REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2021 • Prospector Capital Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 7, 2021, is made and entered into by and among Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), Prospector Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Underwriting AgreementUnderwriting Agreement • December 18th, 2020 • Prospector Capital Corp. • Blank checks • New York
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 12th, 2021 • Prospector Capital Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 7, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), and Prospector Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • December 18th, 2020 • Prospector Capital Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___, 2021, by and between PROSPECTOR CAPITAL CORP., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 12th, 2021 • Prospector Capital Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 7, 2021 by and between Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • January 12th, 2021 • Prospector Capital Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 7, 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”).
Prospector Capital Corp. Suite 200 La Jolla, CA 92037Letter Agreement • January 12th, 2021 • Prospector Capital Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover sales by the Underwriters of more than 30,000,000 units, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as de
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • December 18th, 2020 • Prospector Capital Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), Prospector Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 18th, 2020 • Prospector Capital Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • January 4th, 2021 • Prospector Capital Corp. • Blank checks • 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”).
Underwriting AgreementProspector Capital Corp. • January 12th, 2021 • Blank checks • New York
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
AMENDMENT NO. 1 TOSubscription Agreement • November 2nd, 2023 • Prospector Capital Corp. • Blank checks
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”).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • December 28th, 2023 • Prospector Capital Corp. • Blank checks • 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 14th, 2023 • Prospector Capital Corp. • Blank checks
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”).
UNOFFICIAL ENGLISH TRANSLATION OF ORIGINAL AGREEMENT] LEDDARTECH HOLDINGS INC. - and - INVESTISSEMENT QUÉBEC INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 14th, 2023 • Prospector Capital Corp. • Blank checks
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 18th, 2020 • Prospector Capital Corp. • Blank checks • New York
THIS SECURITIES PURCHASE AGREEMENT, dated as of September 28, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), and Prospector Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
PROSPECTOR CAPITAL CORP. La Jolla, CA 92037Letter Agreement • December 18th, 2020 • Prospector Capital Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Prospector Capital Corp. (the “Company”) and Prospector Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Prospector Capital Corp. La Jolla, CA 92037 Re: Private Placement Warrants Ladies and Gentlemen:Letter Agreement • November 28th, 2023 • Prospector Capital Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the purchase of private placement warrants of Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), by Prospector Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”) (such warrants, the “Private Placement Warrants”). Prior to the closing of the Company’s initial public offering, the Company and Purchaser previously entered into the Securities Purchase Agreement, the Amendment to the Securities Purchase Agreement and Return Agreement, and the Private Placement Warrants Purchase Agreement, pursuant to which the Purchaser holds an aggregate of 5,666,667 Private Placement Warrants. Such Private Placement Warrants are subject to the terms of the Warrant Agreement, dated as of January 7, 2021, by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company. Certain capitalized terms used but not defined herein have
BUSINESS COMBINATION AGREEMENT BY AND AMONG PROSPECTOR CAPITAL CORP., LEDDARTECH INC. AND LEDDARTECH HOLDINGS INC. DATED AS OF JUNE 12, 2023Business Combination Agreement • June 14th, 2023 • Prospector Capital Corp. • Blank checks • New York
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of June 12, 2023, is made by and among Prospector Capital Corp., a Cayman Islands exempted company, LeddarTech Inc., a corporation existing under the laws of Canada (the “Company”), and LeddarTech Holdings Inc., a company incorporated under the laws of Canada (“Newco”). Prospector, the Company and Newco shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
PROSPECTOR CAPITAL CORP. La Jolla, CA 92037Letter Agreement • January 12th, 2021 • Prospector Capital Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Prospector Capital Corp. (the “Company”) and Prospector Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT AGREEMENTAmendment Agreement • September 28th, 2023 • Prospector Capital Corp. • Blank checks • New York
AMENDMENT No. 1 (this “Amendment”), dated as of September 25, 2023, to the Business Combination Agreement (the “Agreement”), dated as of June 12, 2023, made by and among Prospector Capital Corp., a Cayman Islands exempted company (“Prospector”), LeddarTech Inc., a corporation existing under the laws of Canada (the “Company”), and LeddarTech Holdings Inc., a company incorporated under the laws of Canada (“Newco”). Prospector, the Company and Newco shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 20th, 2023 • Prospector Capital Corp. • Blank checks
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of September 15, 2023, by and between Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • June 14th, 2023 • Prospector Capital Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of June 12, 2023, is made by and among Prospector Sponsor LLC, a limited liability company existing under the laws of the Cayman Islands (the “Sponsor”), FS LT Holdings LP (“FS Investors”), Prospector Capital Corp., an exempted company existing under the laws of the Cayman Islands (“Prospector”), LeddarTech Inc., a corporation existing under the laws of Canada (the “Company”), and LeddarTech Holdings Inc., a corporation existing under the laws of Canada (“Newco”). The Sponsor, FS Investors, Prospector, the Company and Newco shall be referred to herein from time to time collectively as the “Parties” and each as a “Party”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Form of Registration Rights AgreementForm of Registration Rights Agreement • June 14th, 2023 • Prospector Capital Corp. • Blank checks
This Registration Rights Agreement (this “Agreement”) dated as of [ ], 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 to the Securities Purchase Agreement AND Return AGREEMENTSecurities Purchase Agreement and Return Agreement • December 18th, 2020 • Prospector Capital Corp. • Blank checks • New York
This Amendment to the Securities Purchase Agreement and Return Agreement (this “Agreement”), dated as of December 16, 2020, among other things, amends that certain Securities Purchase Agreement, dated as of September 28, 2020, by and between Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), and Prospector Sponsor LLC, a Cayman Islands limited liability company (the “Transferor”) (as the same may be further amended, modified, supplemented or waived from time to time, the “Securities Purchase Agreement”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Securities Purchase Agreement.
