LeddarTech Holdings Inc. Sample Contracts
FORM OF WARRANT AGREEMENTWarrant Agreement • January 31st, 2024 • LeddarTech Holdings Inc. • Services-prepackaged software • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
Standard Contracts
LEDDARTECH HOLDINGS INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY., as Warrant Agent Warrant Agency Agreement Dated as of __, 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • August 19th, 2024 • LeddarTech Holdings Inc. • Services-prepackaged software • New York
WARRANT AGENCY AGREEMENT, dated as of ___, 2024 (“Agreement”), by and between LeddarTech Holdings Inc., a company incorporated under the laws of Canada (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 19th, 2024 • LeddarTech Holdings Inc. • Services-prepackaged software • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 18th, 2025 • LeddarTech Holdings Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February __, 2025, between LeddarTech Holdings Inc., a company incorporated under the laws of Canada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON SHARE PURCHASE WARRANT LeddarTech Holdings Inc.Common Share Purchase Warrant • August 19th, 2024 • LeddarTech Holdings Inc. • Services-prepackaged software • New York
THIS 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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LeddarTech Holdings Inc., a company incorporated under the laws of Canada (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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 19th, 2024 • LeddarTech Holdings Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August __, 2024, between LeddarTech Holdings Inc., a company incorporated under the laws of Canada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • April 15th, 2024 • LeddarTech Holdings Inc. • Services-prepackaged software • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of April 8, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LeddarTech Holdings Inc., a company incorporated under the laws of the Canada (the “Company”).
PRE-FUNDED COMMON SHARE PURCHASE WARRANT LeddarTech Holdings Inc.Pre-Funded Common Share Purchase Warrant • August 19th, 2024 • LeddarTech Holdings Inc. • 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 date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from LeddarTech Holdings Inc., a company incorporated under the laws of Canada (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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s righ
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 18th, 2025 • LeddarTech Holdings Inc. • Services-prepackaged software • New York
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • December 28th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software • New York
This WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made as of December 21, 2023, by and among Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), LeddarTech Holdings Inc., a corporation existing under the laws of Canada (“Newco”, and, following the amalgamation described below, “Amalco”), LeddarTech Inc., a company incorporated under the laws of Canada (“LeddarTech”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Warrant Agent”).
PRE-FUNDED COMMON SHARE PURCHASE WARRANT LeddarTech Holdings Inc.Pre-Funded Common Share Purchase Warrant • February 18th, 2025 • LeddarTech Holdings Inc. • 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 date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from LeddarTech Holdings Inc., a company incorporated under the laws of Canada (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).
FOURTEENTH AMENDING AGREEMENT made as of December 6, 2024Financing Agreement • December 9th, 2024 • LeddarTech Holdings Inc. • Services-prepackaged software • Quebec
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) dated as of December 21, 2023 is among LeddarTech Holdings Inc., a corporation existing under the laws of Canada (the “Company”), and the parties listed from time to time on Schedule A hereto (each, a “Holder” and collectively, the “Holders”).
AMENDMENT NO. 1 TOSubscription Agreement • November 8th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software
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”).
INDEMNITY AGREEMENTIndemnification Agreement • December 28th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software
SUBSCRIPTION AGREEMENTSubscription Agreement • November 8th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is being entered into as of June 12, 2023 by and among LeddarTech Inc., a corporation organized under the Act (as defined below) (the “Company”), and each undersigned investor, and any other investor signing a joinder agreement substantially in the form attached hereto as Schedule N (each such joinder agreement, a “Joinder Agreement”), severally and not jointly (each such investor, an “Investor” and collectively, the “Investors”).
RecitalsFinancing Agreement • August 19th, 2024 • LeddarTech Holdings Inc. • Services-prepackaged software • Quebec
UNOFFICIAL ENGLISH TRANSLATION OF ORIGINAL AGREEMENT]Investor Rights Agreement • December 28th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software
WHEREAS, pursuant to the closing on December 21, 2023 of the transactions contemplated by that certain Business Combination Agreement, dated as of June 12, 2023, by and among Prospector Capital Corp., LeddarTech Inc. and the Corporation, IQ, through IQ-Fonds de Développement Économique and IQ-Fonds Propre, is the beneficial owner of or exercises control or direction over an aggregate of (i) 4,364,838 common shares issued and outstanding in the share capital of the Corporation and (ii) secured convertible notes in an aggregate principal amount of USD$15,000,000 which are convertible, exercisable or exchangeable into 1,500,000 shares in the capital of the Corporation (collectively, the “IQ Equity Interests”); and
RECITALSFinancing Agreement • August 6th, 2024 • LeddarTech Holdings Inc. • Services-prepackaged software • Quebec
RecitalsTenth Amending Agreement • July 29th, 2024 • LeddarTech Holdings Inc. • Services-prepackaged software • Quebec
TWELFTH AMENDING AGREEMENT made as of August 14, 2024Financing Agreement • August 15th, 2024 • LeddarTech Holdings Inc. • Services-prepackaged software • Quebec
RECITALSFirst Amending Agreement • November 8th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software • Quebec
THIRD AMENDING AGREEMENT made as of February 2, 2025Third Amending Agreement • February 3rd, 2025 • LeddarTech Holdings Inc. • Services-prepackaged software • Quebec
(as “D. Torralbo”, and collectively with F. Saintellemy, MM Consulting, C. Boulanger and D. Aberle, the “Additional Bridge Lenders”, and collectively with the Initial Bridge Lenders, the “Bridge Lenders”)
RECITALSThird Amending Agreement • November 8th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software • Quebec
RECITALSFinancing Agreement • November 8th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software • Quebec
RECITALSFifth Amending Agreement • November 8th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software • Quebec
RECITALSEighth Amending Agreement • December 26th, 2024 • LeddarTech Holdings Inc. • Services-prepackaged software • Quebec
SOFTWARE LICENSE AGREEMENTSoftware License Agreement • December 26th, 2024 • LeddarTech Holdings Inc. • Services-prepackaged software • New York
This Software License Agreement (“Agreement”) is entered into by and between LeddarTech Holdings Inc., a company organized under the laws of Canada and having a principal place of business at 4535 boulevard Wilfrid-Hamel, Suite 240, Quebec (Quebec), G1P 2J7, Canada (“Licensor”), and TEXAS INSTRUMENTS INCORPORATED, a Delaware corporation having a place of business at 12500 TI Boulevard, Dallas, Texas 75243 (“TI”), and is effective as of the last date on the signature page (“Effective Date”).
RecitalsFinancing Agreement • July 5th, 2024 • LeddarTech Holdings Inc. • Services-prepackaged software • Quebec
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 27th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software
BETWEEN: LEDDARTECH INC., a legally constituted corporation having its head office at 4535 Wilfrid-Hamel Boulevard, #240, Québec City, Québec G1P 2J7;
SOFTWARE LICENSE AGREEMENTSoftware License Agreement • December 12th, 2024 • LeddarTech Holdings Inc. • Services-prepackaged software • New York
This Software License Agreement (“Agreement”) is entered into by and between LeddarTech Holdings Inc., a company organized under the laws of Canada and having a principal place of business at 4535 boulevard Wilfrid-Hamel, Suite 240, Quebec (Quebec), G1P 2J7, Canada (“Licensor”), and TEXAS INSTRUMENTS INCORPORATED, a Delaware corporation having a place of business at 12500 TI Boulevard, Dallas, Texas 75243 (“TI”), and is effective as of the last date on the signature page (“Effective Date”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 27th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software • California
BETWEEN: LEDDARTECH INC., a legally constituted corporation having its head office at 4535 Wilfrid-Hamel Boulevard, #240, Québec City, Québec G1P 2J7;
RECITALSFifteenth Amending Agreement • February 3rd, 2025 • LeddarTech Holdings Inc. • Services-prepackaged software • Quebec
EMPLOYMENT AGREEMENT entered into at Québec, this 10th day of November, 2014Employment Agreement • November 8th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software
BY AND BETWEEN: LEDDARTECH INC., a corporation duly constituted under the laws of Canada, having its head office at 2740, Einstein, Québec, Québec, GIP 4S4, duly represented by Mr. Réjean Asselin, Director;
SEVENTH AMENDING AGREEMENT made as of December 8, 2023Financing Agreement • December 28th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software • Quebec
