shares to the take-over bid or issuer bid or participate in such amalgamation, arrangement or other capital reorganization.

8. Transfer to RRSP or TFSA

8.1 In the event that a Member who is a Canadian resident, should wish to transfer any Shares previously acquired with Personal and/or Company Contributions pursuant to the Plan into the Group RRSP or Group TFSA, he or she may do so by giving notice in the form prescribed by the Corporation and authorizing the Administrative Agent to transfer the specified number of Shares into the Group RRSP or Group TFSA, as applicable. It is solely the Member’s responsibility to ensure that any Personal Contributions made into the Group RRSP or Group TFSA do not, in conjunction with other RRSP or TFSA contributions of that Member, exceed the RRSP or TFSA contribution room of that Member, and neither the Corporation, any of its affiliated companies, the Administrative Agent, nor the Trustee shall be liable for any tax or other liability which may arise as a result of any Member’s over-contribution to a RRSP or TFSA.

9. Withdrawals

9.1 Sale or Transfer of Shares. A Member may direct the Administrative Agent to (i) sell all or part of the Shares held in such Member’s account and to deliver the cash proceeds of such sale net of any applicable fees or commissions charged by the Administrative Agent in respect of the sale, or (ii) transfer all or any part of the Shares carried in such Member’s account, and not directed to be sold, in each case into his name or into such other name in trust for such Member as he may direct and to deliver the same to him. All directions to withdraw shall be made by the Member directly to the Administrative Agent in a form acceptable to the Administrator and the Administrative Agent or, if prescribed by the Administrator, by making the appropriate election via the Electronic Interface.

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9.2 Timing. Subject to Section 4.7, a Member may make withdrawals from his account at any time or times, provided that if a Member makes more than one withdrawal in any calendar year, such Member’s participation in the Plan shall be suspended and such Member shall not be entitled to re-apply for participation in the Plan until the second Membership Date after the date of such Member’s suspension as contemplated herein.

10. Distributions

10.1 Distribution Upon Termination. Upon termination of membership in the Plan by any Member, whether voluntary or involuntary, such Member or, in the case of such Member’s death or legal incompetency, his legal representative shall be required, within 30 days after termination of his membership, to deliver a direction to the Administrative Agent or, if prescribed by the Administrator, make the appropriate election via the Electronic Interface, providing instructions to the Administrative Agent with respect to (A) the sale of all or part of the Shares held in such Member’s account and the delivery by the Administrative Agent of (i) the cash proceeds of such sale net of any applicable fees or commissions charged by the Administrative Agent in respect of the sale, and (ii) the Shares in such account not directed to be sold; or (B) the delivery by the Administrative Agent of all of the Shares held in such Member’s account. As soon as reasonably possible after receipt of such direction by the Administrative Agent, the Administrative Agent shall sell any applicable Shares and deliver to such Member or his legal representative any applicable net cash proceeds resulting from a sale of Shares and any of the Shares held in such Member’s account not directed to be sold, in accordance with the direction. Any Shares shall, before delivery by the Administrative Agent, be transferred into the name of such Member (in the manner and within the period described in Section 10.2 hereof) or transferred electronically to a brokerage account in the name of the Member, or if the Member shall have died or been adjudged incompetent, then in the name of such Member’s legal representative. If any Member whose participation in the Plan has been terminated has not provided instructions to the Administrative Agent as to the transfer of the Shares held in such Member’s account within 30 days after the date of such termination, the Administrative Agent may deliver to such Member, at the last address of such Member shown on the books maintained by the Administrative Agent, a share certificate registered in the name of the Member for whole Shares and a cheque representing the value (as determined by the Administrative Agent) of any fractional Shares in the Member’s account and any cash in the Member’s account, if necessary, and upon doing so, shall be relieved of all obligations owing to such Member.

10.2 Timing of Directions. All directions pursuant to Section 10.1 hereof shall be made directly to the Administrative Agent by the Member, or in the case of his death or legal incompetency by his legal representative, within 30 days after termination of his membership and shall be accompanied, in the case of such Member’s death or legal incompetency, by evidence satisfactory to the Administrative Agent of the authority of such legal representative to act.

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10.3 Taxes. The Administrative Agent shall not be required to transfer or deliver any cash or Shares to the legal representative of any Member pursuant to this Section 10 until such legal representative has furnished the Administrative Agent with evidence satisfactory to the Administrative Agent of the payment or the provision for the payment of any estate, transfer, inheritance, income or succession taxes or duties which may be payable.

11. Administrative Agent

11.1 Appointment. The Administrative Agent shall be appointed by the Board or the Administrator. Thereafter, the Board or the Administrator shall have the power to remove the Administrative Agent and appoint a new Administrative Agent in accordance with the agreement entered into with the Administrative Agent. In every case, the Administrative Agent shall be an entity duly qualified to act.

11.2 Administration Agreement. The Corporation and the Administrative Agent shall enter into an administration agreement governing the appointment of the Administrative Agent as Administrative Agent under the Plan. The terms and conditions of the administration agreement shall be determined by the Board or the Administrator and the Administrative Agent. Such agreement shall be deemed to form part of the Plan, and any and all rights or benefits which may enure to any person under the Plan shall be subject to all of the terms and conditions of such administration agreement which are not inconsistent with the Plan. The Company will not, directly or indirectly, control the time, price, amount or manner of Share purchases or the choice of Broker through which Share purchases are made.

11.3 Costs. The compensation and expenses of the Administrative Agent shall be paid by the Corporation.

12. Amendment and Termination

12.1 Conditions. The Corporation shall have the power to, at any time and from time to time either prospectively or retrospectively, amend, suspend or terminate the Plan, provided that:

(a) any such amendment, suspension or termination is subject to any approvals required under Applicable Law;

(b) no such amendment, suspension, or termination shall be made at any time to the extent such action would materially adversely affect the existing rights of a Member with respect to any previous purchase of Shares under the Plan by the Administrative Agent on behalf of a Member, as determined by the Board acting in good faith, without such Member’s consent in writing, except to the extent required by Applicable Law;

(c) no such amendment, suspension or termination shall deprive any Member or such Member’s legal representative of any cash or Shares held by the Administrative Agent for such Member’s account at the time of such amendment, suspension or termination without such Member’s consent in writing, except to the extent required by Applicable Law; and

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(d) the Board, the Administrator or the Administrator Designate, as the case may be, shall promptly notify the Administrative Agent of any such amendment.

12.2 Change to Authorized Capital. If the authorized capital of the Corporation as presently constituted is changed by subdivision, consolidation, reorganization, amalgamation, arrangement, merger, reclassification or other like transaction (excluding the payment of stock dividends), the class of shares of the Corporation which may be purchased by the Administrative Agent under the Plan shall, in any case in which an adjustment in the opinion of the Board or the Administrator would be proper, be adjusted so as to appropriately reflect such change.

12.3 Determination Under l2.2. The Administrator or the Board, as the case may be, shall determine the adjustments to be made pursuant to Section 12.2 hereof and its determination shall be conclusive.

12.4 Conformance to Legal Requirements. Notwithstanding the provisions of this Section 12, should changes be required to the Plan by any securities commission, stock exchange or other governmental or regulatory body of any jurisdiction to which the Plan or the Corporation or its Affiliates now is or hereafter becomes subject, such changes shall be made to the Plan as are necessary to conform with such requirements and, if such changes are approved by the Board, the Plan, as amended, shall be filed with the records of the Corporation and shall remain in full force and effect in its amended form as of and from the date of its adoption by the Board.

12.5 Termination. Notwithstanding any other provision of this Plan, the Board may at any time by resolution terminate this Plan. Upon the termination of the Plan, the membership of every Member shall terminate and the cash and Shares held by the Administrative Agent for each Member shall be distributed to such Members or their legal representatives in accordance with Section 10 hereof.

13. No Transfer or Assignment of Member’s Rights

13.1 A right or interest of any Member under the Plan or in the cash or Shares held by the Administrative Agent for any Member’s account shall not be assignable or transferable in whole or in part, either directly, by operation of law or otherwise, except through devolution by death or incompetency, and no right or interest of any Member under the Plan or in such cash or Shares shall be liable for or subject to any obligation or liability of such Member.

14. No Restrictions on Members

14.1 The purpose of the Plan is to facilitate an investment by Eligible Employees in Shares. However, the Corporation does not intend to restrict or influence any employee in the conduct of his or her own affairs. An employee may, therefore, sell Shares purchased under the Plan on his behalf at any time the employee chooses, subject to compliance with the provisions of the Plan, any applicable Canadian or other relevant federal, provincial, state or local securities laws, the Corporation’s Insider Trading Policy and subject to any restrictions imposed under Section 3.6 hereof to ensure that tax withholding obligations are satisfied. The employee assumes the risk of any market fluctuations in the price of the Shares.

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15. Right to Continued Employment

15.1 Nothing in the Plan shall be construed as giving any Eligible Employee the right to be retained in the employ of the Corporation or any Affiliate or any right to any payment whatsoever except to the extent of the benefits provided for by the Plan. Each of the Corporation and its Affiliates expressly reserves the right to dismiss any Eligible Employee at any time without liability for the effect which such dismissal might have upon him as a Member of the Plan.

16. Liability

16.1 The Plan is in the nature of a benefit plan that is being provided at the discretion of the Corporation and the Plan does not provide any guarantee against any loss or profit that may result from fluctuations in the market value of the Shares. Neither the Corporation, any Affiliate, the Administrative Agent nor their respective directors, officers or employees shall be liable for anything done or omitted to be done by such person or any other such person with respect to the deduction of Employee Contributions, the purchase or sale of Shares, the withholding of applicable taxes, and the price, time, quantity or other conditions and circumstances of the purchase or sale of Shares under the Plan or with respect to any fluctuations in the market price of the Shares or in any other connection under the Plan, unless such act or omission constitutes gross negligence or wilful misconduct on such person’s part.

17. Administration of the Plan

17.1 Administrator and Administrator Designate. The Plan shall be administered by the Board, by the Chief Financial Officer of the Corporation (the “Administrator”) or by one or more employees of the Corporation (each an “Administrator Designate”) selected by the Board or the Administrator for that purpose.

17.2 Powers. The Board or Administrator shall have the power, where consistent with the general purpose and intent of the Plan and subject to the specific provisions of the Plan:

(a) to establish policies and to adopt rules and regulations for carrying out the purposes, provisions and administration of the Plan and to delegate certain administrative functions required for purposes of administering the Plan to an Administrator Designate;

(b) to interpret and construe the Plan and to determine all questions arising out of the Plan or purchase of Shares under the Plan, and any such interpretation, construction or determination made by the Board or the Administrator shall be final, binding and conclusive for all purposes;

(c) to determine if the Shares which are purchased by the Administrative Agent under the Plan on behalf of any Member shall be subject to any restrictions on resale; and

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(d) In any case where the strict application of any provision of the Plan may cause hardship to a Member, the Board or Administrator may in its or his/her sole discretion waive or partially waive such strict application, on such terms as it or he/she deem(s) appropriate, provided that such a waiver shall not constitute a general waiver of such provision.

17.3 Nature of Plan. This Plan is an automatic share purchase plan.

18. Governmental Regulations

18.1 The Corporation’s obligations under the Plan are subject to Applicable Laws.

19. Governing Law

19.1 The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

20. Effective Date

20.1 The Plan is effective as of February 1, 2015.

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EX-5.1

Exhibit 5.1

            Borden Ladner Gervais LLP             Bay Adelaide Centre, East Tower             22 Adelaide Street West             Toronto, ON, Canada M5H 4E3             T 416.367.6000             F 416.367.6749             blg.com

June 30, 2023

ATS Corporation

730 Foundation Street North

Building #3

Cambridge, Ontario

N3H 4R7

Dear Sirs/Mesdames:

Re: ATS Corporation – Registration Statement on Form S-8

We have acted as Ontario legal counsel to ATS Corporation (the “Corporation”) in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the United States Securities Act of 1933, as amended (the “Act”), relating to: (A) the potential issuance and sale by the Corporation, from time to time, of up to 2,600,489 common shares of the Corporation issuable upon the exercise of options (the “Options”) granted or issued under the 2006 Stock Option Plan and the potential issuance and sale by the Corporation, from time to time, of up to 38,474 common shares of the Corporation issuable upon the exercise of Options granted or issued under the 1995 Stock Option Plan (together with the 2006 Stock Option Plan, the “Stock Option Plans”); and (B) the delivery of common shares of the Corporation previously issued and underlying awards granted under the Restricted Share Unit Plan (the “RSU Plan”) and the Employee Share Purchase Plan (the “ESPP”).

We have examined originals or copies, certified or otherwise to our satisfaction of such documents and considered such questions of law as we considered necessary as a basis for our opinion, including the Stock Option Plans, the RSU Plan, the ESPP and resolutions of the board of directors of the Corporation approving the filing of the Registration Statement. In all such examinations, we have assumed (i) the genuineness of all signatures, the legal capacity of all individuals signing any documents, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies, whether facsimile, photostatic, electronic, certified or otherwise, and (ii) the truthfulness of all facts set forth in the public records and in certificates of public officials.

Our opinion herein is limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Based on and subject to the foregoing, we are of the opinion that upon the issuance of common shares of the Corporation upon the valid exercise of Options in accordance with the terms of the applicable Stock Option Plan, including, in each case, receipt by the Corporation of payment in full for the shares in respect of which such Options are exercised, as the case may be, such shares will be validly issued as fully paid and non-assessable common shares of the Corporation. We are of the opinion that the common shares of the Corporation underlying awards granted in accordance with the terms of the RSU Plan or the ESPP are validly issued as fully paid and non-assessable common shares of the Corporation.

            Borden Ladner Gervais LLP             Bay Adelaide Centre, East Tower             22 Adelaide Street West             Toronto, ON, Canada M5H 4E3             T 416.367.6000             F 416.367.6749             blg.com

We hereby consent to the use of our name in, and the filing of this opinion as an exhibit to, the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Yours truly,

BORDEN LADNER GERVAIS LLP

(signed) “Borden Ladner Gervais LLP”

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 1995 Stock Option Plan, the 2006 Stock Option Plan, the Restricted Share Unit Plan, and the 2014 Employee Share Purchase Plan of ATS Corporation (the “Company”) of our report dated May 17, 2023 with respect to the consolidated financial statements of the Company as at and for the years ended March 31, 2023 and 2022 included in its Registration Statement on Form F-10 filed on May 23, 2023, as amended by Amendment No. 1 to Form F-10, filed on May 24, 2023 with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Ernst & Young LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Canada

June 30, 2023

EX-FILING FEES

EXHIBIT 107

Calculation of Filing Fee Table

S-8

(Form Type)

ATS Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security   Type	Security Class Title	Fee   Calculation   Rule	Amount   Registered   (1)	Proposed Maximum   Offering Price Per   Unit (2)	Maximum   Aggregate   Offering Price (2)	Fee Rate	Amount of   Registration Fee
Equity	Common Shares issuable   pursuant to awards granted under   the 1995 Stock Option Plan	457(c)   and   457(h)	38,474	US$44.98	US$1,730,561	0.00011020	US$191
Equity	Common Shares issuable   pursuant to awards granted under   the 2006 Stock Option Plan	457(c)   and   457(h)	2,600,489	US$44.98	US$116,969,995	0.00011020	US$12,890
Equity	Common Shares issuable   pursuant to awards granted under   the Restricted Share Unit Plan	457(c)   and   457(h)	2,000,000	US$44.98	US$89,960,000	0.00011020	US$9,914
Equity	Common Shares issuable   pursuant to awards granted under   the 2014 Employee Share   Purchase Plan	457(c)   and   457(h)	500,000	US$44.98	US$22,490,000	0.00011020	US$2,478
Total Offering Amounts					US$231,150,556		US$25,473
Total Fee Offsets							—
Net Fee Due							US$25,473

(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (the “Registration Statement”) also covers an indeterminate number of additional common shares, no par value (the “Common Shares”), of the Registrant, ATS Corporation, that may be offered or issued by reason of certain corporate transactions or events, including any stock dividend, stock split or any other similar transaction effected which results in an increase in the number of Common Shares.

(2) Estimated for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low prices of the Common Shares reported on the New York Stock Exchange on June 28, 2023, which was US$44.98 per share.