The CEF allows, but does not obligate, Westport to issue and sell up to US$25 million of its common shares to RPI, at Westport’s discretion by way of private placement and subject to certain conditions set forth in the CEF agreement, following the filing and effectiveness of a registration statement registering the resale of such shares. Subject to certain specified exceptions, under the applicable Nasdaq rules, the Company may not issue to RPI under the CEF a number of common shares which is in excess of 19.99% of the common shares outstanding immediately prior to the execution of the CEF (the "Exchange Cap"), unless the Company obtains shareholder approval to issue Common Shares in excess of such Exchange Cap.

Westport intends to use any net proceeds for working capital and general corporate purposes. Westport may access capital opportunistically over time and is under no obligation to utilize the full amount available under the CEF. The Company may not be able to sell the full US$25 million of shares available under the facility due to limitations, including the Exchange Cap, the number of shares registered under an effective resale registration statement and applicable Nasdaq rules.