As filed with the Securities and Exchange
Commission on September 18, 2020
No. 333-228551
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 2 to
FORM F-10
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Westport Fuel Systems Inc.
(Exact name of Registrant as specified
in its charter)
Alberta
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3537
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Not Applicable
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(Province or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number (if applicable))
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(I.R.S. Employer
Identification Number (if applicable)
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1750 West 75th Avenue, Suite 101
Vancouver, British Columbia, Canada V6P
6G2
(604) 718-2000
(Address, including zip code, and telephone
number, including area code, of registrant's principal executive offices)
C T Corporation System
111 Eighth Avenue
New York, NY 10011
USA
(212) 590-9070
(Name, address (including zip code) and
telephone number (including area code) of agent for service in the United States)
Copies of all communications, including
communications sent to agent for service, should be sent to:
Steven B. Stokdyk, Esq.
Lewis W. Kneib, Esq.
Latham & Watkins LLP
355 South Grand Avenue, Suite 100
Los Angeles, CA 90071
USA
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Bruce Hibbard
Bennett Jones LLP
4500 Bankers Hall East
855 2nd Street SW
Calgary, AB T2P 4K7
Canada
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Approximate date of commencement of proposed
sale to the public
from time to time after the effectiveness
of this Registration Statement.
Province of British Columbia, Canada
(Principal jurisdiction regulating this
offering (if applicable))
It is proposed
that this filing shall become effective (check appropriate box):
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A. ☒
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upon filing with the Commission,
pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada)
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B. ☐
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at some future date (check the
appropriate box below)
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1. ☐
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pursuant to Rule 467(b) on (date)
at (time) (designate a time not sooner than 7 calendar days after filing).
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2. ☐
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pursuant to Rule 467(b) on (date)
at (time) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review
jurisdiction has issued a receipt or notification of clearance on (date).
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3. ☐
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pursuant to Rule 467(b) as soon
as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the
review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
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4. ☐
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after the filing of the next amendment
to this Form (if preliminary material is being filed).
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If any of
the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction's
shelf prospectus offering procedures, check the following box.☒
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
No securities regulatory authority
has expressed an opinion about these securities and it is an offence to claim otherwise.
This amendment, together with the short
form base shelf prospectus dated February 20, 2019, as amended or supplemented, and each document incorporated or deemed to be
incorporated by reference in the base shelf prospectus to which it relates, constitutes a public offering of these securities only
in those jurisdictions where they may lawfully be offered for sale and therein only by persons permitted to sell such securities.
Amendment No. 1 dated September 18, 2020
to the
Short Form Base Shelf Prospectus dated February 20, 2019
WESTPORT
FUEL SYSTEMS INC.
U.S.$250,000,000
Common Shares
Preferred Shares
Subscription Receipts
Warrants
Debt Securities
Rights
Units
The short form base
shelf prospectus of Westport Fuel Systems Inc. ("Westport" or the "Corporation") dated February
20, 2019 (the "Prospectus") relating to the offering for sale from time to time of our Securities is hereby amended
(the "Amendment") by:
(i) adding the following
disclosure to the cover page:
The distribution of Securities may
be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, or at non-fixed prices,
such as market prices prevailing at the time of sale or prices related to such prevailing market prices to be negotiated with purchasers,
including sales in transactions that are deemed to be "at-the-market distributions" as defined in National Instrument
44-102 Shelf Distributions ("NI 44-102"), including sales made directly on the TSX, the Nasdaq or other
existing trading markets for the Securities, and as set forth in an accompanying prospectus supplement.
(ii) deleting the second
paragraph on the legend on the cover page and replacing it with the following paragraph:
This short form prospectus
has been filed under legislation in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick,
Nova Scotia, Prince Edward Island and Newfoundland and Labrador that permits certain information about these securities to be determined
after this short form base shelf prospectus has become final and that permits the omission from this this short form base shelf
prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted
information within a specified period of time after agreeing to purchase any of these securities, except in cases where an exemption
from such delivery requirements has been obtained.
(iii) deleting the
second paragraph on page (ii) and replacing it with the following paragraph:
All shelf information permitted under
applicable laws to be omitted from this Prospectus will be contained in one or more supplement to this Prospectus (each, a "Prospectus
Supplement") that will be delivered to prospective purchasers together with this Prospectus, except in cases where an
exemption from such delivery requirements is available or has been obtained. Each Prospectus Supplement will be incorporated by
reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only
for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.
(iii) deleting the
sixth paragraph on page (iii) and replacing it with the following paragraphs:
Subject to applicable laws, and other
than in relation to an "at-the-market distribution", in connection with any offering of Securities, the underwriters,
dealers or agents, as the case may be, may over-allot or conduct transactions intended to stabilize, maintain or otherwise affect
the market price for the Securities at levels other than those which otherwise might prevail in the open market. Such transactions
may be commenced, interrupted or discontinued at any time. See "Plan of Distribution".
No underwriter or dealer involved in
"at-the-market distributions", no affiliate of such an underwriter or dealer and no person or company acting jointly
or in concert with such underwriter or dealer has over-allotted, or will over-allot Securities in connection with the distribution
or effect any other transactions that are intended to stabilize or maintain the market price of the Securities.
Terms used in this Amendment
that are not otherwise defined shall have the definition ascribed to those terms in the Prospectus. The Prospectus is not amended
except to the extent amended by this Amendment and, accordingly, the Prospectus and this Amendment should be read together as one
document.
D. Johnson, D. Hancock, R. Forst, V. Schaller
and E. Wheatman are directors of the Corporation who reside outside of Canada. Each of these directors has appointed Bennett Jones
LLP, 4500 – 855 2nd Street S.W., Calgary, Alberta T2P 4K7, as their agent for service of process. Prospective investors are
advised that it may not be possible for investors to enforce judgements obtained in Canada against any person that resides outside
of Canada, even if the party has appointed an agent for service of process.
This offering is made by a Canadian
issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States and Canada (the "MJDS"),
to prepare this Prospectus in accordance with Canadian disclosure requirements. Prospective investors should be aware that such
requirements are different from those of the United States. The financial statements incorporated by reference into this Prospectus
have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") and are subject
to Canadian and U.S. auditing and auditor independence standards.
Prospective investors should be aware
that the acquisition of the Securities may have tax consequences both in the United States and in Canada. Such consequences for
investors who are resident in, or citizens of, the United States may not be described fully herein or in any applicable Prospectus
Supplement with respect to a particular offering of Securities. Prospective investors should consult their own tax advisors prior
to deciding to purchase any of the Securities. See "Certain Income Tax Considerations" in the Prospectus.
The enforcement by investors of civil liabilities
under United States federal securities laws may be affected adversely by the fact that we are incorporated or organized under the
laws of Alberta, Canada, that some or all of our officers and directors are residents of Canada, that some or all of the underwriters
or experts named in this Prospectus are residents of Canada, and that all or a substantial portion of our assets and the assets
of such persons are located outside the United States. See "Enforcement of Civil Liabilities" in the Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SEC NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
CERTIFICATE
OF THE CORPORATION
Dated: September 18, 2020
The short form prospectus
dated February 20, 2019 as amended by this amendment, together with the documents incorporated by reference in the short form prospectus
dated February 20, 2019 as amended by this amendment, will, as of the date of the last supplement to the short form prospectus
dated February 20, 2019 as amended by this amendment relating to the securities offered by the short form prospectus dated February
20, 2019 as amended by this amendment and the supplement(s), constitute full, true and plain disclosure of all material facts relating
to the securities offered by this prospectus and the supplement(s) as required by the securities legislation in the provinces of
British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and
Labrador.
(Signed)
"David M. Johnson"
Chief Executive Officer
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(Signed)
"Richard Orazietti"
Chief Financial Officer
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On behalf of the Board of Directors of
the Corporation
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(Signed)
"Daniel m. Hancock"
Director
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(Signed)
"Brenda J. Eprile"
Director
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PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
INDEMNIFICATION
Section 124 of
the Business Corporations Act (Alberta) (the "ABCA") provides as follows:
124(1) Except in respect
of an action by or on behalf of the corporation or body corporate to procure a judgment in its favour, a corporation may indemnify
a director or officer of the corporation, a former director or officer of the corporation or a person who acts or acted at the
corporation's request as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor,
and the director's or officer's heirs and legal representatives, against all costs, charges and expenses, including an amount paid
to settle an action or satisfy a judgment, reasonably incurred by the director or officer in respect of any civil, criminal or
administrative action or proceeding to which the director or officer is made a party by reason of being or having been a director
or officer of that corporation or body corporate, if
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(a)
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the director or officer acted honestly and in good faith with a view to the best interests of the
corporation, and
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(b)
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in the case of a criminal or administrative action or proceeding that is enforced by a monetary
penalty, the director or officer had reasonable grounds for believing that the director's or officer's conduct was lawful.
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(2) A corporation may
with the approval of the Court of Queen's Bench of Alberta indemnify a person referred to in subsection (1) in respect of
an action by or on behalf of the corporation or body corporate to procure a judgment in its favour, to which the person is made
a party by reason of being or having been a director or an officer of the corporation or body corporate, against all costs, charges
and expenses reasonably incurred by the person in connection with the action if the person fulfils the conditions set out in subsection
(1)(a) and (b).
(3) Notwithstanding
anything in this section, a person referred to in subsection (1) is entitled to indemnity from the corporation in respect
of all costs, charges and expenses reasonably incurred by the person in connection with the defence of any civil, criminal or administrative
action or proceeding to which the person is made a party by reason of being or having been a director or officer of the corporation
or body corporate, if the person seeking indemnity
(a) was
substantially successful on the merits in the person's defence of the action or proceeding,
(b) fulfils
the conditions set out in subsection (1)(a) and (b), and
(c) is
fairly and reasonably entitled to indemnity.
(3.1) A corporation
may advance funds to a person in order to defray the costs, charges and expenses of a proceeding referred to in subsection (1) or
(2), but if the person does not meet the conditions of subsection (3) he or she shall repay the funds advanced.
(4) A corporation may
purchase and maintain insurance for the benefit of any person referred to in subsection (1) against any liability incurred
by the person
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(a)
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in the person's capacity as a director or officer of the corporation, except when the liability
relates to the person's failure to act honestly and in good faith with a view to the best interests of the corporation, or
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(b)
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in the person's capacity as a director or officer of another body corporate if the person acts
or acted in that capacity at the corporation's request, except when the liability relates to the person's failure to act honestly
and in good faith with a view to the best interests of the body corporate.
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(5) A corporation or
a person referred to in subsection (1) may apply to the Court of Queen's Bench of Alberta for an order approving an indemnity
under this section and the Court of Queen's Bench of Alberta may so order and make any further order it thinks fit.
(6) On an application
under subsection (5), the Court of Queen's Bench of Alberta may order notice to be given to any interested person and that person
is entitled to appear and be heard in person or by counsel.
Section 7 of the
By-laws of the Registrant, contains the following provisions with respect to indemnification of the Registrant's directors and
officers:
7.05 Limitation of
Liability
Subject to the ABCA,
no director or officer for the time being of the Registrant shall be liable for the acts, receipts, neglects or defaults if any
other director or officer or employee, or for joining in any receipt or act for conformity, or for any loss, damage or expense
happening to the Registrant through the insufficiency or deficiency of title to any property acquired by the Registrant or for
or on behalf of the Registrant or for the insufficiency or deficiency of any security in or upon which any of the moneys of or
belonging to the Registrant shall be placed or invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious
act of any person, firm or corporation including any person, firm or corporation with whom or with which moneys, securities or
effects shall be lodged or deposited for any loss, conversation, misapplication or misappropriation of or any damage resulting
from any dealings with moneys, securities or other assets of or belonging to the Registrant or for any other loss, damage or misfortune
whatsoever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the
same shall happen by or through his failure to exercise the powers and to discharge the duties of his office honestly and in good
faith with a view to the best interests of the Registrant and through a failure to exercise the care, diligence and skill that
a reasonably prudent person would exercise in comparable circumstances.
7.06 Indemnity
Subject to the ABCA,
the Registrant shall indemnify a director or officer, a former director or officer, and a person who acts or acted at the Registrant's
request as a director or officer of a body corporate of which the Registrant is or was a shareholder or creditor, and his heirs
and legal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a
judgment, reasonably incurred by him in respect to any civil, criminal or administrative action or proceedings to which he is made
a party by reason of being or having been a director of officer of the Registrant or such body corporate, if:
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(a)
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he acted honestly and in good faith with a view to the best interests of the Registrant; and
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(b)
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in the case of a criminal or administrative action or proceeding that is enforced by a monetary
penalty, he had reasonable grounds for believing that his conduct was lawful.
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7.07 Insurance
The Registrant may,
subject to and in accordance with the ABCA, purchase and maintain insurance for the benefit of any director or officer as such
against liability incurred by him.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933, as amended, 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 SEC such indemnification
is against public policy as expressed in the Act and is therefore unenforceable.
EXHIBITS
Exhibit No.
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Description
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4.1*
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The Annual Information Form dated March 17, 2020, for the year ended December 31, 2019, filed with the SEC as Exhibit 99.1 to the Registrant's Annual Report on Form 40-F filed on March 17, 2020.
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4.2*
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The Management Information Circular dated March 17, 2020 relating to the annual general and special meeting of shareholders held on April 29, 2020, filed with the SEC as Exhibit 99.1 under cover of Form 6-K on March 27, 2020.
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4.3*
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The Audited Consolidated Financial Statements as at December 31, 2019 and December 31, 2018 and for the years ended December 31, 2019, December 31, 2018 and December 31, 2017, together with the notes thereto, and the auditors' reports thereon addressed to our shareholders and directors, filed with the SEC as Exhibit 99.2 to the Registrant's Annual Report on Form 40-F filed on March 17, 2020.
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4.4*
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The Condensed Consolidated Interim Financial Statements as at and for the three and six months ended June 30, 2020 and 2019, filed with the SEC as Exhibit 99.2 under cover of Form 6-K on August 6, 2020.
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4.5*
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Management's Discussion and Analysis of financial condition and results of operations dated March 17, 2020, for the year ended December 31, 2019, filed with the SEC as Exhibit 99.3 to the Registrant's Annual Report on Form 40-F filed on March 17, 2020.
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4.6*
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Management's Discussion and Analysis of financial condition and results of operations dated August 6, 2020 for the three and six months ended June 30, 2020, filed with the SEC as Exhibit 99.1 under cover of Form 6-K on August 6, 2020.
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5.1
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Consent of KPMG LLP, independent registered public accounting firm.
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5.2*
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Consent of Bennett Jones LLP, filed with the SEC as Exhibit 5.2 to the Registrant's Form F-10 on November 26, 2018.
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5.3*
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Consent of Latham & Watkins LLP, filed with the SEC as Exhibit 5.3 to the Registrant's Form F-10 on November 26, 2018.
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6.1
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Power of Attorney of certain officers and directors of the Registrant (included on signature pages).
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7.1*
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Form of Indenture (Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 if debt securities are to be offered by a Prospectus Supplement to this registration statement), filed with the SEC as Exhibit 7.1 to the Registrant's Form F-10 on November 26, 2018.
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*
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Previously filed or furnished to the SEC.
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PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Item 1. Undertaking
The Registrant undertakes to make available,
in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested
to do so by the SEC staff, information relating to the securities registered pursuant to Form F-10 or to transactions in said securities.
Item 2. Consent to Service of Process
The Registrant previously filed with the
Commission a written irrevocable consent and power of attorney on Form F-X.
Any change to the name and address of the
agent for service of the Registrant will be communicated promptly to the SEC by amendment to Form F-X referencing the file number
of this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form F-10 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Vancouver, Province of British Columbia, Canada, on September 18, 2020.
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Westport Fuels Systems Inc.
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/s/ Richard Orazietti
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Richard Orazietti
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Chief Financial Officer
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Power of
Attorney
Each person whose signature appears below
constitutes and appoints David M. Johnson, and Richard Orazietti, and each of them, either of whom may act without the joinder
of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for such
person and in each person's name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement and registration statements filed pursuant to Rule 429 under the Securities Act, and
to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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/s/ David
M. Johnson
David M. Johnson
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Chief Executive Officer and Director
(Principal Executive Officer)
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September 18, 2020
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/s/ Richard
Orazietti
Richard Orazietti
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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September 18, 2020
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/s/ Michele
J. Buchignani
Michele J. Buchignani
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Director
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September 18, 2020
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/s/ Brenda
J. Eprile
Brenda J. Eprile
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Director
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September 18, 2020
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/s/ Rita
Forst
Rita Forst
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Director
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September 18, 2020
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/s/ Daniel
M. Hancock
Daniel M. Hancock
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Director
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September 18, 2020
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/s/ Karl
Viktor Schaller
Karl Viktor Schaller
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Director
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September 18, 2020
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/s/ Eileen
Wheatman
Eileen Wheatman
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Director
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September 18, 2020
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AUTHORIZED
REPRESENTATIVE IN THE UNITED STATES
/s/ Richard
Orazietti
Richard Orazietti
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Authorized Representative in the United States
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September 18, 2020
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