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).
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:
WARRANT AGENT AGREEMENTWarrant Agent Agreement • November 7th, 2022 • KWESST Micro Systems Inc. • Services-prepackaged software • New York
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
