KWESST Micro Systems Inc. Sample Contracts

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")

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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).

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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, 2021
KWESST 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

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UNDERWRITING AGREEMENT between KWESST MICRO SYSTEMS INC. and THINKEQUITY LLC as Representative of the Several Underwriters
Underwriting 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:

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UNDERWRITING AGREEMENT between KWESST MICRO SYSTEMS INC. and THINKEQUITY LLC as Representative of the Several Underwriters
Underwriting 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:

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PLACEMENT AGENCY AGREEMENT July 18, 2023
Placement Agency Agreement • August 2nd, 2023 • KWESST Micro Systems Inc. • Services-prepackaged software • New York
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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.

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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")

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 2nd, 2023 • KWESST Micro Systems Inc. • Services-prepackaged software • New York
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THIS LOAN AGREEMENT NO. 1 dated as of August 25, 2022
Loan 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;

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THIS FIRST SUPPLEMENTAL WARRANT INDENTURE IS MADE AS OF THE 25th DAY OF AUGUST, 2021
KWESST 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")

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FORM 2F CPC ESCROW AGREEMENT
CPC 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).

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VOTING AGREEMENT
Voting 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").

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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")

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CONTRACT OF EMPLOYMENT
Contract 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.

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WARRANT AGENT AGREEMENT
Warrant Agent Agreement • November 7th, 2022 • KWESST Micro Systems Inc. • Services-prepackaged software • New York
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Contract
KWESST 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 "[***]".

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PO Number: 324556
KWESST 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 "[***]".

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UNDERWRITING AGREEMENT
Underwriting 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

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TECHNOLOGY PURCHASE AGREEMENT
Technology 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".

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SUBCONTRACTOR AGREEMENT
Subcontractor Agreement • September 16th, 2022 • KWESST Micro Systems Inc. • Services-prepackaged software • Ontario
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THIS LOAN AGREEMENT dated as of , 2022
Loan 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;

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Contract
KWESST 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 "[***]".

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FORM 5D ESCROW AGREEMENT VALUE SECURITY
Escrow 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.

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TECHNOLOGY PURCHASE AGREEMENT
Technology 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".

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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
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EMPLOYMENT CONTRACT
Employment Contract • September 16th, 2022 • KWESST Micro Systems Inc. • Services-prepackaged software • Ontario
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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")

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FORM 5D ESCROW AGREEMENT SURPLUS SECURITY
Escrow Agreement Surplus 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.

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