REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2024 • Vision Marine Technologies Inc. • Ship & boat building & repairing
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of January 17, 2024 (the “Effective Date”) between Vision Marine Technologies Inc., a corporation incorporated under the Business Corporations Act (Québec) (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Subscriber” and collectively, the “Subscribers”).
COMMON SHARE PURCHASE WARRANT VISION MARINE TECHNOLOGIES INC.Vision Marine Technologies Inc. • February 8th, 2024 • Ship & boat building & repairing
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Investissement Québec 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 January 15, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (Montreal time) on January 15, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vision Marine Technologies Inc., a corporation incorporated under the Quebec Business Corporations Act (the “Company”), up to 2,857,142 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).
AGENCY AGREEMENT January 15, 2024 Vision Marine Technologies Inc. Boisbriand, Québec, J7G 2A7, Canada Attention: Kulwant Sandher, Chief Financial Officer Re: Private Placement of SecuritiesAgency Agreement • February 8th, 2024 • Vision Marine Technologies Inc. • Ship & boat building & repairing
iA Capital Markets, a division of iA Private Wealth Inc. (the “Agent”) understands that Vision Marine Technologies Inc. (the “Corporation”) has agreed, upon the terms and subject to the conditions of the Subscription Agreements (as defined below), to issue and sell to certain subscribers, pursuant to applicable prospectus exemptions (the “Offering”): (i) up to 3,000 Series B Convertible Preferred Shares in the capital of the Corporation (the “Preferred Shares”) at a purchase price of $1,000 per Preferred Share, any such Preferred Share being convertible into common shares in the capital of the Corporation (the “Common Shares”) and (ii) up to 2,857,142 accompanying Common Share purchase warrants (the “Warrants”). Each Warrant will be exercisable by the holder to purchase one Common Share (each a “Warrant Share”) at a price $1.05 until the date that is five years after the Closing Date, as set out in the warrant certificates (the “Warrant Certificates”) to be delivered at the Closing Tim
ContractSubscription Agreement • February 8th, 2024 • Vision Marine Technologies Inc. • Ship & boat building & repairing • Quebec
THE SECURITIES DESCRIBED IN THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AS APPLICABLE (THE “1933 ACT”), OR THE SECURITIES LAWS SECURITIES OF ANY STATE OF THE UNITED STATES, AND MAY NOT BE PLACED OR SOLD IN THE UNITED STATES, OR SOLD TO OR PLACED WITH, UNITED STATES PERSONS, OR SOLD OR PLACED FOR THE ACCOUNT OR BENEFIT OF SUCH PERSONS , UNLESS YOU ARE REGISTERED UNDER THESE LAWS OR ARE EXEMPTED FROM THE REGISTRATION OBLIGATIONS PROVIDED THEREIN.
