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
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").
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")
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 "[***]".
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 "[***]".
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".
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;
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")
FORM 5D ESCROW AGREEMENT SURPLUS SECURITYEscrow 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.
