LeddarTech Holdings Inc. Sample Contracts

STANDBY EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • April 15th, 2024 • LeddarTech Holdings Inc. • Services-prepackaged software • New York

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of April 8, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LeddarTech Holdings Inc., a company incorporated under the laws of the Canada (the “Company”).

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FORM OF WARRANT AGREEMENT
Form of Warrant Agreement • January 31st, 2024 • LeddarTech Holdings Inc. • Services-prepackaged software • 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”).

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AMENDMENT NO. 1 TO
Subscription Agreement • November 8th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software

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”).

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WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Warrant Assignment, Assumption and Amendment Agreement • December 28th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software • 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”).

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INDEMNITY AGREEMENT
Indemnity Agreement • December 28th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software
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FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assumption and Amendment Agreement • November 29th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software • New York

This WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made as of [●], 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”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • November 8th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software

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”).

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UNOFFICIAL ENGLISH TRANSLATION OF ORIGINAL AGREEMENT]
Investor Rights Agreement • December 28th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software

WHEREAS, pursuant to the closing on December 21, 2023 of the transactions contemplated by that certain Business Combination Agreement, dated as of June 12, 2023, by and among Prospector Capital Corp., LeddarTech Inc. and the Corporation, IQ, through IQ-Fonds de Développement Économique and IQ-Fonds Propre, is the beneficial owner of or exercises control or direction over an aggregate of (i) 4,364,838 common shares issued and outstanding in the share capital of the Corporation and (ii) secured convertible notes in an aggregate principal amount of USD$15,000,000 which are convertible, exercisable or exchangeable into 1,500,000 shares in the capital of the Corporation (collectively, the “IQ Equity Interests”); and

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RECITALS
First Amending Agreement • November 8th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software • Quebec
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 28th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software

This Registration Rights Agreement (this “Agreement”) dated as of December 21, 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”).

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RECITALS
Third Amending Agreement • November 8th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software • Quebec
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RECITALS
Fourth Amending Agreement • November 8th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software • Quebec
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RECITALS
Fifth Amending Agreement • November 8th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software • Quebec
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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 27th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software

BETWEEN: LEDDARTECH INC., a legally constituted corporation having its head office at 4535 Wilfrid-Hamel Boulevard, #240, Québec City, Québec G1P 2J7;

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 27th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software • California

BETWEEN: LEDDARTECH INC., a legally constituted corporation having its head office at 4535 Wilfrid-Hamel Boulevard, #240, Québec City, Québec G1P 2J7;

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EMPLOYMENT AGREEMENT entered into at Québec, this 10th day of November, 2014
Employment Agreement • November 8th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software

BY AND BETWEEN: LEDDARTECH INC., a corporation duly constituted under the laws of Canada, having its head office at 2740, Einstein, Québec, Québec, GIP 4S4, duly represented by Mr. Réjean Asselin, Director;

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SEVENTH AMENDING AGREEMENT made as of December 8, 2023
Seventh Amending Agreement • December 28th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software • Quebec
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Translation]
LeddarTech Holdings Inc. • November 8th, 2023 • Services-prepackaged software

WHEREAS the Corporation wishes to retain the Employee’s services to act as Chief Legal Officer and Corporate Secretary and the Employee is interested in acting as such, the whole in accordance with the terms and conditions set forth herein;

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RECITALS
Second Amending Agreement • November 8th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software • Quebec
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RECITALS
Sixth Amending Agreement • November 8th, 2023 • LeddarTech Holdings Inc. • Services-prepackaged software • Quebec
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