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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 2, 2023
PROSPECTOR CAPITAL CORP.
(Exact name of registrant as specified in its
charter)
Cayman Islands |
|
001-39854 |
|
N/A |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
1250 Prospect Street, Suite 200 |
|
|
La Jolla, California |
|
92037 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (650) 396-7700
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☒ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbols |
|
Name of each exchange
on which registered |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant |
|
PRSRU |
|
The Nasdaq Stock Market LLC |
Class A ordinary shares, par value $0.0001 per share |
|
PRSR |
|
The Nasdaq Stock Market LLC |
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
PRSRW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 13(a) of the Exchange Act.
Item 8.01 Other Events.
Amendment to Financing and Subscription Agreement
As previously disclosed, on June 12, 2023, Prospector Capital Corp.,
a Cayman Islands exempted company (“Prospector”), entered into a Business Combination Agreement (as
the same may be amended, supplemented or otherwise modified from time to time, the “BCA”), with LeddarTech Inc.,
a corporation existing under the laws of Canada (“LeddarTech”), and LeddarTech Holdings Inc., a company incorporated
under the laws of Canada and a wholly owned subsidiary of LeddarTech (“Newco”), for a proposed business combination
(the “Business Combination”). In addition, as previously disclosed, on June 12, 2023, LeddarTech
entered into a subscription agreement (the “Subscription Agreement”) with certain investors, including investors who
subsequently joined the Subscription Agreement (the “Investors”), pursuant to which the Investors agreed to purchase
convertible notes of LeddarTech (upon execution of the BCA) and Newco (upon closing of the BCA) in an aggregate principal amount of approximately
$44 million (the “Financing”).
The Financing was structured
to be issued in two tranches: (i) a first tranche of convertible notes (the “Tranche A Notes”) in the aggregate principal
amount of approximately $22 million to be issued in connection with the execution of the BCA; and (ii) a second tranche of convertible
notes (the “Tranche B Notes”) in the aggregate principal amount of approximately $22 million to be issued upon completion
of the Business Combination. The Investors of the Tranche A Notes received and exercised warrants to purchase 605,005 Class D-1 Preferred
Shares of LeddarTech (the “Class D-1 Preferred Shares”) (2.75 Class D-1 Preferred Shares per $100 principal amount
of Tranche A Notes Purchased).
On October 30, 2023, LeddarTech and certain of the Investors in the
Tranche B Notes (the “Tranche B-1 Investors”) entered into an amendment to the Subscription Agreement (the “Amendment”).
Pursuant to the Amendment, the Tranche B-1 Investors agreed to accelerate
the timing of funding of the purchase of approximately $4.1 million of the Tranche B Notes (the “Tranche B-1 Notes”)
to October 31, 2023, with the remaining $17.9 million of the Tranche B Notes (the “Tranche B-2 Notes”) to be issued
upon completion of the Business Combination. The Tranche B-1 Investors received and exercised warrants to purchase approximately 24,000
Class D-1 Preferred Shares (0.6 Class D-1 Preferred Shares per $100 principal amount of Tranche B-1 Notes). No issuance of warrants in
respect of the Tranche B Notes was initially contemplated by the Subscription Agreement prior to the Amendment and no warrants will be
issued in connection with the issuance of the Tranche B-2 Notes.
Additionally, in connection with the amended Financing terms, LeddarTech
entered into an amending agreement (the “Desjardins Amendment”) with respect to its existing credit facility (the “Credit
Facility”) with Desjardins Capital Management Inc. (“Desjardins”). The Credit Facility required LeddarTech
to maintain a minimum cash balance of (i) CAD$2.5 million through the completion of the Business Combination, (ii) CAD$10.0 million from
the completion of the Business Combination through October 31, 2024, (iii) CAD$7.5 million from November 1, 2024 through December 31,
2024, (iv) CAD$5.0 million from January 1, 2025 through September 30, 2025, and (v) CAD$3.5 million at all times thereafter. Under the
Credit Facility, as amended by the Desjardins Amendment, LeddarTech is now required to maintain a minimum cash balance of (i) CAD$1.5
million through the completion of the Business Combination, and (ii) CAD$5.0 million thereafter. The Desjardins Amendment also lowered
the applicable interest rate under the Credit Facility from Canadian prime rate + 9.0% to Canadian prime rate + 4.0%, and reduced certain
pre-payment obligations with respect to the Financing and the Business Combination. The Desjardins Amendment also provides that LeddarTech
will issue to Desjardins warrants that ultimately will entitle Desjardins to purchase 250,000 common shares of Newco (upon closing of
the Business Combination).
The foregoing description of the Amendment does not purport to be complete
and is qualified in its entirety by the terms and conditions of the Amendment, a copy of which is attached hereto as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference. All capitalized terms not defined herein shall have the respective meanings
given to them in the Subscription Agreement.
Additional Information and Where to Find It
In connection with the proposed Business Combination, Prospector, LeddarTech
and Newco will prepare, and Newco (as predecessor to the Surviving Company) will file with the SEC, the Registration Statement. Prospector,
LeddarTech and Newco will prepare and file the Registration Statement with the SEC and Prospector will mail the Registration Statement
to its shareholders and file other documents regarding the Business Combination with the SEC. This Form 8-K is not a substitute for any
proxy statement, registration statement, proxy statement/prospectus or other documents Prospector or Newco may file with the SEC in connection
with the Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT
WHEN IT BECOMES AVAILABLE, ANY AMENDMENTS OR SUPPLEMENTS TO THE REGISTRATION STATEMENT, AND OTHER DOCUMENTS FILED BY PROSPECTOR OR NEWCO
WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders will be able to obtain free copies of the Registration Statement and other documents filed with the SEC by Prospector or Newco
through the website maintained by the SEC at www.sec.gov.
No Offer or Solicitation
This Form 8-K does not constitute an offer to sell or the solicitation
of an offer to buy any securities of Prospector or Newco, a solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended (the “Securities Act”).
Participants in the Solicitation
Prospector, LeddarTech and Newco, and certain of their respective directors,
executive officers and employees, may be deemed to be participants in the solicitation of proxies in connection with the Business Combination.
Information about the directors and executive officers of Prospector can be found in the Annual Report on Form 10-K for the fiscal year
ended December 31, 2022, which was filed with the SEC on March 31, 2023. Information regarding the persons who may, under the rules of
the SEC, be deemed participants in the solicitation of proxies in connection with the Business Combination, including a description of
their direct or indirect interests, by security holdings or otherwise, will be set forth in the Registration Statement and other relevant
materials when they are filed with the SEC. These documents can be obtained free of charge from the source indicated above.
Caution Concerning Forward-Looking Statements
Certain statements contained in this Form 8-K may be considered forward-looking
statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section
21E of the Securities and Exchange Act of 1934, as amended, including statements regarding the Business Combination involving Prospector,
LeddarTech and Newco, and the ability to consummate the Business Combination. Forward-looking statements generally include statements
that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,”
“should,” “would,” “expect,” “anticipate,” “plan,” “likely”, “believe,”
“estimate,” “project,” “intend,” and other similar expressions among others. Statements that are not
historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject
to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in
any forward-looking statement as a result of various factors, including, without limitation: (i) the risk that the conditions to the Closing
of the Business Combination are not satisfied, including the failure to timely or at all obtain shareholder approval for the Business
Combination or the failure to timely or at all obtain any required regulatory clearances, including under the HSR Act or of the Superior
Court of Québec; (ii) uncertainties as to the timing of the consummation of the Business Combination and the ability of each of
Prospector, LeddarTech and Newco to consummate the Business Combination; (iii) the possibility that other anticipated benefits of the
Business Combination will not be realized, and the anticipated tax treatment of the Business Combination; (iv) the occurrence of any event
that could give rise to termination of the Business Combination; (v) the risk that shareholder litigation in connection with the Business
Combination or other settlements or investigations may affect the timing or occurrence of the Business Combination or result in significant
costs of defense, indemnification and liability; (vi) changes in general economic and/or industry specific conditions; (vii) possible
disruptions from the Business Combination that could harm LeddarTech’s business; (viii) the ability of LeddarTech to retain, attract
and hire key personnel; (ix) potential adverse reactions or changes to relationships with customers, employees, suppliers or other parties
resulting from the announcement or completion of the Business Combination; (x) potential business uncertainty, including changes to existing
business relationships, during the pendency of the Business Combination that could affect LeddarTech’s financial performance; (xi)
legislative, regulatory and economic developments; (xii) unpredictability and severity of catastrophic events, including, but not limited
to, acts of terrorism, outbreak of war or hostilities and any epidemic, pandemic or disease outbreak (including COVID-19), as well as
management’s response to any of the aforementioned factors; and (xiii) other risk factors as detailed from time to time in Prospector’s
reports filed with the SEC, including Prospector’s Annual Report on Form 10-K, periodic Quarterly Reports on Form 10-Q, periodic
Current Reports on Form 8-K and other documents filed with the SEC. The foregoing list of important factors is not exhaustive. Neither
Prospector nor LeddarTech can give any assurance that the conditions to the Business Combination will be satisfied. Except as required
by applicable law, neither Prospector nor LeddarTech undertakes any obligation to revise or update any forward-looking statement, or to
make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| † | Certain of the exhibits and schedules
to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a
copy of all omitted exhibits and schedules to the SEC upon its request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 2, 2023 |
PROSPECTOR CAPITAL CORP. |
|
|
|
|
By: |
/s/ Derek Aberle |
|
Name: |
Derek Aberle |
|
Title: |
Chief Executive Officer |
4
Exhibit 10.1
AMENDMENT NO. 1 TO
SUBSCRIPTION AGREEMENT
LeddarTech Inc.
4535 Wilfrid-Hamel Blvd #240
Québec, Québec G1P 2J74
This AMENDMENT NO. 1 TO
SUBSCRIPTION AGREEMENT (this “Amendment”) is being entered into as of October 30, 2023 by and among LeddarTech Inc.,
a corporation organized under the Canada Business Corporations Act (the “Company”) and each undersigned investor (each,
an “Investor” and collectively, the “Investors”).
A. WHEREAS,
the Company has entered into the Transaction Agreement with Newco and the SPAC, pursuant to which, among other things, under a plan of
arrangement, (i) Newco will amalgamate with the SPAC to form Amalco, (ii) Amalco will acquire all of the issued and outstanding
equity of the Company in exchange for equity of Amalco (including options, warrants or other securities that have the right to acquire
or convert into equity securities of the Company), and (iii) the Company will become a wholly-owned subsidiary of Amalco and be amalgamated
with Amalco to form the Combined Company, subject to the plan of arrangement and other terms and conditions set forth in the Transaction
Agreement (collectively, the “Business Combination”);
B. WHEREAS,
the Company and certain Investors entered into that certain subscription agreement dated as of June 12, 2023, and the Company and
the remaining Investors subsequently entered into joinder agreements (each, a “Joinder Agreement”) to such subscription
agreement (such subscription agreement, together with each of the Joinder Agreements, the “Subscription Agreement”);
C. WHEREAS,
pursuant to the Subscription Agreement, the Investors committed to purchase, and did purchase, $22,000,530 aggregate principal amount
of Tranche A Notes and Warrants to purchase approximately 605,005 Class D-1 Preferred Shares of the Company, and such Investors committed
to purchase, at the closing of the Business Combination, $22,000,530 aggregate principal amount of Tranche B Notes;
D. WHEREAS,
in order to manage its current need for additional working capital and to finance the Company’s working capital in order to enable
it to complete the transactions contemplated by the Transaction Agreement, the Company has agreed with the Investors identified on Schedule A
hereto (the “Accelerating Investors”) to accelerate the timing of their purchase of a portion of their committed Tranche
B Amount to the Accelerated Tranche B Closing Date (as defined below) and, as an inducement to the Accelerating Investors to fund a portion
of their committed Tranche B Amount on the Accelerated Tranche B Closing Date, the Company has agreed to issue to the Accelerating Investors
additional warrants in substantially the form attached hereto as Schedule C to purchase in the aggregate up to a maximum of 24,322 Class
D-1 Preferred Shares of the Company on or before the first Business Day after the Accelerated Tranche B Closing Date (the “Additional
Warrants”).
E. WHEREAS
pursuant to Section 14.7 of the Subscription Agreement, the terms of the Subscription Agreement may be amended with the written consent
of the Company and the Majority Investors, and the Tranche A Amount, the Tranche B Amount and the Number of Warrant Shares set forth on
the signature pages thereto may be amended with the consent of all the Note Investors.
NOW, THEREFORE, in connection
therewith, and in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions,
set forth herein, and intending to be legally bound hereby, each of the Investors and the Company acknowledges and agrees as follows:
| 1. | Definitions. Capitalized terms used herein but not otherwise defined herein shall have the meanings
ascribed to such terms in the Subscription Agreement. |
| 2. | Amendment. Pursuant to Section 14.7 of the Subscription Agreement, the Subscription Agreement
is hereby amended as follows: |
| a. | The text of Recital G of the Subscription Agreement is hereby amended by deleting such text in its entirety
and replacing it with “WHEREAS, in connection with the Transaction, the Company may also enter into Joinder Agreements, amendments
to this Subscription Agreement or separate subscription agreements, which shall make reference to this Subscription Agreement, with the
Investors or certain other investors (the “Additional Investors” and, collectively with the Investors, the “Note
Investors”) (the “Other Subscription Agreements”), pursuant to which such Investors or Additional Investors
will purchase, contingent upon, inter alia, the closing of the Transaction or the other conditions set forth in the applicable amendment
to this Subscription Agreement, additional secured convertible notes substantially in the form attached hereto as Schedule A (each,
an “Additional Note”, and, collectively, the “Additional Notes”).”; |
| b. | The text of Section 10.1.14 of the Subscription Agreement is hereby amended by deleting such text
in its entirety and replacing it with “[INTENTIONALLY OMITTED]” |
| c. | The text of Section 10.3 of the Subscription Agreement is hereby amended by the addition of a new
Section 10.3.3, reading as follows: “10.3.3 On a weekly basis, an updated 10 week cash flow budget of the Company.” |
| 3. | Effectiveness and Integration. This Amendment shall become effective on the date hereof (the “Effective
Date”). Sections 4 through 8 of this Amendment form an integral part of the Subscription Agreement. For the avoidance of doubt,
from and after the Effective Date (i) the term “Warrants” as defined and used in the Subscription Agreement shall include
the Additional Warrants; and (ii) each of the terms “Tranche B Notes” and “Notes” as defined and used in
the Subscription Agreement shall include the Pre-Close Tranche B Notes (as defined below). |
| 4. | Accelerated Tranche B Purchases. Notwithstanding anything in the Subscription Agreement to the
contrary, and subject to the terms and conditions hereof, (i) the Company agrees to sell to each of the Accelerating Investors, and
each Accelerating Investor agrees, severally and not jointly, to purchase from the Company, in the form of Pre-Close Tranche B Secured
Convertibles Notes substantially in the form attached as Schedule B hereto (“Pre-Close Tranche B Notes”),
that portion of each such Accelerating Investor’s committed Tranche B Amount in the respective principal amounts set forth opposite
such Accelerating Investor’s name under the heading “Pre-Close Tranche B Notes” on Schedule A hereto (the “Pre-Close
Tranche B Amount”), and (ii) the Company agrees to issue to each Accelerating Investor purchasing Pre-Close Tranche B Notes
on the Accelerated Tranche B Closing Date Additional Warrants entitling such Accelerating Investor to purchase up to the respective number
of Warrant Shares set forth opposite such Investor’s name under the heading “Number of Additional Warrant Shares”
on Schedule A hereto. For all purposes under the Subscription Agreement, and notwithstanding the Tranche B Amount of each Accelerating
Investor set forth opposite its respective name on the signature page of the Subscription Agreement, the amount of Tranche B Notes to
be purchased by the Accelerating Investors at the Tranche B Closing on the Tranche B Closing Date pursuant to Section 4.2 of the
Subscription Agreement shall be reduced by the principal amount of Pre-Close Tranche B Notes purchased by such Accelerating Investor on
the Accelerated Tranche B Closing Date. The respective Tranche B Amounts for each Investor other than the Accelerating Investors shall
remain as set forth opposite the respective names of such other Investors on the signature page of the Subscription Agreement or any Joinder
Agreement under the heading “Tranche B Amount”. For the avoidance of doubt, subject to Sections 5 through 8, the purchase
by the Accelerating Investors of the Pre-Close Tranche B Notes is made subject to the same terms and conditions as the sale of the Tranche
A Notes at a Tranche A Closing set out in the Subscription Agreement, and the Company acknowledges and agrees that the Accelerating Investors
are relying on the acknowledgments, understandings, agreements, representations and warranties in the Subscription Agreement by the Company
(as may be qualified by revised Disclosure Schedules attached hereto as Schedule M) to enter into this Amendment. |
| 5. | Accelerated Tranche B Closing. The closing of the sale of the Pre-Close Tranche B Notes and Additional
Warrants (the “Accelerated Tranche B Closing”) shall occur at 11:00 a.m. Eastern Time on the date on which the conditions
set out in Section 6 are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Accelerated
Tranche B Closing, but subject to the satisfaction or waiver of such conditions at such time) (the “Accelerated Tranche B Closing
Date”). For the avoidance of doubt, the conditions set forth in Sections 5.2 of the Subscription Agreement shall not be applicable
to the Accelerated Tranche B Closing. On the date hereof, the Company is delivering a written notice and flow of funds to the Accelerating
Investors (the “Accelerated Tranche B Closing Notice and Flow of Funds”) specifying wire transfer instructions for
the Company’s account and confirming when the Company reasonably expects all conditions set out in Section 6 to be satisfied
or waived. On the date hereof, each Accelerating Investor shall (i) provide such information that is reasonably requested in the
Accelerated Tranche B Closing Notice and Flow of Funds in order for the Company to issue such Accelerating Investor’s Pre-Close
Tranche B Note and Additional Warrants, including, without limitation, the legal name of the person in whose name such Pre-Close Tranche
B Note and Additional Warrants are to be issued and (ii) deliver to the Company such Accelerating Investor’s Pre-Close Tranche
B Amount by wire transfer in immediately available funds in escrow to a segregated account of the Company as specified by the Company
in the Accelerated Tranche B Closing Notice and Flow of Funds. If the Accelerated Tranche B Closing does not occur within five (5) Business
Days following transmission of the Accelerated Tranche B Closing Notice and Flow of Funds, the Company shall promptly (but not later than
one (1) Business Day thereafter) return each Accelerating Investor’s Pre-Close Tranche B Amount in full to such Accelerating Investor;
provided that, unless the Subscription Agreement or this Amendment has been terminated, such return of funds shall not terminate the Subscription
Agreement or this Amendment or relieve any Accelerating Investor of its obligations to purchase the Pre-Close Tranche B Notes at the Accelerated
Tranche B Closing in the event the Company delivers a subsequent Accelerated Tranche B Closing Notice and Flow of Funds in connection
with this Section 5. At the Accelerated Tranche B Closing, the Company will deliver to each Accelerating Investor having delivered
the relevant Pre-Close Tranche B Amount in full in accordance with this Section 5 a duly executed Pre-Close Tranche B Note in a principal
amount equal to the Pre-Close Tranche B Amount set forth opposite such Accelerating Investor’s name on Schedule A hereto, together
with a duly executed Additional Warrant entitling such Accelerating Investor to purchase up to the number of Warrant Shares set forth
opposite such Accelerating Investor’s name under the heading “Number of Additional Warrant Shares” on Schedule A
hereto. Upon request of any Accelerating Investor as a condition precedent prior to funding on the Accelerated Tranche B Closing Date,
the Company shall deliver to the Accelerating Investor a copy (electronically in PDF format) of the duly executed Pre-Close Tranche B
Note in a principal amount equal to the Pre-Close Tranche B Amount set forth opposite such Accelerating Investor’s name on Schedule A
hereto, and a copy (electronically in PDF format) of the duly executed Additional Warrant entitling such Accelerating Investor to purchase
that number of Warrant Shares set forth opposite such Accelerating Investor’s name on Schedule A hereto, each of the Pre-Close Tranche
B Note and Additional Warrant to be registered in the name of the Accelerating Investor (or its nominee in accordance with its delivery
instructions). If requested by an Accelerating Investor, the Company shall deliver the originally signed Pre-Close Tranche B Note and
Additional Warrant to the Accelerating Investor within one (1) Business Day of the Accelerated Tranche B Closing. |
| 6. | Conditions to Accelerated Tranche B Closing. |
| a. | The obligations of the Company to consummate the Accelerated Tranche B Closing pursuant to this Amendment
and the Subscription Agreement shall be subject to the satisfaction or waiver of the following conditions (each of which is for the Company’s
exclusive benefit and may be waived by the Company, in whole or in part at its option): |
(1) all
representations and warranties of the Accelerating Investors contained in the Subscription Agreement shall be true and correct in all
material respects at and as of the Accelerated Tranche B Closing (unless they specifically speak as of an earlier date in which case they
shall be true and correct in all material respects as of such date);
(2) all
obligations, covenants and agreements of the Accelerating Investors contained in the Subscription Agreement and this Amendment required
to be performed by them at or prior to the Accelerated Tranche B Closing shall have been performed in all material respects; and
(3) no
applicable Governmental Entity shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation
(whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions
contemplated in this Amendment or the Subscription Agreement illegal or otherwise restraining or prohibiting consummation of the transactions
contemplated in this Amendment or the Subscription Agreement, and no Governmental Entity shall have instituted a proceeding seeking to
impose any such prevention or prohibition.
| b. | The obligation of each Accelerating Investor to consummate the Accelerated Tranche B Closing pursuant
to this Amendment and the Subscription Agreement shall be subject to the satisfaction or waiver of the following conditions (each of which
is for each Accelerating Investor’s exclusive benefit and may be waived by each Accelerating Investor, for itself, in whole or in
part at its option): |
(1) all
representations and warranties of the Company contained in the Subscription Agreement, as may be qualified by Schedule M hereto, shall
be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material
Adverse Change, which representations and warranties shall be true and correct in all respects) at and as of the Accelerated Tranche B
Closing (unless they specifically speak as of an earlier date in which case they shall be true and correct in all material respects as
of such date (other than representations and warranties that are qualified as to materiality or Material Adverse Change, which representations
and warranties shall be true in all respects)), it being understood that, effective as of the Accelerated Tranche B Closing, any references
to Closing, Closing Date, Tranche A Note, Warrant or Schedule M in the definitions or the representation and warranties of Company contained
in the Subscription Agreement shall be deemed to also respectively refer to the Accelerated Tranche B Closing, the Accelerated Tranche
B Closing Date, the Pre-Close Tranche B Note,the Additional Warrants and Schedule M attached hereto;
(2) all
obligations, covenants and agreements of the Company contained in the Subscription Agreement and this Amendment required to be performed
by it at or prior to the Accelerated Tranche B Closing shall have been performed in all material respects;
(3) the
Company will have provided to the Accelerating Investors a copy of the Interim Financial Statements;
(4) the
Company will have provided to the Desjardins Capital Investors a certificate of eligibility confirming (a) that the majority of the employees
of the Company reside in the province of Quebec and (b) the value of the assets of the Company;
(5) the
Company shall have executed and delivered all Transaction Documents to which it is a party and which relate to the Accelerated Tranche
B Closing;
(6) no
event of default (as defined in the Tranche A Notes) shall have occurred;
(7) the
Chief Executive Officer of the Company shall have delivered to the Accelerating Investors a certificate dated as of the Accelerated Tranche
B Closing Date in form and substance reasonably acceptable to the Accelerating Investors certifying that the conditions specified in paragraphs
(1), (2) and (6) of this Section 6(b) have been fulfilled;
(8) the
Company will have fully satisfied (including with respect to rights of timely notification) or obtained enforceable waivers in respect
of any preemptive or similar rights directly or indirectly affecting any of its securities;
(9) since
the date of the Subscription Agreement, no Material Adverse Change shall have occurred;
(10) all
Consents, approvals, exemptions, permits or authorizations that are required to be obtained by the Company in connection with the issuance
and sale of Pre-Close Tranche B Notes and Additional Warrants pursuant to this Amendment shall have been obtained and shall be effective
as of the Accelerated Tranche B Closing;
(11) the
Accelerating Investors will have received from Stikeman Elliott LLP, counsel for the Company, an opinion, dated as of the Accelerated
Tranche B Closing, in substantially the form attached to the Subscription Agreement as Schedule Q;
(12) the
Accelerating Investors shall have concurrently proceeded with their respective Pre-Close Tranche B Amount investment in the Company (as
set forth opposite each Accelerating Investor’s name on Schedule A hereto) in the aggregate amount of not less than $4.0 million;
(13) the
Company shall not have amended, modified, or waived any provision under the Transaction Agreement in a manner that would reasonably be
expected to materially and adversely affect the rights of Investors under the Subscription Agreement or this Amendment without having
received each affected Investor’s prior written consent; and
(14) no
applicable Governmental Entity shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation
(whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions
contemplated in this Amendment or the Subscription Agreement illegal or otherwise restraining or prohibiting the consummation of the transactions
contemplated in this Amendment or the Subscription Agreement, and no Governmental Entity shall have instituted a proceeding seeking to
impose any such prevention or prohibition.
| 7. | Representations and Warranties of Accelerating Investors. Each Accelerating Investor represents
and warrants, severally and not jointly or jointly, to the Company that, as of the Effective Date (as defined below), the representations
and warranties contained in the Subscription Agreement applicable to such Accelerating Investor are true and correct in all material respects
as of the Effective Date as though made on that date. |
| 8. | Representation and Warranties of Company. The Company represents and warrants to the Accelerating
Investors that, as of the Accelerated Tranche B Closing, except as disclosed in writing by the Company to the Accelerating Investors in
the certificate provided under Section 6.b(7) and approved by the Accelerating Investors in writing (which disclosures shall be deemed
to amend the disclosures delivered as contemplated in the Subscription Agreement), the representations and warranties contained in the
Subscription Agreement applicable to the Company are true and correct in all material respects as of the Effective Date as though made
on that date. |
| 9. | Further Assurances. At or prior to the Accelerated Tranche B Closing, each of the Company and each
Accelerating Investor shall execute and deliver such additional documents and take such additional actions as the parties reasonably may
deem to be practical and necessary in order to consummate the transactions as contemplated by this Amendment. |
| 10. | Specific Performance. Each of the parties hereto acknowledge and agree that each of the parties
hereto and the Beneficiary shall be entitled to seek and obtain equitable relief, without proof of actual damages, including an injunction
or injunctions or order for specific performance to prevent breaches of this Amendment and to enforce specifically the terms and provisions
of this Amendment (this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort
or otherwise) to cause the Company to cause, or directly cause, the Accelerating Investors to fund the applicable Pre-Close Tranche B
Amount and cause the Accelerated Tranche B Closing to occur on the Accelerated Tranche B Closing Date. Each party hereto further agrees
that none of the parties hereto or the Beneficiary shall be required to obtain, furnish, or post any bond or similar instrument in connection
with or as a condition to obtaining any remedy referred to in this Section 10, and each party hereto irrevocably waives any right
it may have to require the obtaining, furnishing, or posting of any such bond of similar instrument. |
| 11. | Governing Law. This Amendment shall be governed by and construed in accordance with the laws of
the Province of Québec and the laws of Canada applicable therein (regardless of the laws that might otherwise govern under applicable
principles of conflicts of laws thereof) as to all matters (including any action, suit, litigation, arbitration, mediation, claim, charge,
complaint, inquiry, proceeding, hearing, audit, investigation or reviews by or before any Governmental Entity related hereto), including
matters of validity, construction, effect, performance and remedies. |
| 12. | Counterparts. This Amendment may be executed in one or more counterparts (including by facsimile
or electronic mail or in PDF format) and by different parties in separate counterparts, with the same effect as if all parties hereto
had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the
same agreement. |
| 13. | No Other Modifications. Except as modified hereby, the Subscription Agreement shall remain in full
force and effect and unmodified. |
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties
hereto have executed or caused this Amendment as of the date first written above.
THE COMPANY: |
|
|
|
|
LEDDARTECH INC. |
|
|
|
By: |
/s/ Charles Boulanger |
|
Name: |
Charles Boulanger |
|
Title: |
Chief Executive Officer |
|
Address for Notices: |
|
|
LeddarTech Inc.
4535, boulevard Wilfrid-Hamel, Suite 240
Quebec G1P 2J7, Canada
Attn: David Torralbo
Email: david.torralbo@leddartech.com and legal@leddartech.com |
|
|
with a copy (not to constitute notice) to: |
|
|
White & Case LLP |
1221 Avenue of the Americas |
New York, NY 10020 |
Attention: |
Joel Rubinstein |
|
Daniel Nussen |
Email: |
Joel.Rubinstein@whitecase.com |
|
Daniel.Nussen@whitecase.com |
|
|
and |
|
Osler, Hoskin & Harcourt LLP
1000, rue De La Gauchetière Ouest, Bureau 2100
Montréal QC H3B 4W5
Attention: Shahir Guindi
Email: sguindi@osler.com |
|
and |
|
Vedder Price
P.C.
1633
Broadway, 41st Floor
New
York, NY 10019
Attention:
John Blatchford
Email:
jblatchford@vedderprice.com |
|
|
and |
|
|
Stikeman Elliott LLP |
1155 René-Lévesque West Boulevard, 41st Floor |
Montréal H3B 3V2, Canada |
Attention: |
Pierre-Yves Leduc |
|
Julien Michaud |
Email: |
pyleduc@stikeman.com |
|
jmichaud@stikeman.com |
ACCELERATING INVESTORS |
|
|
|
PROSPECTOR SPONSOR LLC |
|
|
|
|
By: |
/s/ Derek Kenneth Aberle |
|
Name: |
Derek Kenneth Aberle |
|
Title: |
Managing Member |
|
Address for Notices: |
|
|
|
PO Box 309, Ugland House, Grand
Cayman, KY1-1104, Cayman Islands |
|
Attention: Nick Stone |
|
|
|
Email for Notices:
nick@fsinvestors.com |
|
|
|
|
|
Name in which securities are to be registered: |
|
Prospector Sponsor LLC |
|
FS LT HOLDINGS LP, by its general partner FS INVESTMENT,
L.P., by its general partner NICK STONE MANAGEMENT II, LLC
By: |
/s/ Nick Stone |
|
Name: |
Nick Stone |
|
Title: |
Manager |
|
Address for Notices: |
|
|
|
FS LT HOLDINGS LP |
|
1250 Prospect St, Suite 200 |
|
La Jolla, CA 92037 |
|
Attention of: Nick Stone |
|
|
|
Email for Notices:
nick@fsinvestors.com |
|
|
|
|
|
Name in which securities are to be registered: |
|
FS LT Holdings LP |
|
INVESTISSEMENT QUÉBEC
By: |
/s/ Sébastien Plante |
|
Name: |
Sébastien Plante |
|
Title: |
Directrice d’investissement spécialisé |
|
|
|
|
By: |
/s/ Nancy L’espérance |
|
Name: |
Nancy L’espérance |
|
Title: |
Directrice d’investissement spécialisé |
|
Address for Notices: |
|
Investissement Québec |
|
1001, boulevard Robert-Bourassa,
Suite 1000, Montréal, Québec H3B
0A7 |
|
Attention: Secrétaire |
|
E-mail: affaires.juridiques@invest-quebec.com |
|
Attention: Nicolas.Delisle, Trésorier |
|
E-mail: nicolas.delisle@invest-quebec.com |
|
|
|
with a copy (which shall not constitute notice) to: |
|
|
|
Fasken Martineau DuMoulin LLP |
|
365, rue Abraham-Martin, bureau 600 |
|
Québec, Québec G1K 8N1 |
|
|
|
Attention: Anne-Marie Naud |
|
E-mail: anaud@fasken.com |
|
|
|
Name in which securities are to be registered: |
|
Investissement Québec |
|
Fidelity True North Fund
by its manager fidelity Investments Canada ULC
By: |
/s/ Amanda Thomas |
|
Name: |
Amanda Thomas |
|
Title: |
VP and Fund Treasurer |
|
Address for Notices: |
|
Fidelity
True North Fund |
|
483
Bay Street, North Tower, Suite 300 |
|
Toronto, ON M5G 2N7 |
|
Email
for Notices:
Elizabeth.Chow@fidelity.ca |
|
|
|
|
|
Name in which securities are
to be registered: |
|
Roytor
& Co., for the benefit of
Fidelity
True North Fund |
|
BDC Capital Inc.
By: |
/s/ Dominique Bélanger |
|
Name: |
Dominique Bélanger |
|
Title: |
Managing Partner, GVCF, BDC Capital |
|
|
|
|
By: |
/s/ Phil Anzarut |
|
Name: |
Phil Anzarut |
|
Title: |
Partner, GVCF, BDC Capital |
|
Address for Notices: |
|
|
|
5 Place Ville Marie |
|
Suite 100 |
|
Montreal, Quebec H3B 2G2 |
|
|
|
Email for Notices: |
|
|
|
Dominique.belanger@bdc.ca |
|
|
|
Name in which securities are to be registered: |
|
BDC Capital Inc. |
|
Capital Régional
et Coopératif Desjardins
By: |
/s/ Éric Bolduc |
|
Name: |
Éric Bolduc |
|
Title: |
Investment Manager |
|
|
|
|
By: |
/s/ Roland Léger |
|
Name: |
Roland Léger |
|
Title: |
Associate Vice-President |
|
Address for Notices: |
|
|
|
Desjardins Capital Management Inc. |
|
2, Complexe Desjardins, Tour est |
|
Bureau 1717, C.P. 760, Succursale
Desjardins |
|
Montréal, Québec H5B 1B8 |
|
Attention of: Affaires juridiques de
Desjardins Capital |
|
Facsimile No.: 514-281-7808 |
|
|
|
Email for Notices: |
|
|
|
|
|
avis-conventionsjuridiques@desjardins.com
-and - eric.bolduc@desjardins.com |
|
Name in which securities are to be registered |
|
Capital Régional et Coopératif Desjardins |
|
Desjardins-Innovatech,
S.E.C., acting by its general partner, Gestion Desjardins Capital Inc.
By: |
/s/ Éric Bolduc |
|
Name: |
Éric Bolduc |
|
Title: |
Investment Manager |
|
|
|
|
By: |
/s/ Roland Léger |
|
Name: |
Roland Léger |
|
Title: |
Associate Vice-President |
|
Address for Notices: |
|
|
|
Desjardins Capital Management Inc. |
|
2, Complexe Desjardins, Tour est |
|
Bureau 1717, C.P. 760, Succursale
Desjardins |
|
Montréal, Québec H5B 1B8 |
|
Attention of: Affaires juridiques de
Desjardins Capital |
|
Facsimile No.: 514-281-7808 |
|
|
|
Email for Notices: |
|
|
|
avis-conventionsjuridiques@desjardins.com
-and - eric.bolduc@desjardins.com |
|
|
|
|
|
Name in which securities are to be registered: |
|
Desjardins-Innovatech, S.E.C. |
|
Derek Kenneth Aberle
By: |
/s/ Derek Kenneth Aberle |
|
Name: |
Derek Kenneth Aberle |
|
Address for Notices: |
|
|
|
Derek Kenneth Aberle
12774 Toyon Mesa Ct
San Diego, CA 92130 |
|
|
|
Email for Notices:
daberle18@gmail.com |
|
|
|
|
|
Name in which securities are to be registered: |
|
Derek Kenneth Aberle |
|
CAMILLE GOURDE-CABOT
By: |
/s/ Camille Gourde-Cabot |
|
Name: |
Camille Gourde-Cabot |
|
Address for Notices: |
|
|
|
2673A Letourneux, Montréal,
Canada, H1V 2P3 |
|
|
|
Email for Notices: |
|
camille.gc@leddartech.com |
|
|
|
Name in which securities are to be registered: |
|
Camille Gourde-Cabot |
|
DAVID TORRALBO
By: |
/s/ David Torralbo |
|
Name: |
David Torralbo |
|
Address for Notices: |
|
|
|
2170 Cambridge road, Mont-Royal,
Canada, H3R 2Y3 |
|
|
|
Email for Notices: |
|
david.torralbo@leddartech.com |
|
|
|
Name in which securities are to be registered: |
|
David Torralbo |
|
STÉPHANE BONENFANT
By: |
/s/ Stéphane Bonenfant |
|
Name: |
Stéphane Bonenfant |
|
Address for Notices: |
|
|
|
538 Port St-Malo, L’Ile-Bizard,
Canada, H9C 2P5 |
|
|
|
Email for Notices: |
|
Stephane.bonefant@leddartech.com |
|
|
|
Name in which securities are to be registered: |
|
Stéphane Bonenfant |
|
MICHEL BRÛLÉ
By: |
/s/ Michel Brûlé |
|
Name: |
Michel Brûlé |
|
Address for Notices: |
|
|
|
1432 François P. Bruneau, St-Bruno,
Canada, J3V 6K5 |
|
|
|
Email for Notices: |
|
mm.invest@sympatico.ca |
|
|
|
Name in which securities are to be registered: |
|
Michel Brûlé |
|
CHARLES BOULANGER
By: |
/s/ Charles Boulanger |
|
Name: |
Charles Boulanger |
|
Address for Notices: |
|
|
|
701-1440 du maire Beaulieu av.,
Québec, Canada, G1S 0C1 |
|
|
|
Email for Notices: |
|
charles.boulanger@leddartech.com |
|
|
|
Name in which securities are to be registered: |
|
Charles Boulanger |
|
FRÉDÉRIC BOISMENU-QUENNEVILLE
By: |
/s/ Frédéric Boismenu-Quenneville |
|
Name: |
Frédéric Boismenu-Quenneville |
|
Address for Notices: |
|
|
|
2830 Ste-Foy road, App. 310
Québec, Canada, G1V 0E3 |
|
|
|
Email for Notices: |
|
Frederic.bq@leddartech.com |
|
|
|
Name in which securities are to be registered: |
|
Frédéric Boismenu-Quenneville |
|
FRANTZ SAINTELLEMY
By: |
/s/ Frantz Saintellemy |
|
Name: |
Frantz Saintellemy |
|
Address for Notices: |
|
|
|
120 les Érables street, Laval, Quebec,
Canada, H7R 1A4 |
|
|
|
Email for Notices: |
|
frantz.saintellemy@leddartech.com |
|
|
|
Name in which securities are to be registered: |
|
Frantz Saintellemy |
|
MM CONSULTING S.A.S.
By: |
/s/ MM Consulting SAS |
|
Name: |
MM Consulting SAS |
|
Title: |
President |
|
Address for Notices: |
|
|
|
19 Mac Mahon Av., 75017, Paris,
France |
|
|
|
Email for Notices: |
|
yann.delabriere@outlook.fr |
|
|
|
Name in which securities are to be registered: |
|
MM Consulting SAS |
|
ÉTIENNE DESHAIES SAMSON
By: |
/s/ Étienne Deshaies Samson |
|
Name: |
Étienne Deshaies Samson |
|
Address for Notices: |
|
|
|
605. René-Lévesque West blvd., app.
1, G1S 1S7, Québec, Canada |
|
|
|
Email for Notices: |
|
Etienne.ds@leddartech.com |
|
|
|
Name in which securities are to be registered: |
|
Étienne Deshaies Samson |
|
FRÉDÉRIC CHASSÉ
By: |
/s/
Frédéric Chassé |
|
Name: |
Frédéric Chassé |
|
Address for Notices: |
|
|
|
6816 Claudel Street, Brossard,
Canada, J4Z 0J2 |
|
|
|
Email for Notices: |
|
Frederic.chasse@leddarteech.com |
|
|
|
Name in which securities are to be registered: |
|
Frédéric Chassé |
|
HANNAH OSBORN
By: |
/s/
Hannah Osborn |
|
Name: |
Hannah Osborn |
|
Address for Notices: |
|
|
|
10091 Kress road, Pinckney MI
48169 |
|
|
|
Email for Notices: |
|
Hannah.osborn@leddartech.com |
|
|
|
Name in which securities are to be registered: |
|
Hannah Sudds |
|
SAMUEL TREMBLAY
By: |
/s/
Samuel Tremblay |
|
Name: |
Samuel Tremblay |
|
Address for Notices: |
|
|
|
1133 Rue des Pinsons, Beloeil, QC,
J3G5G6 |
|
|
|
Email for Notices: |
|
Samuel.tremblay@leddartech.com |
|
|
|
Name in which securities are to be registered: |
|
Samuel Tremblay |
|
PIERRE MERRIAUX
By: |
/s/
Pierre Merriaux |
|
Name: |
Pierre Merriaux |
|
Address for Notices: |
|
|
|
4505 Carre du Claux, Quebec,
G1P1C3 |
|
|
|
Email for Notices: |
|
Pierre.merriaux@leddartech.com |
|
|
|
Name in which securities are to be registered: |
|
Pierre Merriaux |
|
OTHER INVESTORS
CHRISTELLE PUAGNOL
By: |
/s/ Christelle Puagnol |
|
Name: |
Christelle Puagnol |
|
Address for Notices: |
|
|
|
Appt 70, 3 rue des blés d´Or 78 180
Montigny-le-Bretonneux, France |
|
|
|
Email for Notices: |
|
christellepuagnol@gmail.com |
|
|
|
Name in which securities are to be registered: |
|
Christelle Puagnol |
|
SANTIAGO MOYA
By: |
/s/ Santiago Moya |
|
Name: |
Santiago Moya |
|
Address for Notices: |
|
|
|
304-3805 rue de Verdun, Verdun, QC,
H4G 1K7 |
|
|
|
Email for Notices: |
|
Santiago.moya@leddartech.com |
|
|
|
Name in which securities are to be registered: |
|
Santiago Moya |
|
NORMAND LECLERC
By: |
/s/ Normand Leclerc |
|
Name: |
Normand Leclerc |
|
Address for Notices: |
|
|
|
134 Hypolite-Rougié, Saint-Jean-sur-
Richelieu, QC, J2W 2Y2 |
|
|
|
Email for Notices: |
|
leclercnorm@sympatico.ca |
|
|
|
Name in which securities are to be registered: |
|
Normand Leclerc |
|
STÉPHANE DUQUET
By: |
/s/ Stéphane Duquet |
|
Name: |
Stéphane Duquet |
|
Address for Notices: |
|
|
|
4801 rue du Courlis, St-Augustin-de-
Desmaures, QC G3A2B6 |
|
|
|
Email for Notices: |
|
sduquet@videotron.ca |
|
|
|
Name in which securities are to be registered: |
|
Stéphane Duquet |
|
PIER-LUC TANGUAY
By: |
/s/ Pier-Luc Tanguat |
|
Name: |
Pier-Luc Tanguay |
|
Address for Notices: |
|
|
|
1869 rue des Bassins apt. 206, H3J
0A3, Montreal (Québec), Canada |
|
|
|
Email for Notices: |
|
Tanguat.pierluc@gmail.com |
|
|
|
Name in which securities are to be registered: |
|
Pier-Luc Tanguay |
|
DAVID KHOUYA
By: |
/s/ David Khouya |
|
Name: |
David Khouya |
|
Address for Notices: |
|
|
|
2560 Dandurand, Montréal, Qc, H1Y
1S3 |
|
|
|
Email for Notices: |
|
David.khouya@leddartech.com |
|
|
|
Name in which securities are to be registered: |
|
David Khouya |
|
TAL ALBER
By: |
/s/ Tal Alber |
|
Name: |
Tal Alber |
|
Address for Notices: |
|
|
|
35 Emek Hefer Street, Apt 18,
Modiin, 7179268, Israel |
|
|
|
Email for Notices: |
|
Tal.y.alber@gmail.com |
|
|
|
Name in which securities are to be registered: |
|
Tal Alber |
|
SZETO CHI HANG CLIVE
By: |
/s/ Szeto Chi Hang Clive |
|
Name: |
Szeto Chi Hang Clive |
|
Address for Notices: |
|
|
|
Unit 20B, Block 1, Granville Garden,
18 Pik TinSt., Taiwai Hong Kong |
|
|
|
Email for Notices: |
|
cliveszeto@gmail.com |
|
|
|
Name in which securities are to be registered: |
|
Szeto Chi Hang Clive |
|
JK WANG
By: |
/s/ JK Wang |
|
Name: |
JK Wang |
|
Address for Notices: |
|
|
|
Room 101, building 55, Lane 1288,
South Lianhua RD. Shanghai China
Postcode: 201104 |
|
|
|
Email for Notices: |
|
jankenw@13p.com |
|
|
|
Name in which securities are to be registered: |
|
Wang Xiaowen |
|
SCHEDULE
A
Accelerating Investor | |
Pre-Close Tranche B
Notes (US$) | | |
Number of Additional Warrant
Shares | |
Investissement Québec | |
| 1,385,041.55 | | |
| 8,310 | |
FS LT Holdings LP | |
| 849,492.15 | | |
| 5,097 | |
Prospector Sponsor LLC | |
| 722,530.00 | | |
| 4,335 | |
Fidelity True North Fund | |
| 461,000.00 | | |
| 2,766 | |
BDC Capital Inc. | |
| 230,378.58 | | |
| 1,382 | |
Capital Régional Et Coopératif Desjardins | |
| 165,743.31 | | |
| 994 | |
Desjardins-Innovatech, S.E.C. | |
| 165,743.31 | | |
| 994 | |
Frantz Saintellemy | |
| 23,167.00 | | |
| 139 | |
Derek Kenneth Aberle | |
| 19,390.58 | | |
| 116 | |
Charles Boulanger | |
| 7,000.00 | | |
| 42 | |
MM Consulting SAS | |
| 6,500.00 | | |
| 39 | |
David Torralbo | |
| 5,667.00 | | |
| 34 | |
Michel Brûlé | |
| 3,834.00 | | |
| 23 | |
Hannah Osborn | |
| 3,834.00 | | |
| 23 | |
Camille Gourde-Cabot | |
| 1,000.00 | | |
| 6 | |
Stéphane Bonenfant | |
| 1,000.00 | | |
| 6 | |
Samuel Tremblay | |
| 667.00 | | |
| 4 | |
Frédéric Boismenu-Quenneville | |
| 500.00 | | |
| 3 | |
Étienne Deshaies Samson | |
| 500.00 | | |
| 3 | |
Frédéric Chassé | |
| 500.00 | | |
| 3 | |
Pierre Merriaux | |
| 500,00 | | |
| 3 | |
Total | |
| US$4,053,988.48 | | |
| 24,322 | |
Schedule B
Form of Pre-Close Tranche B Note
NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE
UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES
LAWS OF APPLICABLE PROVINCES, TERRITORIES OR STATES. UNLESS PERMITTED UNDER APPLICABLE SECURITIES LAWS, THE HOLDER OF THIS SECURITY MUST
NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE LATER OF (I) THE ISSUE DATE OF THIS NOTE AND (II) THE DATE
THE COMPANY (AS DEFINED BELOW) BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY. NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON
CONVERSION OF THIS NOTE MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE.
BY ITS ACQUISITION OF THIS NOTE OR THE SECURITIES
ISSUABLE UPON CONVERSION OF THIS NOTE, THE ACQUIRER AGREES FOR THE BENEFIT OF LEDDARTECH INC. (THE “COMPANY”) AND ANY SUCCESSOR
THERETO THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE PRIOR
TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY
RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE
LAW, EXCEPT, SUBJECT TO COMPLIANCE WITH THE REQUIREMENTS AND LIMITATIONS IN THE SHAREHOLDERS AGREEMENT REFERRED TO BELOW:
(A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF;
(B) PURSUANT TO A REGISTRATION STATEMENT
THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT AND IS EFFECTIVE AT THE TIME OF SUCH TRANSFER; OR
(C) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.
PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE
WITH CLAUSE (C) ABOVE, THE COMPANY AND THE TRANSFER AGENT (1) SHALL RECEIVE THE TRANSFEROR ACKNOWLEDGMENT AND TRANSFEREE ACKNOWLEDGMENT
SUBSTANTIALLY IN THE FORM ATTACHED AS SCHEDULE O TO THE SUBSCRIPTION AGREEMENT DATED JUNE 12, 2023 BETWEEN THE COMPANY AND THE INVESTORS
(FOR THE PURPOSES OF THIS CLAUSE (1) ONLY, AS DEFINED THEREIN) (AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME) AND (2) RESERVE THE
RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE
THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION
IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THIS NOTE AND ANY SECURITIES ISSUABLE UPON
CONVERSION OF THIS NOTE MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE SECURITIES LAWS.
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION
OF THIS NOTE ARE SUBJECT TO (A) THE AMENDED AND RESTATED UNANIMOUS SHAREHOLDERS AGREEMENT ENTERED INTO AS OF NOVEMBER 1, 2021 BETWEEN
THE COMPANY AND ITS SHAREHOLDERS, AS AMENDED OR RESTATED FROM TIME TO TIME (THE “EXISTING SHAREHOLDERS AGREEMENT”), AND (B)
ANY OTHER UNANIMOUS SHAREHOLDER AGREEMENT OF THE COMPANY IN EFFECT FROM TIME TO TIME (TOGETHER WITH THE EXISTING SHAREHOLDERS AGREEMENT,
THE “SHAREHOLDERS AGREEMENTS”). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES
REPRESENTED BY THIS NOTE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH SHAREHOLDERS AGREEMENTS. A COPY OF THE SHAREHOLDERS
AGREEMENTS SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON REQUEST.
THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT
(“OID”) FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED. FOR INFORMATION REGARDING
THE ISSUE DATE, ISSUE PRICE, YIELD TO MATURITY AND THE AMOUNT OF OID, PLEASE CONTACT THE COMPANY AT 4535 WILFRID-HAMEL BLVD #240, QUÉBEC,
QUÉBEC, CANADA, G1P 2J74, ATTN: CHIEF FINANCIAL OFFICER.
PRE-CLOSE TRANCHE B SECURED CONVERTIBLE NOTE
$[●] |
October [●], 2023
(the “Issue Date”) |
For value received, LeddarTech
Inc. (“Company”), promises to pay to the order of [Investor Name] (the “Investor”),
the principal sum of $[●] (as such amount may be increased on each Interest Payment Date pursuant to Section 3(a) hereof, the “Principal
Amount”). This Note is subject to the following terms and conditions:
Issuance of Note. This Pre-Close
Tranche B Secured Convertible Note (“Note”) is issued pursuant to the Subscription Agreement.
Definitions. As used in this Note,
the following terms have the following meanings. Capitalized terms used but not defined herein shall have the meaning ascribed thereto
in the Subscription Agreement:
“Act” has the meaning set forth
in the legend to this Note;
“Additional Amount” has the
meaning set forth in Section 12;
“Adjustment Period” means on
or after the date hereof, before conversion or repayment in full of the Outstanding Amount represented by this Note, whether prior to,
on or after the Maturity Date;
“Affiliate” means, with respect
to the Investor, any other person or entity who, directly or indirectly, controls, is controlled by, or is under common control with the
Investor, including without limitation any general partner, managing member, officer or director of the Investor or any venture capital
fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management
company with, the Investor;
“Capital Reorganization” has
the meaning set forth in Section 7;
“Certificates” has the meaning
set forth in Section 6;
“Class D-1 Preferred Shares”
means the Class D-1 preferred shares in the capital of the Company;
“Collateral Agency Agreement”
means that certain collateral agency agreement dated June 12, 2023 entered into among the Hypothecary Representative, the Company, Vayavision
Sensing Ltd., LeddarTech Holdings Inc. and the investors that may be party thereto from time to time, as same may be amended, restated,
supplemented, replaced or otherwise modified from time to time;
“Company” has the meaning set
forth in the first paragraph of this Note;
“Company Amalgamation” has
the meaning given to it in the Transaction Agreement;
“Conversion Notice” has the
meaning set forth in Section 6;
“Conversion Price” means, in
case of conversion into Class D-1 Preferred Shares, an amount equal to the Original Class D Preferred Issue Price of the Class D-1 Preferred
Shares, and in case of conversion into common shares in the capital of the Combined Company, an amount equal to $10.00, in each case as
adjusted from time to time in accordance with Section 7 of this Note;
“Conversion Shares” means the
Shares issuable upon conversion of the Outstanding Amount represented by this Note;
“Conversion Time” has the meaning
set forth in Section 7;
“Core Reps” has the meaning
set forth in Section 14(g);
“DCM” has the meaning set forth
in Section 16;
“Desjardins Capital Investors”
means collectively Capital Regional et Coopératif Desjardins and Desjardins-Innovatech S.E.C.;
“Desjardins entities” has the
meaning set forth in Section 16;
“Desjardins Temporary Loan”
means the bridge term loan in the aggregate principal amount of C$2,500,000 granted by Fédération des caisses Desjardins
du Québec to the Company pursuant to that certain amended and restated financing offer letter, dated April 5, 2023, by and among
Fédération des caisses Desjardins du Québec, the Company and Vayavision, as guarantor, as amended by a first amending
agreement letter dated as of May 1, 2023;
“Event of Default” has the
meaning set forth in Section 14;
“Hypothecary Representative”
means TSX Trust Company;
“Interest Payment Date” has
the meaning set forth in Section 3;
“Interest Period” has the meaning
set forth in Section 3;
“Investor” has the meaning
set forth in the first paragraph of this Note;
“IQ-FDE” means Investissement
Québec, a legal person established under the Act Respecting Investissement Québec, acting as agent for the government
of Québec as part of the Fonds de développement économique;
“IQ Note Repurchase” has the
meaning set forth in Section 14(j);
“IQ Notice” has the meaning
set forth in Section 14(j);
“IQ Side Letter” means the
letter agreement entered into on or about June 12, 2023 between IQ-FDE and the Company;
“IQ Repurchase Offer” has the
meaning set forth in Section 14(j);
“IQ Temporary Loan” means the
loan offer letter delivered to the Company by Investissement Québec on May 1, 2023 and accepted by the Company on May 2, 2023;
“Maturity Date” means the earlier
of
except as extended pursuant to Section
4, one (1) day after the five-year anniversary of the Issue Date, and
the time at which the Outstanding
Amount is made due and payable upon an Event of Default; provided, however that if the Event of Default is cured as permitted in this
Note, then the Maturity Date shall not thereafter be deemed to have occurred with regard to such Event of Default under this clause (ii);
“Majority Investors” means
the holders of at least 52% of the aggregate outstanding principal amount of the issued and outstanding Tranche A Notes, Tranche B Notes
(if any) and Additional Notes (if any);
“Material Adverse Change” means
an event, development, circumstance, fact, act, change or omission (each, an “Event”) which has had or would reasonably
be expected to have, individually or in the aggregate with all other Events, a materially adverse effect on the business, assets, liabilities,
financial condition, results of operations or prospects of, or manner of conducting, the Business, or the Group Companies, taken as a
whole; provided, however, that none of the following shall be deemed in itself to constitute, and that none of the following shall be
taken into account in determining whether there has been, a Material Adverse Change: (a) changes in general economic or political conditions
or the securities, credit or financial markets, including changes in interest or exchange rates, (b) general changes or developments in
the industries in which any of the Group Companies operate, (c) the negotiation, execution and delivery of this Note or the transactions
contemplated by this Note or the public announcement or pendency of the transactions contemplated by this Note, including the impact thereof
on the relationships, contractual or otherwise, of the Group Companies with employees, customers, suppliers, distributors, regulators
or partners, or any litigation relating to this Note, (d) acts of war (whether or not declared), sabotage or terrorism, or any escalation
or worsening of any such acts of war (whether or not declared), sabotage or terrorism, any pandemic, hurricane, tornado, flood, earthquake,
natural disaster, act of God or other comparable events, (e) changes in Law, applicable regulations of any Governmental Entity, generally
accepted accounting principles or accounting standards, or any changes, or issuance of any administrative or judicial notice, decision
or other guidance with respect to, the interpretation or enforcement of any of the foregoing and (f) natural disasters or the COVID-19
pandemic or other epidemic or pandemic outbreaks of similar magnitude, including any continuation thereof; provided, in respect of the
Events described in subsections (a), (b), (d), (e) and (f), that effects related thereto do not affect the Group Companies in a disproportionate
manner relative to other participants in the same industry as them;
“Minimum Optional Redemption Amount”
has the meaning set forth in Section 6;
“Note” has the meaning set
forth in Section 1;
“Note Documents” means, collectively,
this Note, the Subscription Agreement, the Note Security, the Collateral Agency Agreement and all other agreements, documents, instruments
or certificates executed or delivered to the Investors by the Company from time to time pursuant to or otherwise in connection with this
Note, including, for the purpose of creating, granting or maintaining any security held by the Investor in respect of any Obligations,
but excluding for the avoidance of doubt the IQ Side Letter;
“Obligations” means all monies
now or at any time and from time to time hereafter owing or payable by the Company to the Investor pursuant to this Note or any other
Note Documents and all obligations (whether now existing, presently arising or created in the future) of the Company in favour of the
Investor under or in connection with this Note or any other Note Document, whether direct or indirect, absolute or contingent, matured
or not, but excluding for the avoidance of doubt under or in connection with the IQ Side Letter;
“Optional Conversion Notice”
has the meaning set forth in Section 6;
“Original Class D Preferred Issue Price”
has the meaning set forth in the Articles and shall be adjusted, for the avoidance of doubt, to permit the Investor to benefit from any
kind of adjustment made to the Original Class D Preferred Issue Price prior to the conversion of the Outstanding Amount represented by
this Note into Class D-1 Preferred Shares in accordance with the terms hereof;
“Outstanding Amount” means
the entire then-outstanding and unpaid Principal Amount, together with all accrued but unpaid interest under this Note;
“PIK Interest” has the meaning
set forth in Section 3;
“Prime Rate” means the rate
of interest per annum from time to time publicly quoted by the Bank of Canada as being the prime business rate of interest;
“Principal Amount” has the
meaning set forth in the first paragraph of this Note;
“Share Reorganization” has
the meaning set forth in Section 7;
“Shares” means, before the
closing of the Company Amalgamation or in the event of a Tranche B Automatic Termination Event, Class D-1 Preferred Shares and, upon and
after the closing of the Company Amalgamation, the common shares in the capital of the Combined Company, and in the event of any other
change, subdivision, redivision, reclassification, reduction, combination or consolidation thereof or any other adjustment under Section
7, or successive changes, subdivisions, redivisions, reclassifications, reductions, combinations, consolidations or other adjustments,
then subject to the adjustments, if any, having been made in accordance with the provisions of this Note, “Shares”
shall thereafter mean the shares, other securities or other property resulting from such change, subdivision, redivision, reduction, combination,
consolidation or other adjustment;
“Special Distribution” has
the meaning set forth in Section 7;
“Subscription Agreement” means
the subscription agreement dated June 12, 2023, as amended October [23], 2023, among, inter alios, the Company and the Investor
or to which the Investor became party pursuant to a joinder agreement dated on or about the date hereof, as may be further amended from
time to time;
“Subscription Agreement Notes”
means all the convertible notes issued to the Investor and other investors pursuant to the Subscription Agreement;
“Tranche B Automatic Termination Event”
means the termination of the rights and obligations of the parties under the Subscription Agreement in respect of the purchase and sale
of the Tranche B Notes pursuant to Section 13.3 of the Subscription Agreement; and
“Tax Deduction” has the meaning
set forth in Section 12.
Interest.
The Principal Amount shall bear interest, both
before and after maturity, default and judgment, from and including the date of this Note at a rate equal to twelve percent (12%) per
annum (the “PIK Interest”), and on each Interest Payment Date, an amount equal to the PIK Interest due on such Interest
Payment Date shall be added to the Principal Amount and bear interest in accordance with this Section 3.
Interest in respect of each Interest Period shall
be calculated and payable or satisfied, as the case may be, in arrears on each Interest Payment Date as set out in this Section 3. All
interest shall accrue daily, in arrears and compound on each Interest Payment Date. The total amount of such interest due on each Interest
Payment Date shall be calculated on the basis of the actual number of days elapsed in a year of 365 days or 366 days, as the case may
be. An “Interest Period” shall be (i) the period from and including the date hereof to and including the day that is
twelve (12) months after the date hereof, (ii) thereafter, each twelve (12)-month period beginning on and including the first day following
the end of the prior Interest Period and ending on and including the date that is twelve (12) months from such date and (iii) the period
from and including the first day of the twelve (12)-month period preceding the date of repayment or conversion in full to but excluding
the date of repayment or conversion in full. An “Interest Payment Date” shall be the last day of any applicable Interest
Period.
Maturity Date. If this Note is not
converted earlier in accordance with Section 6, the Company shall repay all outstanding Obligations under this Note on the Maturity Date.
In the event the Tranche B Closing occurs, the Maturity Date referred to in Section 2(ee)(i) shall be extended to one (1) day after the
five-year anniversary of the date of the Tranche B Closing.
Permitted Use of Proceeds. The Company
covenants that it shall use the Principal Amount advanced under this Note (i) to finance its working capital in order to enable the Company
to complete the transactions contemplated by the Transaction Agreement and (ii) for the development and the delivery of a ported TDA 4
front view product, a parking product, a commercially viable offroad product and demo cars of such products.
Conversion.
Optional Conversion after Tranche B Automatic
Termination Event. At any time after a Tranche B Automatic Termination Event (if any), but before conversion or repayment in full
of the Outstanding Amount represented by this Note, whether prior to, on or after the Maturity Date, the Investor may elect, in its sole
discretion, by written notice delivered to the Company (the “Tranche B Optional Conversion Notice”) to convert the
Outstanding Amount in full into such number of fully paid and non-assessable Shares equal to the quotient of (i) the Outstanding Amount,
divided by (ii) the applicable Conversion Price.
Optional Conversion after Company Amalgamation.
At any time after the closing of the Company Amalgamation, but before conversion or repayment in full of the Outstanding Amount represented
by this Note, whether prior to, on or after the Maturity Date, the Investor may elect, in its sole discretion, by written notice delivered
to the Company (“Company Amalgamation Optional Conversion Notice” together with the Tranche B Optional Conversion Notice,
the “Optional Conversion Notice” and any of the Company Amalgamation Optional Conversion Notice or the Tranche B Optional
Conversion Notice, a “Conversion Notice”) to convert the Outstanding Amount, in full or a portion thereof. In the case
of a partial conversion, should the portion of the Outstanding Amount to be converted be less than $1,000,000 (the “Minimum Optional
Redemption Amount”), the Investor shall pay all expenses of the Company in connection with such partial conversion; provided
that, in the case of a partial conversion by Desjardins Capital Investors, for purposes of calculating the Minimum Optional Redemption
Amount, such amount shall include the amount to be converted by each of Desjardins-Innovatech, S.E.C. and Capital Régional
et Coopératif Desjardins, collectively, on the same day; provided further that the remaining Outstanding Amount after any such
partial conversion shall not be less than the Minimum Optional Redemption Amount), into such number of fully paid and non-assessable Shares
equal to the quotient of (i) the Outstanding Amount being converted, divided by (ii) the applicable Conversion Price. Notwithstanding
anything to the contrary in this Section 6(b), the Investor may elect to convert a portion of the Outstanding Amount less than the Minimum
Optional Redemption Amount pursuant to this Section 6(b) if the remaining Outstanding Amount after any such partial conversion is not
less than the Minimum Optional Redemption Amount and that such Investor pays for all costs and expenses incurred by the Company in connection
with such partial conversion.
Mechanics and Effect of Conversion. To
convert all or a portion of this Note pursuant to the terms hereof, the Investor must complete, manually sign and deliver to the Company
the Conversion Notice attached hereto as Schedule B or a facsimile of such Conversion Notice. No fractional Shares in the capital of the
Company will be issued upon conversion of the Outstanding Amount represented by this Note. In lieu of any fractional Share to which the
Investor would otherwise be entitled, the Company will pay to the Investor in cash the unconverted Outstanding Amount that would otherwise
be converted into a fractional Share. At its expense, the Company will, within five (5) Business Days after conversion of any Outstanding
Amount represented by this Note, issue and deliver a certificate or certificates (or a notice of issuance of uncertificated Shares, if
applicable) or ownership statement issued under the direct registration or other electronic book-entry system for the number of Shares
to which the Investor is entitled upon conversion (the “Certificates”), together with any other securities and property
to which the Investor is entitled upon conversion of such Outstanding Amount represented by this Note under the terms of this Note, including
a cheque payable to the Investor for any cash amounts payable as described in this Note and the Company will make and deliver a new Note
of like tenor for any remaining portion of the Outstanding Amount; provided that the new Note shall be in a minimum principal amount of
not less than the Minimum Optional Redemption Amount, to (i) the Investor, at the Investor’s principal office, and/or (ii) in respect
of the Certificates, the Investor’s custodian as directed by the Investor before conversion. The Investor will provide the registration
and delivery instructions for the Certificates to the Company before any conversion. Concurrently with conversion of the Outstanding Amount
represented by this Note and the delivery of the Certificates, the Investor will (i) surrender this Note to the Company at its principal
office or at such location as directed by the Company and (ii) deliver the Conversion Notice to the Company. Upon completion of the conversion
of all of the Outstanding Amount, the Company will be released from all of its obligations and liabilities under this Note.
Adjustment of Conversion Price.
The Conversion Price in the case of Section 7(a)(i)
and the number of Shares issuable upon the conversion of the Outstanding Amount represented by this Note in the case of Sections 7(a)(ii)
and 7(a)(iii) shall be subject to adjustment from time to time in the events and in the manner provided as follows, and any such adjustment
shall be applied consistently to all Subscription Agreement Notes:
Share Reorganization. If at
any time during the Adjustment Period the Company shall:
subdivide, redivide or change its outstanding
Shares into a greater number of Shares, or
consolidate, reduce or combine its
outstanding Shares into a lesser number of Shares,
(any of such events in these paragraphs
(A) and (B) being a “Share Reorganization”), then the Conversion Price shall be adjusted as of the effective date or
record date, as the case may be, at which the holders of Shares are determined for the purpose of the Share Reorganization by multiplying
the Conversion Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which shall be
the number of Shares outstanding on such effective date or record date before giving effect to such Share Reorganization and the denominator
of which shall be the number of Shares outstanding as of the effective date or record date after giving effect to such Share Reorganization
(including, in the case where securities exchangeable for or convertible into Shares are distributed, the number of Shares that would
have been outstanding had such securities been fully exchanged for or converted into Shares on such record date or effective date).
Special Distribution. If and
whenever during the Adjustment Period the Company shall issue or distribute to all or to substantially all the holders of the Shares:
securities of the Company including
Shares, rights, options or warrants to acquire shares of any class or securities exchangeable for or convertible into or exchangeable
into any such shares or cash, or property or assets and including evidences of its indebtedness, or
any property or other assets,
and if such issuance or distribution
does not constitute (x) dividends paid in the ordinary course, (y) an issuance or distribution in lieu of dividends paid in the ordinary
course, or (z) a Share Reorganization (any of such non-excluded events being herein called a “Special Distribution”),
the number of Shares to be issued by the Company upon conversion of the Outstanding Amount represented by this Note shall, at the time
of conversion, be appropriately adjusted, and the Investor shall receive, in addition to the number of Shares to be issued by the Company
upon conversion of the Outstanding Amount represented by this Note pursuant to Section 6(a), the aggregate number of Shares or other securities
or property that the Investor would have been entitled to receive as a result of such event if, on the record date therefor, the Investor
had been the registered holder of the number of Shares to which the Investor was theretofore entitled upon the conversion of the Outstanding
Amount represented by this Note.
Capital Reorganization. If
and whenever during the Adjustment Period there shall be a reclassification of Shares at any time outstanding or a change of the Shares
into other shares or into other securities (other than a Share Reorganization), or a consolidation, amalgamation, arrangement or merger
of the Company with or into any other Company or other entity (other than a consolidation, amalgamation, arrangement or merger which does
not result in any reclassification of the outstanding Shares or a change of the Shares into other securities), or a transfer of the undertaking
or assets of the Company as an entirety or substantially as an entirety to another Company or other entity (any of such events being herein
called a “Capital Reorganization”), the Investor shall be entitled to receive, and shall accept upon the conversion
of the Outstanding Amount represented by this Note (the “Conversion Time”), in lieu of the number of Shares to which
the Investor is entitled upon such conversion pursuant to Section 6(a), the aggregate number of Shares, other securities or other property
which such Investor would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof,
the Investor had been the registered holder of the number of Shares to which such Investor was theretofore entitled to upon conversion
of the Outstanding Amount represented by this Note (assuming, for such purposes, an Outstanding Amount equal to the Outstanding Amount
upon the Conversion Time). If determined appropriate by the board of directors of the Company, acting reasonably and in good faith, appropriate
adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section
7 with respect to the rights and interests thereafter of the Investor to the end that the provisions set forth in this Section 7 shall
thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any Shares, other securities or other property
thereafter deliverable upon conversion of the Outstanding Amount represented by this Note. Any such adjustments shall be made by and set
forth in terms and conditions supplemental hereto approved by the board of directors of the Company, acting reasonably and in good faith.
If and whenever at any time during
the Adjustment Period, the Company takes any action affecting its Shares to which the foregoing provisions of this Section 7, in the opinion
of the board of directors of the Company, acting reasonably and in good faith, are not strictly applicable, or if strictly applicable
would not fairly adjust the rights of the Investor against dilution in accordance with the intent and purposes thereof, or would otherwise
materially affect the rights of the Investor hereunder, then the Company shall, subject to any requisite regulatory approval, execute
and deliver to the Investor an amendment hereto providing for an adjustment in the application of such provisions so as to adjust such
rights as aforesaid in such a manner as the board of directors of the Company may determine to be equitable in the circumstances, acting
reasonably and in good faith.
For the avoidance of doubt, no events
or transactions contemplated by the Transaction Agreement shall be considered a Share Reorganization, a Special Distribution or a Capital
Reorganization that would give effect to an adjustments pursuant to this Section 7(a) to the Conversion Price and/or to the number of
Shares issuable upon the conversion of the Outstanding Amount represented by this Note.
The following rules and procedures shall be applicable
to the adjustments made pursuant to Section 7(a):
The adjustments provided for in Section
7(a) are cumulative, and shall, in the case of adjustments to the Conversion Price be computed to the nearest one-tenth of one cent and
shall be made successively whenever an event referred to therein shall occur, subject to the following paragraphs of this Section 7(b).
No adjustment in the Conversion Price
or in the number of Shares issuable upon the conversion of the Outstanding Amount represented by this Note shall be made in respect of
any event described in Section 7(a), other than the events referred to in Section 7(a)(i), if the Investor is entitled to participate
in such event on the same terms, mutatis mutandis, as if it had converted the Outstanding Amount prior to or on the effective date or
record date of such event. For greater certainty the right to participate in a financing through the exercise of a pre-emptive right or
otherwise, shall not be considered the right to participate in such event as outlined in the preceding sentence.
For greater certainty, no adjustment
in the Conversion Price shall be made pursuant to Section 7(a) in respect of the issue from time to time:
of Shares issued upon conversion of
the Outstanding Amount represented by this Note or other Subscription Agreement Notes;
of dividends paid in the ordinary course
of Shares to holders of Shares who exercise an option or election to receive substantially equivalent dividends in Shares in lieu of receiving
a cash dividend pursuant to a dividend reinvestment plan or similar plan adopted by the Company in accordance with applicable securities
laws; or
of Shares pursuant to any option, share
option plan, share purchase plan or other benefit plan in force at the date hereof for directors, officers, employees, advisers or consultants
of the Company, as such option or plan is amended or superseded from time to time in accordance with applicable securities laws, and such
other benefit plans as may be adopted by the Company in accordance with applicable securities laws;
and any such issue shall be deemed
not to be a Share Reorganization or Capital Reorganization.
If the Company shall set a record
date to determine the holders of the Shares for the purpose of entitling them to receive any dividend or distribution or any subscription
or purchase rights and shall, thereafter and before the distribution to such shareholders of any such dividend, distribution or subscription
or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no
adjustment in the Conversion Price or the number of Shares issuable upon the conversion of the Outstanding Amount represented by this
Note shall be required by reason of the setting of such record date.
As a condition precedent to the taking
of any action which would require any adjustment in the conversion rights pursuant to this Note, including the Conversion Price, the Company
shall take any corporate action which may be necessary in order that the Company have unissued and reserved in its authorized capital
and may validly and legally issue as fully paid and non-assessable all the Shares or other securities which the holder of such Note is
entitled to receive on the full conversion thereof in accordance with the provisions hereof.
In the absence of a resolution of
the board of directors of the Company fixing a record date for a Special Distribution, the Company shall be deemed to have fixed as the
record date therefor the date on which such distribution is effected.
Any question that at any time or from
time to time arises with respect to the amount of any adjustment to the Conversion Price or other adjustments pursuant to Section 7(a)
shall be conclusively determined by the board of directors of the Company and shall be binding upon the Company and the Investor. In the
event that any such determination is made, the Company shall notify the Investor in the manner contemplated in Section 17 describing such
determination.
On the happening of each and every such event
set out in Section 7(a), the applicable provisions of this Note, including the Conversion Price, shall, ipso facto, be deemed to be amended
accordingly and the Company shall take all necessary action so as to comply with such provisions as so amended.
In any case in which Section 7(a) shall require
that an adjustment shall be effective immediately after a record date for an event referred to herein, the Company may defer, until the
occurrence of such an event:
upon the delivery of an Optional Conversion
Notice after such record date and before the occurrence of such event, the additional Shares issuable upon such conversion by reason of
the adjustment required by such event, and
delivering to such holder any distributions
declared with respect to such additional Shares after such record date and before such event;
provided, however, that the Company shall deliver
or cause to be delivered to such Investor, an appropriate instrument evidencing such Investor’s right, upon the occurrence of the
event requiring the adjustment, to an adjustment in the Conversion Price and to such distributions declared with respect to any additional
Shares issuable on the conversion of the Outstanding Amount represented by this Note.
At least five (5) Business Days prior to the effective
date or record date, as the case may be, of any event which requires or might require adjustment in conversion rights pursuant to this
Note, including the Conversion Price and the number of Shares issuable upon the conversion of the Outstanding Amount represented by this
Note, the Company shall notify the Investor of the particulars of such event and, if determinable, the required adjustment and the computation
of such adjustment. In case any adjustment for which such notice has been given is not then determinable, the Company shall promptly after
such adjustment is determinable notify the Investor of the adjustment and the computation of such adjustment.
Any adjustment to the Conversion Price pursuant
to Section 7(a)(i) and to the number of Shares issuable upon conversion in the cases of Sections 7(a)(ii) and 7(a)(iii) shall be applied
consistently to all Subscription Agreement Notes and for all Note Investors.
Payment; Prepayment.
All payments made under this Note will be made
in United States dollars at such place as the Investor may from time to time designate in writing to the Company.
Prepayment of any portion of the Outstanding Amount
may not be made by the Company except as set out in the Intercreditor Agreements and with the written consent of all the Note Investors.
Security. The Company’s obligations
under this Note shall be secured by the Note Security.
Hypothecary Representative. The
Hypothecary Representative shall be appointed pursuant to the terms of the Collateral Agency Agreement for the purposes of holding the
Note Security for the benefit of the Note Investors in order to secure the Company’s obligation under the Note Documents.
No Priority. As between the Investor
and the other Note Investors, each Tranche A Note, Tranche B Note, Additional Note, their respective subscription agreement, the Note
Security and the respective rights and remedies thereunder will rank pari passu with the other in all respects.
Tax Withholding.
Any and all payments under or pursuant to this
Note shall to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes (as
defined hereinbelow). If, however, applicable law requires the withholding or deduction of any Taxes, the Company shall be entitled to
deduct and withhold in respect of Taxes from any amounts payable or otherwise deliverable pursuant to this Note such amounts as may be
required to be deducted or withheld therefrom under any provision of applicable law (a “Tax Deduction”). The Company
shall notify the Investor prior to making a Tax Deduction and the Investor and Company shall use commercially reasonable efforts to mitigate,
reduce, or eliminate the Tax Deduction. Notwithstanding any other provision of this Note and for greater certainty, if a Tax Deduction
is required with respect to any amounts payable or otherwise deliverable under this Note, the Company shall increase such amounts payable
or otherwise deliverable as necessary so that after any required withholding or the making of all required deductions (including deductions
applicable to additional sums payable under this Section 12) the applicable Investor receives an amount equal to the sum it would have
received had no such withholding or deduction been made (an “Additional Amount”).
If any Tax that would have resulted in the payment
of an Additional Amount, including for greater certainty, any interest and penalties applicable in respect thereof, is imposed or asserted
on an Investor as a result of any failure to make a Tax Deduction on an amount payable to such Investor, the Company hereby agrees to
indemnify and hold harmless such Investor in respect of such Taxes (including the reasonable fees, charges and disbursements of any counsel
or other tax advisor for the Investor), and shall make payment in respect thereof within fourteen (14) days after demand therefor, regardless
of whether such Tax was correctly or legally imposed or asserted by the relevant governmental authority. For greater certainty the provisions
of Section 12(a) shall apply to any payments made by the Company under this Note.
Each party’s obligations under this Section
12 shall survive any assignment of rights by an Investor, and the repayment, satisfaction or discharge of the Note.
For greater certainty, this Section 12 shall also
apply in respect of any conversion of the Outstanding Amount into Shares of the Company, whether pursuant to this Note or otherwise, such
that, without limitation, (i) the number of Shares actually issued to an Investor, and (ii) any other amounts actually paid to an Investor,
in each case as a result of or in connection with any such conversion, shall not be reduced on account of any Tax Deduction.
The Company will not be required to pay an Additional
Amount in respect of, or to indemnify the Investor for, any Canadian federal withholding Taxes imposed on the payment as a result
of such payment having been made to
an Investor that, at the time of making such payment, (A) is a Person with which the Company does not deal at arm’s length (for
the purposes of the Income Tax Act (Canada)) or (B) is a “specified shareholder” (as defined in subsection 18(5) of
the Income Tax Act (Canada)) of the Company or does not deal at arm’s length (for the purposes of the Income Tax Act
(Canada)) with such a “specified shareholder”;
of the application of proposed subsection
214(18) of the Income Tax Act (Canada) (as set out in proposals to amend the Income Tax Act (Canada) on April 29, 2022 with respect
to “hybrid mismatch arrangements”); or
the failure of the Investor to comply
with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation,
administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in, Tax Deduction, but only to the
extent the Investor is legally entitled to comply with such requirements and only if such Investor received a written request from the
Company delivered reasonably in advance of the date the compliance is required.
Covenants of the Company. The Company
will observe the covenants in favour of the Investor set out in Schedule A to this Note while this Note remains outstanding.
Events of Default. If any of the
following events (each an “Event of Default”) shall occur:
the Company fails to pay when due any principal
amount payable under this Note or any Tranche A Note, Tranche B Note or Additional Note;
the Company fails to make any payment in respect
of interest, fees or crediting of PIK Interest when due under this Note or any Tranche A Note, Tranche B Note or Additional Note, and
such breach continues for three (3) Business Days after the Company’s receipt of written notice to the Company of such breach;
if the rights and obligations of the Investor
under the Subscription Agreement in respect of the purchase and sale of the Tranche B Notes have been terminated and become void in accordance
with the terms of the Subscription Agreement;
if the transactions contemplated by the Transaction
Agreement shall not have been consummated on or prior to December 31, 2023;
a Material Adverse Change;
the Company defaults in the observance or performance
of any covenant contained in the Subscription Agreement, this Note, a Tranche A Note, a Tranche B Note, an Additional Note or any other
Note Document (other than a payment covenant referred to in Sections 14(a) or 14(b)), provided that such default is capable of being remedied,
the Company fails to remedy the default within fifteen (15) Business Days following the Company’s receipt of written notice of the
default from any of the Note Investors;
if any representation or warranty set out in Sections
8.1 (Enforceability), 8.2 (Incorporation and Status of the Company), 8.3 (Corporate Power of the Company), 8.4.5 to 8.4.8 (Due issuance
of Conversion Shares, Warrant Shares and shares underlying such Conversion Shares and Warrant Shares) and 8.8 (No Contravention) of the
Subscription Agreement (collectively, the “Core Reps”) is found to be false or incorrect in any material respect;
if any representation or warranty (other than
the Core Reps) made or deemed to be made by the Company in the Subscription Agreement, this Note, a Tranche A Note, a Tranche B Note,
an Additional Note or any other Note Document, as applicable, is found to be false or incorrect in any material respect when made or deemed
to be made, provided that in the case of a representation or a warranty set out in Sections 8.10 to 8.30 of the Subscription Agreement,
such inaccuracy results or would be expected to result in a Material Adverse Change;
the Company defaults in the observance or performance
of any covenant or obligation under any agreement constating indebtedness of the Company with a principal amount in excess of $2,500,000
(other than this Note), after giving effect to any applicable cure or grace periods;
the Company is in default of the covenants set
forth in Section 1 of the IQ Side Letter and the Company failed to remedy such default within thirty (30) Business Days following the
Company’s receipt of written notice of such default from IQ-FDE (the “IQ Notice”), such default remains uncured
and (i) IQ-FDE has not received an offer (the “IQ Repurchase Offer”), from one or more party (which may include any
Note Investors) whose identity is acceptable to the Majority Investors (excluding IQ-FDE) offering to repurchase from IQ-FDE its Subscription
Agreement Notes for a cash consideration representing at least the Outstanding Amount under such Subscription Agreement Notes as of the
date IQ-FDE provided the IQ Notice, payable in one single installment on the repurchase date (the “IQ Note Repurchase”),
or (ii) IQ-FDE has received an IQ Repurchase Offer and the IQ Note Repurchase is not completed within ninety (90) days of IQ-FDE receiving
such IQ Repurchase Offer;
the Company institutes any proceeding or takes
any corporate action or signs any agreement or notice of intention to authorize its participation in or commencement of any proceeding
(i) seeking to adjudicate it as bankrupt or insolvent, or (ii) seeking liquidation, dissolution, winding up, reorganization, arrangement,
protection, relief or composition of it or any of its property or debt or making a proposal under any law relating to bankruptcy, insolvency,
reorganization or compromise of debts or other similar laws (including, without limitation, any application under the Companies’
Creditors Arrangement Act (Canada), Bankruptcy and Insolvency Act (Canada) or any reorganization, arrangement or compromise
of debt under the laws of its jurisdiction of existence);
any proceeding is commenced against or affecting
the Company that is not (A) contested actively and diligently in good faith by appropriate and timely proceedings; and (B) in any event
stayed within thirty (30) days of commencement:
seeking to adjudicate it as bankrupt
or insolvent;
seeking liquidation, dissolution,
winding up, reorganization, arrangement, protection, relief or composition of it or any of its property or debt or making a proposal with
respect to it under any law relating to bankruptcy, insolvency, reorganization or compromise of debts or other similar laws (including,
without limitation, any reorganization, arrangement or compromise of debt under the laws of its jurisdiction of incorporation); or
seeking appointment of a receiver,
manager, receiver and manager, receiver-manager, trustee, agent, custodian or other similar official for it or for any part of its properties
and assets;
the holder of any security interest, hypothec,
charge, encumbrance, lien or claim against any of the Company’s assets does anything to enforce or realize on such security interest,
hypothec, charge, encumbrance, lien or claim, or takes possession of any part of the Company’s property; or
any execution, distress or other process of any
court becomes enforceable against any of the property of the Company, or a distress or like process is levied upon any of such property;
then, the Majority Investors may, by written notice
to the Company, declare all amounts owing under this Note (including, without limitation, the Outstanding Amount) and under any outstanding
Tranche A Notes, Tranche B Notes and Additional Notes, immediately due and payable without presentment, demand, protest or further notice
of any kind, all of which are hereby expressly waived by the Company, provided that all amounts owing under this Note (including, without
limitation, the Outstanding Amount) and under any outstanding Tranche A Notes, Tranche B Notes and Additional Notes shall automatically
become immediately due and payable on the occurrence of any of the events or circumstances specified in Sections 14(k) and 14(l); provided
that, without the consent of the Majority Investors, (i) IQ-FDE may, by written notice to the Company, declare all amounts owing under
its Subscription Agreement Notes (including, without limitation, the Outstanding Amount) immediately due and payable without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly waived by the Company, upon an Event of Default pursuant
to Section 14(j), and (ii) the Investor may, by written notice to the Company, declare all amounts owing under this Note (including, without
limitation, the Outstanding Amount) immediately due and payable without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by the Company, upon an Event of Default pursuant to Section 14(a). An Event of Default pursuant
to Sections 14(c) through (i) may be waived on behalf of the Investor by the Majority Investors.
No Rights as Shareholder. This Note
does not by itself entitle the Investor to any voting or other rights as a shareholder of the Company. In the absence of conversion of
this Note, no provisions of, and no enumeration of the rights or privileges of the Investor in, this Note will cause the Investor to be
a shareholder of the Company for any purpose.
Transfer; Successors and Assigns.
The terms and conditions of this Note will inure to the benefit of and be binding upon the respective successors and permitted assigns
of the parties. Notwithstanding the foregoing, the Investor may not assign, pledge, or otherwise transfer this Note without the prior
written consent of the Company, except for an assignment or transfer in whole (and not in part) to: (i) an Affiliate, (ii) in the case
of each Desjardins Capital Investor, to the other Desjardins Capital Investor, or to any limited partnership in which a Desjardins Capital
Investor is a general or special partner, any limited partnership in which Desjardins Capital Management Inc. (“DCM”
and, collectively with the Desjardins Capital Investors, the “Desjardins entities”) is a general partner, any
Person resulting from the amalgamation or regrouping of any of the Desjardins entities and any Person controlled directly or indirectly
by any of the Desjardins Entities, (iii) in the case of BDC Capital Inc., to the Federal Government of Canada, Business Development Bank
of Canada and any Person, agency, organization or other entity controlled, directly or indirectly, by BDC Capital Inc., the Business Development
Bank of Canada or the Federal Government of Canada or any Affiliate of any of the foregoing, or (iv) in the case of IQ-FDE, the Government
of Quebec, his Majesty in right of the Province of Quebec and any Person, agency, organization or other entity or other entity controlled,
directly or indirectly, by IQ-FDE, the Government of Quebec or his Majesty in right of the Province of Quebec; provided that in each case
such transferee undertakes in writing to the Company to be bound by the transfer restrictions applicable to this Note. Subject to the
preceding sentence, this Note may be assigned or transferred only upon surrender of the original Note for registration of transfer, duly
endorsed, or accompanied by a duly signed written instrument of transfer in form reasonably satisfactory to the Company. Thereupon, a
replacement Note for the same principal amount will be issued to, and registered in the name of, the transferee, and the transferee will
(as a condition to such assignment) acknowledge and agree to the transfer and to all of the terms and conditions of this Note and the
Subscription Agreement, in each case in form and substance reasonably satisfactory to the Company. Principal, interest and other amounts
owing under this Note are payable only to the registered holder of this Note.
Notices. All notices and other communications
given or made under this Note will be in writing and will be deemed effectively given upon the earlier of (a) actual receipt for
personal delivery to the party to be notified; (b) when sent, if sent by electronic mail or facsimile during normal business hours of
the recipient, and if not sent during normal business hours, then on the recipient’s next business day; or (c) three (3) Business
Days after deposit with an internationally recognized overnight courier, freight prepaid, specifying next or second business day delivery,
with written verification of receipt. All communications will be sent to the Investor at its address as set forth in the Subscription
Agreement, or to such email address, facsimile number or address as subsequently modified by written notice given in accordance with this
Section 17. If notice is given to the Company, it will be sent to the Company’s registered office.
Governing Law. This Note shall be
governed by and construed in accordance with the laws of the Province of Québec and the laws of Canada applicable therein (regardless
of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters (including any action,
suit, litigation, arbitration, mediation, claim, charge, complaint, inquiry, proceeding, hearing, audit, investigation or reviews by or
before any governmental entity related hereto), including matters of validity, construction, effect, performance and remedies.
Amendments and Waivers. Subject
to Section 14, any term of this Note may be amended and the observance of any term of this Note may be waived (either generally or in
a particular instance and either retroactively or prospectively) with the written consent of the Company and the Majority Investors, provided
that (i) each of (A) the Maturity Date (as extended pursuant to the terms of this Note), (B) the balance of the Principal Amount of this
Note, (C) the rate of interest in Section 3, (D) Section 8(b), (E) Section 11, and (F) this Section 19, may not be amended, waived or
modified without the consent of all the Note Investors, (ii) the consent of the Investor to such amendment or waiver must be solicited
(even if not obtained), (iii) such amendment, waiver or modification, by its express facial terms, applies to all holders of Tranche A
Notes, the Tranche B Notes and the Additional Notes in the same fashion and (iv) an amendment or waiver of provision specific to an Investor,
including without limitation the extended list of permitted assignees of each Desjardins Capital Investor and BDC Capital Inc., will require
such Investor’s consent. Any amendment or waiver effected in accordance with this Section 19 will be binding on the Investor, each
future holder of the Note and any Conversion Shares, and the Company. The Company will give prompt written notice to the Investor of any
amendment or waiver effected under this Section 19 without the Investor’s consent.
Costs; Waiver. The Company will
pay on demand all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) which
the Investor incurs in connection with enforcement of this Note or the protection or preservation of the Investor’s rights hereunder.
The Company hereby waives demand, presentment, protest or notice of any kind.
Extensions. Any agreement with the
Investor for the extension of the time of payment of the moneys hereby secured or any part thereof made at, before or after maturity,
and before the execution of a discharge or release of this Note, need not be registered in any office of public record but will be effective
and binding upon the Company when signed by the Company and delivered to the Investor.
Maximum Interest Rate. If any provision
of, or any document entered into in connection with, this Note would oblige the Company to make any payment of interest or other amount
payable to the Investor in an amount or calculated at a rate which would be prohibited by any applicable law or would result in the receipt
by the Investor of interest at a criminal or prohibited rate (as these terms are construed under the Criminal Code (Canada) or
any other applicable law), then notwithstanding such provision, the amount or rate will be deemed to have been adjusted with the same
effect as if adjusted at the original date of this Note to the maximum amount or rate of interest, as the case may be, as to not be prohibited
by any applicable law or result in the receipt by the Investor of interest at a criminal or prohibited rate, the adjustment to be effected
to the extent necessary by reducing the amount or rate of interest under Section 3 with any remaining excess that has been paid being
credited towards prepayment of the Principal Amount. If any overpayment remains after such crediting, it will be returned forthwith to
the Company upon demand.
Conflict or Inconsistency. If there
is a conflict or inconsistency between the terms of this Note and the Subscription Agreement, the relevant provision or provisions of
the Subscription Agreement will be paramount and will prevail to the extent of any such conflict or inconsistency.
Severability. Each of the provisions
contained in this Note is distinct and severable and a declaration of invalidity, illegality or unenforceability of any provision or part
thereof by a court of competent jurisdiction will not affect the validity or enforceability of any other provision of this Note.
Counterparts; Electronic Signature.
This Note may be signed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute
one and the same instrument. Counterparts signed or delivered via facsimile, electronically (including pdf or electronic signature) or
other transmission method will be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Loss of Note. Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note or any Note exchanged for
it, and indemnity reasonably satisfactory to the Company (in case of loss, theft or destruction) or surrender and cancellation of the
Note (in the case of mutilation), the Company will make and deliver in lieu of such Note a new Note of like tenor.
Exchange Rate. Except as otherwise
expressly specified herein, for purposes of currency conversion between U.S. and Canadian dollars hereunder at all times from and after
the date hereof, the applicable exchange rate shall be the exchange rate announced by the Bank of Canada as the closing exchange rate
on the date immediately prior to the date the currency conversion occurs.
Language. Each of the parties hereto
hereby acknowledges that it has consented to and requested that this Note and all documents relating thereto be drawn up in the English
language only. Les parties aux présentes ont exigé que le présent billet ainsi que tous les documents et avis
qui s’y rattachent et/ou qui en découleront soient rédigés en langue anglaise.
[Signature Page Follows]
The Company has signed this
Secured Convertible Note as of the Issue Date set forth above.
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LEDDARTECH INC. |
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By: |
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Name: |
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Title: |
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AGREED TO AND ACCEPTED:
HOLDER:
Schedule A - Covenants of the Company
1.
Covenants. So long as this Note remains outstanding, the Company agrees as follows:
Payment of Principal and Interest. The
Company will duly and punctually pay or cause to be paid to the Investor the principal of (including PIK Interest accrued on and added
to the principal of) and all other moneys which may from time to time be owing under this Note on the dates, at the place and in the manner
specified in this Note.
To Pay Costs. The Company will promptly
pay all reasonable out-of-pocket costs, charges and expenses (including reasonable legal fees of a solicitor) of the Investor incidental
to, or which in any way relate to, the enforcement of this Note. All such costs, charges and expenses will be payable five (5) Business
Days following demand and will bear interest at the Prime Rate, calculated monthly in arrears from the date any such cost, charge or expense
is due to the Investor by the Company.
To Maintain Corporate Existence. Except
as set forth in the Transaction Agreement, the Company will maintain its corporate existence, will carry on and conduct its business in
a proper and efficient manner and in accordance with all applicable law, will not cease to conduct its business and will not change the
nature of its business. The Company will keep proper books of account with correct entries of all material transactions in relation to
its business.
Notice of Default. The Company will promptly
notify the Investor in writing if it becomes aware that it is in breach of any of its representations, warranties, covenants or obligations
under this Note or the Subscription Agreement or there arises or exists any Events of Default (whether capable of cure or otherwise) or
any facts or state of affairs which could, upon notice or the lapse of time, reasonably give rise to an Event of Default.
Change of Control. Except as set forth
in the Transaction Agreement, the Company will not be subject to a change of control.
Sale of Assets. Except as set forth in
the Transaction Agreement, the Company will not sell all or a substantial portion of its assets.
Security. Unless the Majority Investors
expressly agree otherwise, the Note Security shall provide, in favour of the Hypothecary Representative for the benefit of the Investor
and each other Note Investor, a second-ranking security on all collateral charged under the Desjardins Security at all times until the
Desjardins Loan is repaid in full and the Desjardins Security is released and discharged, and the Company shall, and shall cause each
of the Guarantors (including, for greater certainty, VayaVision Sensing Ltd.) to sign, execute and deliver all security documents and
ancillary documents reasonably required by the Hypothecary Representative or the Majority Investors to give effect to the foregoing. Except
as permitted under the Subscription Agreement, the Company will not grant any hypothec, lien or other security interest to any person
which would rank senior to this Note or the Note Security. For greater certainty, the Company shall not, and shall ensure that the Guarantors
do not, grant any Charge in favour of Fédération des caisses Desjardins du Québec that (i) would rank senior to the
Note Security and (ii) does not also secure the Obligations of the Company under the Tranche A Notes, Tranche B Notes and the Additional
Notes.
Performance of Obligations. The Company
will perform in all material respects its obligations under all material agreements to which the Company is a party or any of its assets
or property is subject. The Company will keep all of its loans and borrowings, including those evidenced by this Note, current and in
good standing in all material respects and observe and keep in all material respects all covenants and perform all obligations contained
therein.
Pay Taxes. The Company will pay all taxes
levied, assessed or imposed upon it or its property as and when the same become due and payable, save and except where it contests in
good faith the validity thereof by proper legal proceedings and for which reasonable provision for payment has been made or where the
failure to pay such taxes is not reasonably expected to result in a Material Adverse Change.
Compliance with Laws. The Company will
comply with the requirements of all applicable laws, rules, regulations of any governmental authority, the non-compliance with which could
reasonably be expected to result in a Material Adverse Change.
Further Assurances. The Company will, at
its expense at the request of the Investor, sign and deliver to the Investor such further assurances and documents as the Investor may
reasonably require to protect the Investor’s interests under this Note.
Schedule B – Form
of Conversion Notice
To: |
LeddarTech Inc. |
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4535, boulevard Wilfrid-Hamel, Suite 240 |
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Quebec G1P 2J7, Canada |
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Attn: |
Chief Financial Officer |
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CONVERSION NOTICE
(To Be Executed by the Registered Holder in
Order to Convert the Note)
The undersigned registered
holder of the Note (the “Undersigned”) hereby irrevocably exercises the option to convert $ of the Pre-Close Tranche
B Secured Convertible Note (the “Note”) issued by LeddarTech Inc. (the “Company”) and held by the
Undersigned into Conversion Shares according to the terms and conditions set forth in the Note, as of the date written below. If securities
are to be issued to a person other than the Undersigned, the Undersigned agrees to pay all applicable transfer taxes with respect thereto
and provide a legal opinion in form and substance acceptable to the Company with respect to the legality of the issuance to a person other
than the Undersigned.
The Undersigned represents
and warrants that all offers and sales by the Undersigned of the Conversion Shares shall be made pursuant to either an effective registration
statement or an exemption from registration under the Act. The Undersigned further represents and warrants to the Company that, as of
the date hereof, the representations and warranties contained in the Subscription Agreement applicable to a [US][Canadian] Investor are
true and correct in all material respects as of the date hereof as though made on this date. Capitalized terms used herein but not defined
shall have the meanings ascribed to such terms in the Note.
Signature Guarantee
Signature(s) must be guaranteed by an eligible Guarantor
Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature
guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Shares are to be issued, or
Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be
issued, and Notes if to be delivered, other than to and in the name of the registered holder:
________________________________
(Name)
________________________________
(Street Address)
________________________________
(City, State and Zip Code) Please print name and address. |
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Principal Amount to be converted (if less than all):
$ ,000
NOTICE: The above signature(s) of the holder(s) hereof must correspond
with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.
____________________________________
Social Security or Other Taxpayer
Identification Number |
Schedule C
Form of Additional Warrant
NEITHER THIS WARRANT NOR THE
SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR UNDER THE SECURITIES LAWS OF APPLICABLE PROVINCES, TERRITORIES OR STATES. UNLESS PERMITTED UNDER APPLICABLE SECURITIES LAWS, THE HOLDER
OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE LATER OF (I) THE ISSUE DATE OF THIS
WARRANT AND (II) THE DATE THE COMPANY (AS DEFINED BELOW) BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY. NEITHER THIS WARRANT
NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE
WITH THE FOLLOWING SENTENCE.
BY ITS ACQUISITION OF THIS WARRANT
OR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT, THE ACQUIRER AGREES FOR THE BENEFIT OF LEDDARTECH INC. (THE “COMPANY”)
AND ANY SUCCESSOR THERETO THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS WARRANT PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF
TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED
BY APPLICABLE LAW, EXCEPT, SUBJECT TO COMPLIANCE WITH THE REQUIREMENTS AND LIMITATIONS IN THE SHAREHOLDERS AGREEMENT REFERRED TO BELOW:
(A) TO THE COMPANY
OR ANY SUBSIDIARY THEREOF;
(B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT AND IS EFFECTIVE AT THE TIME OF SUCH TRANSFER; OR
(C) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
PRIOR TO THE REGISTRATION OF
ANY TRANSFER IN ACCORDANCE WITH CLAUSE (C) ABOVE, THE COMPANY AND THE TRANSFER AGENT (1) SHALL RECEIVE THE TRANSFEROR ACKNOWLEDGMENT AND
TRANSFEREE ACKNOWLEDGMENT SUBSTANTIALLY IN THE FORM ATTACHED AS SCHEDULE O TO THE SUBSCRIPTION AGREEMENT DATED JUNE 12, 2023 BETWEEN THE
COMPANY AND THE INVESTORS (FOR THE PURPOSES OF THIS CLAUSE (1) ONLY, AS DEFINED THEREIN) (AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO
TIME, THE “SUBSCRIPTION AGREEMENT”) AND (2) RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS
OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.
INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THIS WARRANT AND ANY
SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO
THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE SECURITIES LAWS.
THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE AMENDED AND RESTATED UNANIMOUS SHAREHOLDERS AGREEMENT ENTERED INTO AS OF NOVEMBER
1, 2021 BETWEEN THE COMPANY AND ITS SHAREHOLDERS, AS AMENDED OR RESTATED FROM TIME TO TIME (THE “SHAREHOLDERS AGREEMENT”),
TO THE EXTENT IN EFFECT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS
WARRANT MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH SHAREHOLDERS AGREEMENT. A COPY OF THE SHAREHOLDERS AGREEMENT SHALL
BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON REQUEST.
ADDITIONAL WARRANT CERTIFICATE
LeddarTech Inc.
(a corporation existing under the laws of Canada)
CLASS D-1 PREFERRED SHARE WARRANTS
THIS IS TO CERTIFY THAT for value received, [l]
(the “Holder”) is entitled to purchase [l] Class D-1 Preferred Shares (each,
a “Share”), as applicable, in the capital of LeddarTech Inc., having its principal office at 4535 Wilfrid-Hamel Blvd
#240, Québec, Québec G1P 2J7 (the “Company”) (each, a “Warrant”) at any time prior
to 5:00 p.m. (Montreal time) on the first Business Day (as defined below) following the date hereof (the “Expiry Time”),
at the Exercise Price (as defined below).
| 1. | Each Warrant shall be exercisable for Shares and at the price per Share (the “Exercise Price”)
of US$0.01 per Share. |
| 2. | In the event of a change, subdivision, redivision, reclassification, reduction, combination or consolidation
thereof or any other adjustment under Section 6, or successive changes, subdivisions, redivisions, reclassifications, reductions,
combinations, consolidations or other adjustments, then subject to the adjustments, if any, having been made in accordance with the provisions
of this Additional Warrant Certificate, “Shares” shall thereafter mean the shares, other securities or other property
resulting from such change, subdivision, redivision, reduction, combination, consolidation or other adjustment. |
| 3. | At any time, or from time to time, on or prior to the Expiry Time, the Holder may exercise all, but not
less than all, the Warrants represented hereby, upon delivering to the Company at its principal office above (or such other address in
Canada as may be notified in writing by the Company) a duly completed and executed exercise notice in the form attached hereto (the “Exercise
Notice”) evidencing the election (which on delivery to the Company shall be irrevocable) of the Holder to exercise all of the
Warrants represented by this Additional Warrant Certificate, as adjusted from time to time in accordance with this Additional Warrant
Certificate, and a certified cheque or bank draft payable to the Company for the aggregate Exercise Price of all such Warrants or as otherwise
directed by the Company in writing. Any such share certificate shall also bear any endorsement required pursuant to the Shareholders
Agreements. Any certificate representing Shares issued upon exercise of the Warrants will bear the following legend: |
UNLESS PERMITTED UNDER
APPLICABLE SECURITIES LAWS, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER
THE LATER OF (I) THE ISSUE DATE OF THIS SECURITY AND (II) THE DATE THE COMPANY BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.
| 4. | The Holder shall be deemed to have become the holder of record of Shares on the date on which the Company
has received both a duly completed Exercise Notice and payment in full in respect of the Shares (including all applicable taxes) being
subscribed for in connection with such Exercise Notice (the “Exercise Date”); provided, however, that if such date
is not a business day in the City of Montreal, Quebec (a “Business Day”), then the Shares shall be deemed to have been
issued and the Holder shall be deemed to have become the holder of record of the Shares on the next following Business Day. Notwithstanding
the foregoing, as a condition to receiving any Shares upon the exercise of the Warrants and if not already a party thereto, the Holder
shall become a party to, and be bound by, each of the Shareholders Agreements by signing an adoption agreement to each of the Shareholders
Agreements. The Company shall promptly issue and deliver (or cause to be delivered) to the Holder, by registered mail to its address specified
in such Exercise Notice, one or more certificates for the appropriate number of issued and outstanding Shares. |
| 5. | The Company covenants and agrees that, until the Expiry Time, while the Warrants represented by this Additional
Warrant Certificate shall be outstanding, it shall reserve and there shall remain unissued out of its authorized capital a sufficient
number of Shares to satisfy the right of purchase herein provided, as such right of purchase may be adjusted pursuant to Sections 6 and
7. All Shares which shall be issued upon the exercise of the right to purchase herein provided for, upon payment therefor of the amount
at which such Shares may at the time be purchased pursuant to the provisions hereof, shall be issued as fully paid and non-assessable
shares and the Holder thereof shall not be liable to the Company or its creditors in respect thereof. |
| 6. | The Exercise Price (and the number of Shares purchasable upon exercise in the case of Sections 6.(a),
6.(b) and 6.(c)) shall be subject to adjustment from time to time in the events and in the manner provided as follows: |
| (a) | Share Reorganization. If at any time on or after the date hereof and at or prior to the Expiry
Time (the “Adjustment Period”) the Company shall: |
| (i) | subdivide, redivide or change its outstanding Shares into a greater number of Shares, or |
| (ii) | consolidate, reduce or combine its outstanding Shares into a lesser number of Shares, |
(any of such events in these paragraphs (i) and (ii) being
a “Share Reorganization”), then the Exercise Price shall be adjusted as of the effective date or record date, as the
case may be, at which the holders of Shares are determined for the purpose of the Share Reorganization by multiplying the Exercise Price
in effect immediately prior to such effective date or record date by a fraction, the numerator of which shall be the number of Shares
outstanding on such effective date or record date before giving effect to such Share Reorganization and the denominator of which shall
be the number of Shares outstanding as of the effective date or record date after giving effect to such Share Reorganization (including,
in the case where securities exchangeable for or convertible into Shares are distributed, the number of Shares that would have been outstanding
had such securities been fully exchanged for or converted into Shares on such record date or effective date). From and after any adjustment
of the Exercise Price pursuant to this Section 6.(a), the number of Shares purchasable pursuant to this Additional Warrant Certificate
not previously exercised shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares
then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately
prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.
| (b) | Special Distribution. If and whenever during the Adjustment Period the Company shall issue or distribute
to all or to substantially all the holders of the Shares: |
| (i) | securities of the Company including shares, rights, options or warrants to acquire shares of any class
or securities exchangeable for or convertible into or exchangeable into any such shares or cash, or property or assets and including evidences
of its indebtedness, or |
| (ii) | any property or other assets, |
and if such issuance or distribution does not constitute (x)
dividends paid in the ordinary course, (y) an issuance or distribution in lieu of dividends paid in the ordinary course, or (z) a Share
Reorganization (any of such non-excluded events being herein called a “Special Distribution”), the number of Shares
to be issued by the Company under the Warrants shall, at the time of exercise, be appropriately adjusted, as determined by the board of
directors of the Company, acting reasonably and in good faith, and the Holder shall receive, in addition to the number of Shares in respect
of which the right is then being exercised, the aggregate number of Shares or other securities or property that the Holder would have
been entitled to receive as a result of such event if, on the record date therefor, the Holder had been the registered holder of the number
of Shares to which the Holder was theretofore entitled upon the exercise of the Warrants.
| (c) | Capital Reorganization. If and whenever during the Adjustment Period there shall be a reclassification
of Shares at any time outstanding or a change of the Shares into other shares or into other securities (other than a Share Reorganization),
or a consolidation, amalgamation, arrangement or merger of the Company with or into any other company or other entity (other than a consolidation,
amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Shares or a change of the Shares
into other securities), or a transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another
company or other entity (any of such events being herein called a “Capital Reorganization”), the Holder, where he has
not exercised the right of subscription and purchase under this Additional Warrant Certificate prior to the effective date or record date,
as the case may be, of such Capital Reorganization, shall be entitled to receive, and shall accept upon the exercise of such right for
the same aggregate consideration, in lieu of the number of Shares to which such Holder was theretofore entitled upon such exercise, the
aggregate number of shares, other securities or other property which such Holder would have been entitled to receive as a result of such
Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Shares to which such
Holder was theretofore entitled to subscribe for and purchase. If determined appropriate by the board of directors of the Company, with
the approval of the Holder, both acting reasonably and in good faith, appropriate adjustments shall be made as a result of any such Capital
Reorganization in the application of the provisions set forth in this Section 6 with respect to the rights and interests thereafter
of the Holder to the end that the provisions set forth in this Section 6 shall thereafter correspondingly be made applicable as nearly
as may reasonably be in relation to any shares, other securities or other property thereafter deliverable upon the exercise of any Warrant.
Any such adjustments shall be made by and set forth in terms and conditions supplemental hereto approved by the board of directors of
the Company, acting reasonably and in good faith. |
| (d) | If and whenever at any time after the date hereof and prior to the Expiry Time, the Company takes any
action affecting its shares to which the foregoing provisions of this Section 6, in the opinion of the board of directors of the
Company, acting reasonably and in good faith, are not strictly applicable, or if strictly applicable would not fairly adjust the rights
of the Holder against dilution in accordance with the intent and purposes thereof, or would otherwise materially affect the rights of
the Holder hereunder, then the Company shall, subject to any requisite regulatory approval, execute and deliver to the Holder an amendment
hereto providing for an adjustment in the application of such provisions so as to adjust such rights as aforesaid in such a manner as
the board of directors of the Company may determine to be equitable in the circumstances, acting reasonably and in good faith. |
| (e) | For the avoidance of doubt, no events or transactions contemplated by the business combination agreement
to be entered into by and among the Company, LeddarTech Holdings Inc. and Prospector Capital Corp. shall be considered a Share Reorganization,
a Special Distribution or a Capital Reorganization that would give effect to an adjustments pursuant to this Section 6 to the Exercise
Price and/or the number of Shares purchasable upon exercise. |
| 7. | The following rules and procedures shall be applicable to the adjustments made pursuant to Section 6: |
| (a) | The adjustments provided for in Section 6 are cumulative, and shall, in the case of adjustments to
the Exercise Price be computed to the nearest one-tenth of one cent and shall be made successively whenever an event referred to therein
shall occur, subject to the following paragraphs of this Section 7. |
| (b) | No adjustment in the Exercise Price shall be required unless such adjustment would result in a change
of at least 2.5% in the prevailing Exercise Price and no adjustment shall be made in the number of Shares purchasable upon exercise of
this Warrant unless it would result in a change of at least one one-hundredth of a Share; provided, however, that any adjustments which,
except for the provisions of this Section 7.(b) would otherwise have been required to be made, shall be carried forward and taken
into account in any subsequent adjustment. |
| (c) | No adjustment in the Exercise Price or in the number of Shares purchasable upon exercise of Warrants shall
be made in respect of any event described in Section 6, other than the events referred to in Sections 6.(a)(i), 6(a)(ii) and
6(c), if the Holder is entitled to participate in such event on the same terms, mutatis mutandis, as if it had exercised its Warrants
prior to or on the effective date or record date of such event. For greater certainty the right to participate in a financing through
the exercise of a pre-emptive right or otherwise, shall not be considered the right to participate in such event as outlined in the preceding
sentence. |
| (d) | For greater certainty, no adjustment in the Exercise Price shall be made pursuant to Section 6 in
respect of the issue from time to time: |
| (i) | of Shares purchasable on exercise of the Warrants represented by this Additional Warrant Certificate; |
| (ii) | of dividends paid in the ordinary course of Shares to holders of Shares who exercise an option or election
to receive substantially equivalent dividends in Shares in lieu of receiving a cash dividend pursuant to a dividend reinvestment plan
or similar plan adopted by the Company in accordance with applicable securities laws; or |
| (iii) | of Shares pursuant to any option, share option plan, share purchase plan or other benefit plan in force
at the date hereof for directors, officers, employees, advisers or consultants of the Company, as such option or plan is amended or superseded
from time to time in accordance with applicable securities laws, and such other benefit plans as may be adopted by the Company in accordance
with applicable securities laws; |
and any such issue shall be deemed not to be a Share Reorganization
or Capital Reorganization.
| (e) | If the Company shall set a record date to determine the holders of the Shares for the purpose of entitling
them to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution
to such shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver
such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Shares purchasable
upon exercise of any Warrant shall be required by reason of the setting of such record date. |
| (f) | As a condition precedent to the taking of any action which would require any adjustment in any of the
subscription rights pursuant to this Additional Warrant Certificate, including the Exercise Price and the number or class of shares or
other securities which are to be received upon the exercise thereof, the Company shall take any corporate action which may be necessary
in order that the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable
all the shares or other securities which the holder of such Additional Warrant Certificate is entitled to receive on the full exercise
thereof in accordance with the provisions hereof. |
| (g) | In the absence of a resolution of the board of directors of the Company fixing a record date for a Special
Distribution, the Company shall be deemed to have fixed as the record date therefor the date on which such distribution is effected. |
| (h) | Any question that at any time or from time to time arises with respect to the amount of any adjustment
to the Exercise Price or other adjustments pursuant to Section 6 shall be conclusively determined by the board of directors of the
Company and shall be binding upon the Company and the Holder. In the event that any such determination is made, the Company shall notify
the Holder in the manner contemplated in Section 18 describing such determination. |
| 8. | On the happening of each and every such event set out in Section 6, the applicable provisions of
this Additional Warrant Certificate, including the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the
Company shall take all necessary action so as to comply with such provisions as so amended. |
| 9. | In any case in which Section 6 shall require that an adjustment shall be effective immediately after
a record date for an event referred to herein, the Company may defer, until the occurrence of such an event: |
| (a) | issuing to the Holder of the Warrants exercised after such record date and before the occurrence of such
event, the additional Shares issuable upon such exercise by reason of the adjustment required by such event, and |
| (b) | delivering to such holder any distributions declared with respect to such additional Shares after such
record date and before such event; |
provided, however, that the Company shall deliver or cause
to be delivered to such Holder, an appropriate instrument evidencing such Holder’s right, upon the occurrence of the event requiring
the adjustment, to an adjustment in the Exercise Price or the number of Shares purchasable on the exercise of the Warrants and to such
distributions declared with respect to any additional Shares issuable on the exercise of the Warrants.
| 10. | At least five (5) Business Days prior to the effective date or record date, as the case may be, of any
event which requires or might require adjustment in any of the subscription rights pursuant to this Additional Warrant Certificate, including
the Exercise Price and the number of Shares which are purchasable upon the exercise thereof, the Company shall notify the Holder of the
particulars of such event and, if determinable, the required adjustment and the computation of such adjustment. In case any adjustment
for which such notice has been given is not then determinable, the Company shall promptly after such adjustment is determinable notify
the Holder of the adjustment and the computation of such adjustment. |
| 11. | The Company shall maintain at its principal office a register of holders in which shall be entered the
names and addresses of the holders of the Warrants. The Company shall notify the Holder forthwith of any change of address of the principal
office of the Company. |
| 12. | The Company shall not be required to issue fractional Shares in satisfaction of its obligations hereunder.
If any fractional interest in a Share would be deliverable upon the exercise of a Warrant, the Company shall in lieu of delivering the
fractional Shares therefor satisfy the right to receive such fractional interest by payment to the holder of such Warrant of an amount
in cash equal (computed in the case of a fraction of a cent to the next lower cent) to the value of the right to acquire such fractional
interest on the basis of the Current Fair Market Value at the Exercise Date. For the purposes of this Additional Warrant Certificate,
“Current Fair Market Value” of a Share is the price per Share determined by the board of directors of the Company in
good faith. |
| 13. | Except as herein expressly provided, all or any of the rights conferred upon the Holder by the terms hereof
may be enforced by the Holder by appropriate legal proceedings. |
| 14. | If this Additional Warrant Certificate becomes stolen, lost, mutilated or destroyed, the Company shall,
on such terms as it may in its discretion acting reasonably impose, issue and deliver to the Holder a new Additional Warrant Certificate
of like denomination, tenor and date as the Additional Warrant Certificate so stolen, lost, mutilated or destroyed. |
| 15. | This Additional Warrant Certificate and the Warrants represented hereby shall not be transferred by the
Holder without the prior written consent of the Company, except to an Affiliate. The Shares issuable upon exercise of the Warrants or
any interest therein or portion thereof shall be transferable by the registered holder hereof subject to any restriction under the articles
of the Company, the terms and conditions of the Shareholders Agreements and any applicable law (including applicable hold periods). “Affiliate”
means, with respect to the Holder, any other person or entity who, directly or indirectly, controls, is controlled by, or is under common
control with the Holder, including without limitation any general partner, managing member, officer or director of the Holder or any venture
capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management
company with, the Holder. |
| 16. | Nothing contained herein shall confer any right upon the Holder or any other person to subscribe for or
purchase any shares in the capital of the Company or any securities of any other company at any time subsequent to the Expiry Time. After
the Expiry Time, this Additional Warrant Certificate and all rights hereunder shall be void and of no effect. |
| 17. | Except as expressly set out herein, the holding of this Additional Warrant Certificate or the Warrants
represented hereby shall not constitute a holder hereof of Shares nor entitle it to any right of interest in respect thereof. |
| 18. | Except as expressly set out herein, any notice to be given hereunder to the Holder shall be deemed to
be validly given if such notice is given by personal delivery, registered mail or email to the attention of the Holder at its registered
address or email address recorded in the registers maintained by the Company. Any notice so given shall be deemed to be validly given,
if delivered personally or sent by email, on the day of delivery and if sent by post or other means, on the fifth (5th) Business Day next
following the sending thereof. In determining under any provision hereof the date when notice of any event must be given, the date of
giving notice shall be included and the date of the event shall be excluded. All costs in connection with the giving of notices contemplated
by this Additional Warrant Certificate shall be borne by the Company. |
| 19. | This Additional Warrant Certificate is binding upon the Company and its successors. |
| 20. | This Additional Warrant Certificate and the Warrants represented hereby shall be governed by the laws
of the Province of Québec and the federal laws of Canada applicable therein. |
| 21. | This Additional Warrant Certificate may be signed in two or more counterparts, each of which will be deemed
an original, but all of which together will constitute one and the same instrument. Counterparts signed or delivered via facsimile, electronically
(including pdf or electronic signature) or other transmission method will be deemed to have been duly and validly delivered and be valid
and effective for all purposes. |
[Signature Pages
Follow]
IN WITNESS WHEREOF this
Additional Warrant Certificate has been executed on behalf of the Company as of the first date written above.
|
LEDDARTECH INC. |
|
|
|
Per: |
|
|
Name: |
Charles Boulanger |
|
Title: |
Chief Executive Officer |
Signature Page to Additional Warrant Certificate
Acknowledged and agreed to by:
Address: ● |
|
|
|
Email Address: |
● |
|
Signature Page to Additional Warrant Certificate
EXERCISE NOTICE
TO: LEDDARTECH INC.
The undersigned registered holder of the within Additional Warrant
Certificate, hereby:
| (a) | subscribes for __________ whole Shares (as defined in the Additional Warrant Certificate) (or such number of other securities or property
to which such subscription entitles the undersigned in lieu thereof or in addition thereto under the Additional Warrant Certificate) in
the capital of LeddarTech Inc. at the price per share in United States dollars equal to the Exercise Price (and in payment of the Exercise
Price provides a wire or encloses a bank draft or certified cheque in United States dollars payable to the order of LeddarTech Inc. or
its successor Company) as set forth below: and |
| (b) | delivers herewith the above-mentioned Additional Warrant Certificate entitling the undersigned to subscribe for the above-mentioned
number of Shares. |
The undersigned hereby directs that the said Shares be registered as
follows:
Name(s) in full |
Address(es)
(including Postal Code) |
Number(s) of Shares |
|
|
|
|
|
|
|
|
|
DATED this ________ day of ___________________________, 20__.
|
|
|
(Authorized Signatory of Subscriber) |
|
|
|
(Print Name of Subscriber) |
|
|
|
(Address of Subscriber in full) |
|
|
|
|
The certificates will be mailed by registered mail to the address
appearing in this Exercise Notice.
Schedule M
[intentionally omitted]
v3.23.3
Cover
|
Nov. 02, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Nov. 02, 2023
|
Entity File Number |
001-39854
|
Entity Registrant Name |
PROSPECTOR CAPITAL CORP.
|
Entity Central Index Key |
0001825473
|
Entity Tax Identification Number |
00-0000000
|
Entity Incorporation, State or Country Code |
E9
|
Entity Address, Address Line One |
1250 Prospect Street
|
Entity Address, Address Line Two |
Suite 200
|
Entity Address, City or Town |
La Jolla
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
92037
|
City Area Code |
650
|
Local Phone Number |
396-7700
|
Written Communications |
true
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant |
|
Title of 12(b) Security |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant
|
Trading Symbol |
PRSRU
|
Security Exchange Name |
NASDAQ
|
Class A ordinary shares, par value $0.0001 per share |
|
Title of 12(b) Security |
Class A ordinary shares, par value $0.0001 per share
|
Trading Symbol |
PRSR
|
Security Exchange Name |
NASDAQ
|
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
Title of 12(b) Security |
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
|
Trading Symbol |
PRSRW
|
Security Exchange Name |
NASDAQ
|
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- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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- DefinitionTitle of a 12(b) registered security.
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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