KWESST MICRO SYSTEMS INC. as the Corporation and TSX TRUST COMPANY as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of [●]KWESST Micro Systems Inc. • November 7th, 2022 • Services-prepackaged software • British Columbia
TSX TRUST COMPANY, a trust company existing under the laws of Canada and registered to carry on business in the Province of British Columbia (the "Warrant Agent")
PRE-FUNDED COMMON SHARE PURCHASE WARRANT KWESST MICRO SYSTEMS INC.KWESST Micro Systems Inc. • November 7th, 2022 • Services-prepackaged software • New York
THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date, as stipulated above, until this Warrant is exercised in full (the "Termination Date") but not thereafter, to subscribe for and purchase from KWESST Micro Systems Inc., a corporation formed under the laws of the province of British Columbia (the "Company"), up to ______ Common Shares (as subject to adjustment hereunder, the "Warrant Shares"). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
KWESST MICRO SYSTEMS INC. - and - TSX TRUST COMPANY COMMON SHARE PURCHASE WARRANT INDENTURE Providing for the Issue of up to 3,766,781 Common Share Purchase Warrants APRIL 29, 2021KWESST Micro Systems Inc. • September 16th, 2022 • Services-prepackaged software • Ontario
TSX TRUST COMPANY a trust company continued under the laws of Canada and registered to carry on business in the Province of Ontario
UNDERWRITING AGREEMENT between KWESST MICRO SYSTEMS INC. and THINKEQUITY LLC as Representative of the Several UnderwritersUnderwriting Agreement • April 8th, 2024 • KWESST Micro Systems Inc. • Services-prepackaged software • New York
The undersigned, KWESST Micro Systems Inc., a corporation formed under the laws of British Columbia, Canada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates KWESST Micro Systems Inc. the "Company"), hereby confirms its agreement (this "Agreement") with ThinkEquity LLC (hereinafter referred to as "you" (including its correlatives) or the "Representative") and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:
UNDERWRITING AGREEMENT between KWESST MICRO SYSTEMS INC. and THINKEQUITY LLC as Representative of the Several UnderwritersUnderwriting Agreement • November 7th, 2022 • KWESST Micro Systems Inc. • Services-prepackaged software • New York
The undersigned, KWESST Micro Systems Inc., a corporation formed under the laws of British Columbia, Canada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of KWESST Micro Systems Inc., the "Company"), hereby confirms its agreement (this "Agreement") with ThinkEquity LLC (hereinafter referred to as "you" (including its correlatives) or the "Representative"), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:
PLACEMENT AGENCY AGREEMENT July 18, 2023Placement Agency Agreement • August 2nd, 2023 • KWESST Micro Systems Inc. • Services-prepackaged software • New York
KWESST MICRO SYSTEMS INC. as Issuer and [ ] as U.S. Trustee and [ ] as Canadian Trustee Indenture Dated as of [ ]KWESST Micro Systems Inc. • February 20th, 2024 • Services-prepackaged software • New York
This Indenture is subject to the provisions of Trust Indenture Legislation that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.
EMPLOYMENT CONTRACT THIS EMPLOYMENT CONTRACT (this "Agreement") dated this 27th day of November 2023. BETWEEN:Employment Contract • January 22nd, 2024 • KWESST Micro Systems Inc. • Services-prepackaged software
KWESST MICRO SYSTEMS INC., a corporation having an office at 155 Terence Matthews Crescent, Ottawa, Ontario (the "Employer" or the "Corporation" or "the Company")
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 2nd, 2023 • KWESST Micro Systems Inc. • Services-prepackaged software • New York
THIS LOAN AGREEMENT NO. 1 dated as of August 25, 2022Loan Agreement • October 5th, 2022 • KWESST Micro Systems Inc. • Services-prepackaged software • Ontario
WHEREAS the Borrower wishes to borrow certain monies from the Lender, and the Lender is prepared to lend a portion of such monies to the Borrower upon the terms and subject to the conditions herein contained;
PLACEMENT AGENCY AGREEMENT between KWESST MICRO SYSTEMS INC. and THINKEQUITY LLCPlacement Agency Agreement • October 28th, 2024 • KWESST Micro Systems Inc. • Services-prepackaged software • New York
This Placement Agency Agreement (the "Agreement") sets forth the terms upon which ThinkEquity LLC ("ThinkEquity" or the "Placement Agent") shall be engaged by KWESST Micro Systems Inc., a corporation formed under the laws of British Columbia, Canada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates KWESST Micro Systems Inc. the "Company"), to act as the exclusive Placement Agent in connection with the offering (hereinafter referred to as the "Offering") of up to [__] (the "Shares") of the Company's common shares, no par value per share (the "Common Shares") and up to [ ] pre-funded warrants, each to purchase one Common Share at an exercise price of $0.001 until such time as the Pre-Funded Warrant is exercised in full, subject to adjustment as provided in the Pre-Funded Warrant in the form attached hereto as Exhibit A (each a "Pr
THIS FIRST SUPPLEMENTAL WARRANT INDENTURE IS MADE AS OF THE 25th DAY OF AUGUST, 2021KWESST Micro Systems Inc. • September 16th, 2022 • Services-prepackaged software • Ontario
BETWEEN: KWESST MICRO SYSTEMS INC., a corporation constituted under the laws of the Province of British Columbia (the "Company")
FORM 2F CPC ESCROW AGREEMENTCPC Escrow Agreement • September 16th, 2022 • KWESST Micro Systems Inc. • Services-prepackaged software • British Columbia
This Agreement is being entered into by the Parties under Exchange Policy 2.4 - Capital Pool Companies (the Policy) in connection with a listing of a Capital Pool Company on the TSX Venture Exchange (the Exchange).
VOTING AGREEMENTVoting Agreement • September 16th, 2022 • KWESST Micro Systems Inc. • Services-prepackaged software • Ontario
THIS VOTING AGREEMENT (this "Agreement"), is made as of this 14th day of September, 2020 between KWESST Inc., a corporation incorporated under the laws of the Province of Ontario (the "Company"), David Luxton ("Luxton"), an individual residing at ("MacLeod"), an individual residing and those certain shareholders of the Company listed on Schedule A (together with any subsequent shareholders, the "Shareholders").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 19th, 2024 • KWESST Micro Systems Inc. • Services-prepackaged software • New York
EMPLOYMENT CONTRACT THIS EMPLOYMENT CONTRACT (this "Agreement") dated this 1st day of April, 2021. BETWEEN:Employment Contract • September 16th, 2022 • KWESST Micro Systems Inc. • Services-prepackaged software • Ontario
KWESST MICRO SYSTEMS INC., a corporation having an office at 155 Terence Matthews Crescent, Ottawa, Ontario (the "Employer" or the "Corporation" or "the Company")
CONTRACT OF EMPLOYMENTContract Of • January 22nd, 2024 • KWESST Micro Systems Inc. • Services-prepackaged software • Ontario
THIS AGREEMENT AND ITS TERMS THAT FOLLOW ARE MADE SUBJECT TO THE COMPLETION OF BACKGROUND VERIFICATION AND CERTAIN SECURITY CLEARANCE CHECKS OUTLINED IN SCHEDULE C OF THIS AGREEMENT.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • November 7th, 2022 • KWESST Micro Systems Inc. • Services-prepackaged software • New York
ContractKWESST Micro Systems Inc. • September 16th, 2022 • Services-prepackaged software • Ontario
Certain portions of this exhibit have been excluded because the information is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Omitted information has been noted in this document with a placeholder identified by the mark "[***]".
CONTRACT OF EMPLOYMENTContract Of • October 28th, 2024 • KWESST Micro Systems Inc. • Services-prepackaged software • Ontario
UNDERWRITING AGREEMENT between KWESST MICRO SYSTEMS INC. and THINKEQUITY LLC as Representative of the Several UnderwritersUnderwriting Agreement • July 22nd, 2024 • KWESST Micro Systems Inc. • Services-prepackaged software • New York
The undersigned, KWESST Micro Systems Inc., a corporation formed under the laws of British Columbia, Canada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates KWESST Micro Systems Inc. the "Company"), hereby confirms its agreement (this "Agreement") with ThinkEquity LLC (hereinafter referred to as "you" (including its correlatives) or the "Representative") and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:
PO Number: 324556KWESST Micro Systems Inc. • September 16th, 2022 • Services-prepackaged software • Ontario
Certain portions of this exhibit have been excluded because the information is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Omitted information has been noted in this document with a placeholder identified by the mark "[***]".
UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2022 • KWESST Micro Systems Inc. • Services-prepackaged software • Ontario
Each Unit consists of one Common Share (a "Unit Share") and one Common Share purchase warrant of the Corporation (each, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share (a "Warrant Share") at an exercise price of USD$● per Warrant Share, subject to adjustment, at any time until 5:00 p.m. (eastern time) on the date that is sixty (60) months after the Closing Date of the Offering. The Units will immediately separate into Unit Shares and Warrants upon issuance. The Warrants shall be duly and validly created and issued pursuant to, and governed by, a warrant indenture, dated as of the Closing Date (the "Warrant Indenture") to be entered into between TSX Trust Company (the "Warrant Agent"), in its capacity as Warrant Agent thereunder, and the Corporation. To the extent there is any inconsistency between the description of the terms of the Warrants contained in this Agreement and the Warrant Indenture, the terms set forth in the Warrant Indenture shall gove
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 12th, 2024 • KWESST Micro Systems Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this "Agreement") is dated as of August 9, 2024 between KWESST Micro Systems Inc., a British Columbia corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").
TECHNOLOGY PURCHASE AGREEMENTTechnology Purchase Agreement • September 16th, 2022 • KWESST Micro Systems Inc. • Services-prepackaged software • Ontario
This TECHNOLOGY PURCHASE AGREEMENT ("Agreement") is entered into on June 12, 2020 ("Effective Date") by and between KWESST Inc., having an office at Unit 1, 155 Terence Matthews Crescent, Kanata, ONT, K2M 2A8 ("Purchaser"), and SAGEGUILD, LLC, having an office at 99 Brookesmill Lane, Stafford, VA 22554 the "Seller"). Seller and Purchaser shall be designated collectively as the "Parties".
PRE-FUNDED COMMON SHARE PURCHASE WARRANT KWESST MICRO SYSTEMS INC.KWESST Micro Systems Inc. • November 19th, 2024 • Services-prepackaged software • New York
THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the "Warrant") certifies that, for value received, _______ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date, as stipulated above, until this Warrant is exercised in full (the "Termination Date") but not thereafter, to subscribe for and purchase from KWESST Micro Systems Inc., a corporation formed under the laws of the province of British Columbia (the "Company"), up to _______ Common Shares (as subject to adjustment hereunder, the "Warrant Shares"). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBCONTRACTOR AGREEMENTSubcontractor Agreement • September 16th, 2022 • KWESST Micro Systems Inc. • Services-prepackaged software • Ontario
THIS LOAN AGREEMENT dated as of , 2022Loan Agreement • September 16th, 2022 • KWESST Micro Systems Inc. • Services-prepackaged software • Ontario
WHEREAS the Borrower wishes to borrow certain monies from multiple lenders, and the Lender is prepared to lend a portion of such monies to the Borrower upon the terms and subject to the conditions herein contained;
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 19th, 2024 • KWESST Micro Systems Inc. • Services-prepackaged software • New York
ContractKWESST Micro Systems Inc. • September 16th, 2022 • Services-prepackaged software
Certain portions of this exhibit have been excluded because the information is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Omitted information has been noted in this document with a placeholder identified by the mark "[***]".
FORM 5D ESCROW AGREEMENT VALUE SECURITYEscrow Agreement Value Security • September 16th, 2022 • KWESST Micro Systems Inc. • Services-prepackaged software • Ontario
This Agreement is being entered into by the Parties under Exchange Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions (the Policy) in connection with a Qualifying Transaction. The Issuer is a Tier 2 Issuer as described in Policy 2.1 - Initial Listing Requirements.
TECHNOLOGY PURCHASE AGREEMENTTechnology Purchase Agreement • September 16th, 2022 • KWESST Micro Systems Inc. • Services-prepackaged software • Ontario
This TECHNOLOGY PURCHASE AGREEMENT ("Agreement") is entered into on January 15, 2021 ("Effective Date") by and between KWESST Micro Systems Inc., having an office at Unit 1, 155 Terence Matthews Crescent, Kanata, ON, K2M 2A8 ("Purchaser"), and DEFSEC Corporation, having an office at 1100 - 343 Preston St., Ottawa, Ontario, K1S 1N4 (the "Seller"). Seller and Purchaser shall be designated collectively as the "Parties".
PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is dated 1st October 2019. Between: KWESST Inc., an Ontario business corporation with an office at ,Professional Services Agreement • September 16th, 2022 • KWESST Micro Systems Inc. • Services-prepackaged software • Ontario
EMPLOYMENT CONTRACTEmployment Contract • September 16th, 2022 • KWESST Micro Systems Inc. • Services-prepackaged software • Ontario
EMPLOYMENT CONTRACT THIS EMPLOYMENT CONTRACT (this "Agreement") dated this 12th day of April, 2021. BETWEEN:Employment Contract • September 16th, 2022 • KWESST Micro Systems Inc. • Services-prepackaged software • Ontario
KWESST MICRO SYSTEMS INC., a corporation having an office at 155 Terence Matthews Crescent, Ottawa, Ontario (the "Employer" or the "Corporation" or "the Company")
